PART II 2 ea159098-1k_arrivedhom.htm ANNUAL REPORT

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 1-K

 

ANNUAL REPORT PURSUANT TO REGULATION A

 

For the fiscal year ended:

December 31, 2021

 

ARRIVED HOMES, LLC
(Exact name of issuer as specified in its charter)

 

Delaware   85-2046587

State of other jurisdiction of incorporation or Organization

  (I.R.S. Employer Identification No.)

 

500 Yale Avenue North

Seattle, WA 98109

(Full mailing address of principal executive offices)

 

(814)-277-4833
(Issuer’s telephone number, including area code)

 

www.arrivedhomes.com
(Issuer’s website)

 

Arrived Homes Series Lierly; Arrived Homes Series Soapstone; Arrived Homes Series Patrick; Arrived Homes Series Pecan; Arrived Homes Series Plumtree; Arrived Homes Series Chaparral; Arrived Homes Series Splash; Arrived Homes Series Salem; Arrived Homes Series Tuscan; Arrived Homes Series Malbec; Arrived Homes Series Pinot; Arrived Homes Series Mojave; Arrived Homes Series Wentworth; Arrived Homes Series Cupcake; Arrived Homes Series Luna; Arrived Homes Series Kingsley; Arrived Homes Series Shoreline; Arrived Homes Series Holloway; Arrived Homes Series Badminton; Arrived Homes Series Eastfair; Arrived Homes Series Centennial; Arrived Homes Series Basil; Arrived Homes Series Lallie; Arrived Homes Series Spencer; Arrived Homes Series Summerset; Arrived Homes Series Dewberry; Arrived Homes Series Roseberry; Arrived Homes Series Windsor; Arrived Homes Series Amber; Arrived Homes Series Bayside; Arrived Homes Series Coatbridge; Arrived Homes Series Collinston; Arrived Homes Series Dawson; Arrived Homes Series Elevation; Arrived Homes Series Elm; Arrived Homes Series Forest; Arrived Homes Series Holland; Arrived Homes Series Jupiter; Arrived Homes Series Lennox; Arrived Homes Series Lily; Arrived Homes Series Limestone; Arrived Homes Series Meadow; Arrived Homes Series Odessa; Arrived Homes Series Olive; Arrived Homes Series Ridge; Arrived Homes Series River; Arrived Homes Series Saddlebred; Arrived Homes Series Saturn; Arrived Homes Series Sugar; Arrived Homes Series Weldon; Arrived Homes Series Westchester; Arrived Homes Series Bandelier; Arrived Homes Series Butter; Arrived Homes Series Davidson; Arrived Homes Series Diablo; Arrived Homes Series Dolittle; Arrived Homes Series Ensenada; Arrived Homes Series Grant; Arrived Homes Series KerriAnn; Arrived Homes Series Matchingham; Arrived Homes Series McLovin; Arrived Homes Series Murphy; Arrived Homes Series Oly; Arrived Homes Series Ribbonwalk; Arrived Homes Series Rooney; Arrived Homes Series Scepter; Arrived Homes Series Sigma; Arrived Homes Series Vernon; Arrived Homes Series Avebury; Arrived Homes Series Chelsea; Arrived Homes Series Hadden; Arrived Homes Series Hollandaise; Arrived Homes Series Otoro; Arrived Homes Series Terracotta; Arrived Homes Series Bedford; Arrived Homes Series Gardens; Arrived Homes Series Jack; Arrived Homes Series Louise; Arrived Homes Series Peanut; Arrived Homes Series Tulip; Arrived Homes Series 100; Arrived Homes Series Grove; Arrived Homes Series Heritage; Arrived Homes Series Heron; Arrived Homes Series Kirkwood; Arrived Homes Series Lanier; Arrived Homes Series Magnolia; Arrived Homes Series Mammoth; Arrived Homes Series McGregor; Arrived Homes Series Point; Arrived Homes Series Rosewood; Arrived Homes Series Roxy; Arrived Homes Series Stonebriar; Arrived Homes Series Wisteria

(Title of each class of securities issued pursuant to Regulation A)

 

 

 

 

 

 

TABLE OF CONTENTS

 

ITEM 1. DESCRIPTION OF BUSINESS 1
   
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION 13
   
ITEM 3. DIRECTORS AND OFFICERS 31
   
ITEM 4. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS 36
   
ITEM 5. INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS 37
   
ITEM 6. OTHER INFORMATION 38
   
ITEM 7. FINANCIAL STATEMENTS F-1
   
EXHIBIT INDEX 39

 

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CAUTIONARY STATEMENT REGARDING Forward-Looking StatementS

 

The information contained in this Annual Report on Form 1-K (this “Form 1-K”) includes some statements that are not historical and that are considered “forward-looking statements.” Such forward-looking statements include, but are not limited to, statements regarding our development plans for our business; our strategies and business outlook; anticipated development of our company, the manager, each series of our company and the Arrived Homes platform (defined below); and various other matters (including contingent liabilities and obligations and changes in accounting policies, standards and interpretations). These forward-looking statements express the manager’s expectations, hopes, beliefs, and intentions regarding the future. In addition, without limiting the foregoing, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.  The words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions and variations, or comparable terminology, or the negatives of any of the foregoing, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

 

The forward-looking statements contained in this Form 1-K are based on current expectations and beliefs concerning future developments that are difficult to predict. Neither our company nor the manager can guarantee future performance, or that future developments affecting our company, the manager or the Arrived Homes platform will be as currently anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which, including the impact of the COVID-19 coronavirus, are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

 

All forward-looking statements attributable to us are expressly qualified in their entirety by these risks and uncertainties. These risks and uncertainties, along with others, are detailed under the headings “Summary – Summary Risk Factors” and “Risk Factors” in the most recent post-qualification amendment to the offering statement on Form 1-A filed by the company with the Securities and Exchange Commission (the “Commission”)e, as may be amended, and in our subsequent reports and offering statements filed from time to time with the Commission. Should one or more of these risks or uncertainties materialize, or should any of the parties’ assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. You should not place undue reliance on any forward-looking statements and should not make an investment decision based solely on these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

 

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MARKET AND OTHER INDUSTRY DATA

 

This Form 1-K includes market and other industry data and estimates that are based on our management’s knowledge and experience in the markets in which we operate. The sources of such data generally state that the information they provide has been obtained from sources they believe to be reliable, but we have not investigated or verified the accuracy and completeness of such information. Our own estimates are based on information obtained from our and our affiliates’ experience in the markets in which we operate and from other contacts in these markets. We are responsible for all of the disclosure in this Form 1-K, and we believe our estimates to be accurate as of the date of this Form 1-K or such other date stated herein. However, this information may prove to be inaccurate because of the method by which we obtained some of the data for the estimates or because this information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. As a result, you should be aware that market and other industry data included in this Form 1-K, and estimates and beliefs based on that data, may not be reliable.

 

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Item 1. Description of Business

 

Company Overview – Our Mission

 

Arrived Homes, LLC, a Delaware series limited liability company, was formed in July 2020 to permit public investment in specific single-family rental homes. We believe people should have the freedom to move to pursue new opportunities in their lives while still having access to the wealth creation that long-term home ownership and real estate investment can provide. To support this idea, we are building what we believe to be a new model for home ownership and real estate investment that doesn’t lock people into a single home or city. We believe in passive income, conservative debt, freedom to move, diversification, and aligned incentives.

 

Arrived is a marketplace for investing in homes. We buy single family homes, lease them, divide them into multiple interests, and offer them as investments on a per interest basis through our web-based platform. Investors can manage their risk by spreading their investments across a portfolio of homes, they can invest in real estate without needing to apply for mortgages or take on personal debt, and they can move to new homes or cities and continue holding their Arrived investments without having to worry about selling homes they’re invested in.

 

Arrived does all of the work of sourcing, analyzing, maintaining, and managing all of the homes that we acquire. We analyze every home investment across several financial, market, and demographic characteristics to support our acquisition decision-making. Every investment we make is an investment in the communities in which Arrived operates, alongside other like-minded individuals. As our community network grows, so does our access to investment and housing opportunities.

 

Arrived rents the homes we acquire to tenants who can also invest through the same process as any other member of the Arrived Homes platform, becoming part owners of the homes they’re living in at that time. By investing together, we align incentives towards creating value for everyone.

 

Our Series LLC Structure

 

Each single family rental home that we acquire will be owned by a separate series of our company that we will establish to acquire that home.  Each series may hold the specific property that it acquires in a wholly-owned subsidiary, which would be a limited liability company organized under laws of the state in which the series property is located. 

 

As a Delaware series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series are segregated and enforceable only against the assets of such series, as provided under Delaware law.  We intend for each series to elect and qualify to be taxed as a separate real estate investment trust, or REIT, for U.S. federal income tax purposes, commencing with the taxable year ending after the completion of the initial public offering of interests of such series.

 

Our company’s core business will be the identification, acquisition, marketing and management of individual single family rental homes for the benefit of our investors. Each series is intended to own a single property.

 

Investment Objectives

 

Our investment objectives are: 

 

  Consistent cash flow;

 

  Long term capital appreciation with moderate leverage;

 

  Favorable tax treatment of REIT income and long term capital gains; and

 

  Capital preservation.

 

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We cannot assure you that we will attain these objectives or that the value of our assets will not decrease. 

 

Our Investment Criteria

 

Our home acquisition investments are evaluated against the following primary characteristics:

 

  Capitalization rates greater than 5%. For this purpose, the capitalization rate reflects a series property’s annual rental income minus property management fees, local real estate taxes, property insurance, maintenance expenses, and marketing incentives, divided by the purchase price of the property;

 

  Homes with a minimum of three (3) bedroom and two (2) bathrooms;

 

  Homes less than 30 years old;

 

  Homes with a price range of $200,000 - $400,000 and a repair/improvement budget requirement of less than 20% of the home purchase price; and

 

  Neighborhoods with median incomes that exceed the metropolitan statistical area, or MSA, median.

 

Our Investment Process

 

Our investment process leverages our network of renter demand, experienced team members, and data analysis to make our investment decisions:

 

  Sourcing: Arrived will use an in-house acquisition team (using industry leading analysis and screening tools) in collaboration with local real estate professionals to find and source investment opportunities. The opportunities may include individual homes listed on the MLS, bulk rental home portfolios, BFR (built-for-rent) communities, and off-market deals sourced by our staff and from leads generated from our member network.

 

  Due Diligence: Arrived evaluates potential investments against our stated investment criteria. Once a geographic market is selected, our due diligence will focus on the sub-market and the property itself. Value analysis will include projected rental rates and home values, relying on a combination of first-party data, automated valuation models, or AVMs, and third party independent appraisals. Property level analysis will look at standard risk factors including condition of title, structural defects in the home, environmental issues, and other hazards such as floods and earthquakes.

 

  Investment Committee: Once our acquisition team recommends a home purchase, the investment committee will convene to review due diligence materials and issue a go/no-go decision.

 

  Home Purchase: A home will be purchased either by the manager or an affiliate of the manager and then resold to a particular series or purchased directly by a series from a third-party seller, in accordance with the acquisition mechanics set forth below.  Following acquisition of a property by a series, the property will be renovated, to the extent necessary, and then leased to a quality tenant on a 12-24 month lease.  If a series property is renovated prior to the closing of the relevant series offering, the funds required for renovations will be forwarded to the series by the manager and repaid out of offering proceeds.

 

  Ongoing Management: Arrived will partner with one or more third party independent property management firms in each of our markets. Arrived will place an initial tenant in a home from our member network and will assist with future tenant placements. The property management firm will maintain books and records, inspect each home and ensure that it is properly maintained, handle maintenance requests, and be responsible for landlord/tenant compliance. We intend that our preferred property management firms will utilize modern tech-enabled property management platforms with digital payment and communication features.

 

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Our Manager

 

We are managed by Arrived Holdings, Inc., a Delaware corporation. Pursuant to the terms of our operating agreement, the manager will provide certain management and advisory services to us and to each of our series and their subsidiaries, if any, as well as a management team and appropriate support personnel.  The manager is a technology-enabled asset management company that operates a web-based investment platform, the Arrived Homes platform, used by our company for the offer and sale of interests in the series of our company.

 

Investment Strategy – Our Market Opportunity

 

Our investment strategy is to acquire, invest in, manage, operate, selectively leverage and sell single family homes located in vibrant, growing cities across America. We believe that these markets offer investors a blend of attractive capitalization rates and a strong prospect for long term property value appreciation.

 

Market Selection

 

We intend to focus our business efforts on the top 100 MSAs (metropolitan statistical areas with populations greater than 500,000) which exhibit the following characteristics:

 

  Sufficient inventory to make it feasible to achieve scale in the local market (100 – 500 homes);

 

  Job and income growth forecasts of 3% or greater;

 

  Affordability with gross rent multiplier below 12. For this purpose, a gross rent multiplier (GRM) is the ratio of the price of the single family home purchased to its annual rental income before accounting for expenses such as property taxes, insurance, and utilities; GRM is the number of years the property would take to pay for itself in gross received rent;

 

  Large university and skilled workforce;

 

  Popular with millennials; and

 

  Favorable competitive landscape with respect to other institutional single family residence buyers.

 

For a brief overview of the particular geographic market in which a series property is located, see the individual series property listings in the section titled “The Series Properties Being Offered” below.

 

We focus on acquiring properties we believe (1) are likely to generate stable cash flows in the long term and (2) have significant possibilities for long-term capital appreciation, such as those located in neighborhoods with what we see as high growth potential and those available from sellers who are distressed or face time-sensitive deadlines. 

 

We may enter into one or more joint ventures, tenant-in-common investments or other co-ownership arrangements for the acquisition, development or improvement of properties with third parties or affiliates of the manager, including present and future real estate investment offerings sponsored by affiliates of the manager. 

 

Investment Decisions and Asset Management 

 

Within our investment policies and objectives, the manager will have discretion with respect to the selection of specific investments and the purchase and sale of our properties. We believe that successful real estate investment requires the implementation of strategies that permit favorable purchases, effective asset management and timely disposition of those assets. As such, we have developed a disciplined investment approach that combines the experience of our manager with a structure that emphasizes thorough market research, stringent underwriting standards and an extensive down-side analysis of the risks of each investment. The approach also includes active and aggressive management of each asset acquired.

 

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To execute our disciplined investment approach, the manager will take responsibility for the business plan of each investment. The following practices summarize our investment approach:

 

  Local Market Research – Our manager will extensively research the acquisition and underwriting of each transaction, utilizing both real time market data and the transactional knowledge and experience of our network of professionals and in market relationships.

 

  Underwriting Discipline – Our manager will follow a tightly controlled and managed process to examine all elements of a potential investment, including, with respect to real property, its location, income-producing capacity, prospects for long-range appreciation, tax considerations and liquidity.

 

  Risk Management – Risk management will be a fundamental principle in the management of each of our properties. Operating or performance risks arise at the investment level and often require real estate operating experience to cure. Our manager will review the operating performance of investments against projections and provide the oversight necessary to detect and resolve issues as they arise.

 

  Asset Management – Prior to the purchase of a property, our manager will develop a property business strategy which will be customized based on the acquisition and underwriting data. This is a forecast of the action items to be taken and the capital needed to achieve the anticipated returns. The manager will review asset business strategies regularly to anticipate changes or opportunities in the market during a given phase of a real estate cycle.

 

Investments in Real Property

 

Our investment in real estate generally will take the form of holding fee title or a long-term leasehold estate. We will acquire such interests either directly or indirectly through limited liability companies or through investments in joint ventures, partnerships, co-tenancies or other co-ownership arrangements with third parties, including developers of the properties, or with affiliates of the manager. In addition, we may purchase properties and lease them back to the sellers of such properties. Although we will use our best efforts to structure any such sale-leaseback transaction such that the lease will be characterized as a “true lease” so that we will be treated as the owner of the property for federal income tax purposes, the Internal Revenue Service could challenge such characterization. If any such sale-leaseback transaction is recharacterized as a financing transaction for U.S. federal income tax purposes, deductions for depreciation and cost recovery relating to such property would be disallowed. 

 

Our obligation to purchase any property generally will be conditioned upon the delivery and verification of certain documents from the seller or developer, including, where appropriate:

 

  plans and specifications;

 

  evidence of marketable title subject to such liens and encumbrances as are acceptable to the manager;

 

  auditable financial statements covering recent operations of properties having operating histories; and

 

  title and liability insurance policies. 

 

We may seek to enter into arrangements with the seller or developer of a property whereby the seller or developer agrees that, if during a stated period the property does not generate a specified cash flow, the seller or developer will pay in cash to us a sum necessary to reach the specified cash flow level, subject in some cases to negotiated dollar limitations. In determining whether to purchase a particular property, we may, in accordance with customary practices, obtain an option on such property. The amount paid for an option, if any, is normally surrendered if the property is not purchased and is normally credited against the purchase price if the property is purchased. The terms and conditions of any apartment lease that we enter into with our residents may vary substantially; however, we expect that a majority of our leases will be standardized leases customarily used between landlords and residents for residential properties. Such standardized leases generally have terms of one year or less. All prospective residents for our residential properties will be required to submit a credit application.

 

In purchasing, leasing and developing properties, we will be subject to risks generally incident to the ownership of real estate.  

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Investment Process

 

The manager has the authority to make all the decisions regarding our investments consistent with the investment objectives and leverage policies approved by the manager and subject to the limitations in the operating agreement.

 

The manager will focus on the sourcing, acquisition and management of residential properties. It will source our investments from former and current financing and investment partners, third-party intermediaries, competitors looking to share risk and investment, and securitization or lending departments of major financial institutions.

 

In selecting investments for us, the manager will utilize the manager’s investment and underwriting process, which focuses on ensuring that each prospective investment is being evaluated appropriately. In addition to the specific investment criteria listed above, our manager will consider the following factors when evaluating prospective investment opportunities: 

 

  macroeconomic conditions that may influence operating performance;

 

  real estate market factors that may influence real estate valuations, real estate financing or the economic performance of real estate generally;

 

  fundamental analysis of the real estate, including tenant rosters, lease terms, zoning, operating costs and the asset’s overall competitive position in its market;

 

  real estate and leasing market conditions affecting the real estate;

 

  the cash flow in place and projected to be in place over the expected hold period of the real estate;

 

  the appropriateness of estimated costs and timing associated with capital improvements of the real estate;

 

  a valuation of the investment, investment basis relative to its value and the ability to liquidate an investment through a sale or refinancing of the real estate;

 

  review of third-party reports, including appraisals, engineering and environmental reports;

 

  physical inspections of the real estate and analysis of markets; and

 

  the overall structure of the investment and rights in the transaction documentation. 

 

If a potential investment meets the manager’s underwriting criteria, the manager will review the proposed transaction structure, including, with respect to joint ventures, distribution and waterfall criteria, governance and control rights, buy-sell provisions and recourse provisions. The manager will evaluate our position within the overall capital structure and our rights in relation to other partners or capital tranches. The manager will analyze each potential investment’s risk-return profile and review financing sources, if applicable, to ensure that the investment fits within the parameters of financing facilities and to ensure performance of the real estate asset.  

 

Leverage Policy

 

We may employ leverage to enhance total returns to our investors through a combination of senior financing on our real estate acquisitions, secured facilities, and capital markets financing transactions. We will seek to secure conservatively structured leverage that is long-term, non-recourse, non-mark-to-market financing to the extent obtainable on a cost effective basis. To the extent leverage is employed it may come either in the form of government-sponsored programs or other long-term, non-recourse, non-mark-to-market financing. The manager may from time to time modify our leverage policy in its discretion. However, it is our policy to not borrow more than 69% of the greater of cost (before deducting depreciation or other non-cash reserves) or fair market value of our assets. We cannot exceed the leverage limit of our leverage policy unless any excess in borrowing over such level is approved by the manager.

 

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Acquisition Mechanics

 

Typically, each series will acquire its series property prior to the commencement or closing of that series’ offering. Each series property will be fully described in the applicable offering circular as it may be amended to include new series offerings. In each such offering circular, information relating to the series property being offered, such as the description and specifications of the series property, the purchase price of the series property and the relevant terms of purchase, will be disclosed.

 

It is not anticipated that a series will own any assets other than its series property, plus cash reserves for maintenance, insurance and other expenses pertaining to the series property and amounts earned by the series from the monetization of the series property, if any.  Each series may hold the specific property that it acquires in a wholly-owned subsidiary which would be a limited liability company organized under laws of the state in which the series property is located. 

 

A series may acquire its property either from an unaffiliated third party or from an affiliate. The differences in these acquisition methods are described below:  

 

  1. Acquisition of a Series Property from an Unaffiliated Third-Party Seller

 

If a new property is to be acquired for a new series prior to the establishment of that series, the manager will enter into a purchase and sale agreement with the third-party seller to acquire the property on behalf of the new series. The manager will negotiate with the third-party seller on behalf of the to-be-organized series the purchase price for the new property and related purchase terms and conditions which will be specified in an offer to purchase real estate agreement, or purchase and sale agreement, by and between the manager and the property seller, a form of which has been filed as an exhibit to the offering statement of which the applicable offering circular is a part. Once the new series is established, the manager will either assign the purchase and sale agreement to that series or the purchase and sale agreement will be re-executed with the new series as the buying party.

 

Typically, a series will hold its property in a wholly owned limited liability company subsidiary organized in the state where the property is located.

 

Purchase price funds to acquire a new property from a third party will be provided by some combination of mortgage proceeds and cash payment. The funding and closing of the property acquisition may take place prior to the beginning of the series offering, during the offering or at the time of closing of the offering. If the property acquisition closing takes place prior to the closing of the series offering, the cash component of the property purchase price will be provided by the manager as a loan to the series for payment to the third-party seller. In turn, the series will issue to the manager a promissory note in the amount of the manager’s loan. The proceeds of the new series offering, net of sales commissions, if any, will be used to repay the outstanding balance, plus accrued but unpaid interest, on the promissory note issued to the manager.  The series will also pay the manager a sourcing fee as indicated below in the use of proceeds table for the series.   If by the termination date of the offering the series does not raise sufficient funds in the offering to repay the manager the outstanding principal balance on the promissory note, (i) the available net proceeds of the offering will be used to pay down the promissory note to the extent possible and (ii) any outstanding balance on the promissory note will be converted into interests in the series and issued to the manager. Such interests will be valued at the same price as offered to investors in the series offering. 

 

  2. Acquisition of a Series Property from the Manager or an Affiliate of the Manager

 

If the entity selling the property to series is the manager or an affiliate of the manager who had previously purchased the property from a third-party seller, the series will purchase the property (or a 100% interest in the LLC that may own the property) at a purchase price equal to the price the manager or affiliate actually paid for the property (inclusive of acquisition and closing costs).  The series will also pay the manager (or the affiliate of the manager) the sourcing fee as indicated in the use of proceeds table for the particular offering. The series will purchase the property through the issuance to the manager (or the affiliate of the manager) of a promissory note in the full amount of the purchase price of the series property inclusive of acquisition and closing costs. The series will repay the promissory note, along with accrued interest at a to-be-determined annual interest rate, with net proceeds from the series offering. Prior to the repayment of the note, the manager (or the affiliate of the manager) will retain all rental income derived from the series property, net of concessions, taxes, insurance, HOA dues and costs of repair. If the series does not raise sufficient funds in its offering to fully repay the promissory note within the 12 months following the date of the offering circular amendment relating to that series, the balance due on the promissory note, along with accrued but unpaid interest, will be converted into interests in the series at the series offering price.

 

The manager reserves the right to adjust the acquisition mechanics described above in its sole discretion. To the extent that the manager does so adjust the acquisition mechanics in any material way, we will file a supplement to the applicable offering circular to reflect such material adjustment.

 

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Operating Policies

 

Credit Risk Management. We may be exposed to various levels of credit and special hazard risk depending on the nature of our assets. The manager and its executive officers will review and monitor credit risk and other risks of loss associated with each investment. The manager will monitor the overall credit risk and levels of provision for loss.

 

Interest Rate Risk Management. We will follow an interest rate risk management policy intended to mitigate the negative effects of major interest rate changes. We intend to minimize our interest rate risk from borrowings by attempting to “match-fund,” which means the manager will seek to structure the key terms of our borrowings to generally correspond with the expected holding period of our assets.

 

Equity Capital Policies. Under the operating agreement, we have the authority to issue an unlimited number of additional interests or other securities. After your purchase in any series offering, the manager may elect to: (i) sell additional securities in future private offerings, or (ii) issue additional securities in public offerings. To the extent we issue additional equity interests after your purchase in an offering, your percentage ownership interest in us will be diluted. In addition, depending upon the terms and pricing of any additional offerings and the value of our investments, you may also experience dilution in the book value and fair value of your interests.

 

Disposition Policies

 

We intend to hold and manage the properties we acquire for a period of five to seven years. As each of our properties reaches what we believe to be its optimum value, we will consider disposing of the property. The determination of when a particular property should be sold or otherwise disposed of will be made after consideration of relevant factors, including prevailing and projected economic conditions, whether the value of the property is anticipated to appreciate or decline substantially, and how any existing leases on a property may impact the potential sales price. The manager may determine that it is in the best interests of shareholders to sell a property earlier than five years or to hold a property for more than seven years. Additionally, any sale of a property will be subject to lessee rights and we would attempt to time property sales with lessee rights in mind, either by timing sales with anticipated lease terminations or by assigning an existing lease to the property buyer where allowed under applicable laws.

 

When we determine to sell a particular property, we will seek to achieve a selling price that maximizes the capital appreciation for investors based on then-current market conditions. We cannot assure you that this objective will be realized.

 

Following the sale of a property, the manager will distribute the proceeds of such sale, net of the property disposition fee as described below, to the interest holders of the applicable series (after payment of any accrued liabilities or debt on the property or of the series at that time).

  

Property Disposition Fee

 

Upon the disposition and sale of a series property, each series will be charged a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that this disposition fee charged to a series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the series, the manager will receive the difference as income.

 

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Description of the Property Management Agreement

 

The Company will appoint the manager or a third-party property management company to serve as property manager to manage the underlying property of each series pursuant to a series specific property management agreement.

 

The services provided by the property manager will include:

 

  Collecting rent and maintaining books and records;

 

  Ensuring compliance with local landlord/tenant and other applicable laws;

 

  Routine property maintenance and responding to tenant maintenance requests;

 

  Handling tenant on-boarding (move-in) and move-out; and

 

  Investigating, selecting, and, on behalf of the applicable series, engaging and conducting business with such persons as the property manager deems necessary to ensure the proper performance of its obligations under the property management agreement, including but not limited to consultants, insurers, insurance agents, maintenance providers, bookkeepers and accountants and any and all persons acting in any other capacity deemed by the property manager necessary or desirable for the performance of any of the services under the property management agreement.

 

Each property management agreement will terminate on the earlier of: (i) the manager’s discretion to terminate a property management agreement at pre-determined renewal periods or by paying a termination fee, (ii) after the date on which the relevant series property has been liquidated and the obligations connected to the series property (including contingent obligations) have been terminated, (iii) the removal of the manager as managing member of our company and thus of all series (if the property manager is the manager), (iv) upon notice by one party to the other party of a party’s material breach of a property management agreement or (v) such other date as agreed between the parties to the property management agreement.

 

Each series will indemnify the property manager out of its assets against all liabilities and losses (including amounts paid in respect of judgments, fines, penalties or settlement of litigation, including legal fees and expenses) to which it becomes subject by virtue of serving as property manager under the respective property management agreements with respect to any act or omission that has not been determined by a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to constitute fraud, willful misconduct or gross negligence.

 

Currently, we intend to enter into a property management agreement on behalf of each series in the Northwest Arkansas market with Blue Canopy. However, we reserve the right to change property managers at any time. The following is a summary of the material terms of the proposed property management agreement with Blue Canopy Realty for each series:

 

  12 month term with optional annual renewals;

 

  Early cancellation fee of $500;

 

  Property management fee of 7% of monthly rents collected; and

 

  A fee of 25% of the first month’s rent, waived if the tenant is sourced by Blue Canopy Realty or Arrived. This fee will cover any expected additional cost if there is a tenant agent involved in the rental sourcing.

 

Property Management Fee

 

As compensation for the services provided by the property manager, each series will be charged a property management fee equal to eight percent (8%) of rents collected on a series property. Property management fees will be negotiated with a local property manager on a case-by case, arms’ length basis. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the series, the manager will receive the difference as income. If a series property is vacant and not producing rental income, the property management fee will not be paid during any such period of vacancy.

  

8

 

 

Asset Management Fee

 

Each series will pay the manager an annual asset management fee equal to one percent (1%) of the actual capital contributions to that series. This fee will be paid out of the net operating rental income of a series.

 

Operating Expenses

 

Each series of our company will be responsible for the following costs and expenses attributable to the activities of our company related to such series (we refer to these as Operating Expenses):

 

  any and all fees, costs and expenses incurred in connection with the management of a series property, including Home Ownership Association (HOA) fees, income taxes, marketing, security and maintenance;

 

  any fees, costs and expenses incurred in connection with preparing any reports and accounts of each series, including any blue sky filings required in order for interest in a series to be made available to investors in certain states and any annual audit of the accounts of such series (if applicable) and any reports to be filed with the Commission including periodic reports on Forms 1-K, 1-SA and 1-U;

 

  any and all insurance premiums or expenses, including directors and officers insurance of the directors and officers of the manager or a property manager, in connection with the series property;

 

  any withholding or transfer taxes imposed on our company or a series or any of the members as a result of its or their earnings, investments or withdrawals;

 

  any governmental fees imposed on the capital of our company or a series or incurred in connection with compliance with applicable regulatory requirements;

 

  any legal fees and costs (including settlement costs) arising in connection with any litigation or regulatory investigation instituted against our company, a series or a property manager in connection with the affairs of our company or a series;

 

  the fees and expenses of any administrator, if any, engaged to provide administrative services to our company or a series; 

 

  any fees, costs and expenses of a third-party registrar and transfer agent appointed by the manager in connection with a series;

 

  the cost of the audit of our company’s annual financial statements and the preparation of its tax returns and circulation of reports to investors;

 

  the cost of any audit of a series annual financial statements and the fees, costs and expenses incurred in connection with making of any tax filings on behalf of a series and circulation of reports to investors;

 

  any indemnification payments to be made pursuant to the requirements of the operating agreement;

 

  the fees and expenses of our company’s or a series’ counsel in connection with advice directly relating to our company’s or a series’ legal affairs;

 

  the costs of any other outside appraisers, valuation firms, accountants, attorneys or other experts or consultants engaged by the manager in connection with the operations of our company or a series; and

 

  any similar expenses that may be determined to be Operating Expenses, as determined by the manager in its reasonable discretion.

 

9

 

 

The manager will bear its own expenses of an ordinary nature, including all costs and expenses on account of rent, supplies, secretarial expenses, stationery, charges for furniture, fixtures and equipment, payroll taxes, remuneration and expenses paid to employees and utilities expenditures.

 

If the Operating Expenses exceed the amount of revenues generated from a series property and cannot be covered by any Operating Expense reserves on the balance sheet of such series property, the manager may (a) pay such Operating Expenses and not seek reimbursement, (b) loan the amount of the Operating Expenses to the applicable series, on which the manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by such series property (which we refer to as Operating Expenses Reimbursement Obligation(s)), and/or (c) cause additional interests to be issued in the such series in order to cover such additional amounts.

 

Allocations of Expenses

 

To the extent relevant, Offering Expenses, Acquisition Expenses, Operating Expenses, revenue generated from series properties and any indemnification payments made by the manager will be allocated among the various series interests in accordance with the manager’s allocation policy set forth below. The allocation policy requires the manager to allocate items that are allocable to a specific series to be borne by, or distributed to (as applicable), the applicable series.  If, however, an item is not allocable to a specific series but to our company in general, it will be allocated pro rata based on the value of the series properties or the number of properties, as reasonably determined by the manager or as otherwise set forth in the allocation policy. By way of example, as of the date hereof it is anticipated that revenues and expenses will be allocated as follows:

 

Revenue or  Expense Item   Details   Allocation Policy (if revenue or expense is not clearly allocable to a specific series property)
Revenue   Each of the series will have monthly rental income from the series property.   Allocable directly to the applicable series property
         
Acquisition Expenses   Appraisal and valuation fees (if incurred pre-closing)   Allocable directly to the applicable series property
    Appraisal and valuation fees (if incurred post-closing)   Allocable directly to the applicable series property
    Pre-purchase inspection   Allocable directly to the applicable series property
    Closing Costs   Allocable directly to the applicable series property
    Interest expense, if any, when an underlying series property is purchased by a series through a loan prior to the closing of a series offering   Allocable directly to the applicable series property
         
Offering Expenses   Legal expenses related to the preparation of regulatory paperwork (offering materials) for a series   Not allocable; to be borne by the manager
    Audit and accounting work related to the regulatory paperwork or a series   Allocable directly to the applicable series property
    Compliance work including diligence related to the preparation of a series   Not allocable; to be borne by the manager
    Insurance of a series property as at time of acquisition   Allocable directly to the applicable series property
  Broker fees other than cash commissions (e.g., expense reimbursement)  Brokerage fee payable per filing of a Form 1-A Post-Qualification Amendment ($1,000 per 1-A POS)   Not allocable; to be borne by the manager Allocable directly to the applicable series
    Preparation of marketing materials   Not allocable; to be borne by the manager
         
Operating Expense   Property management fees   Allocable directly to the applicable series property
    Asset management fees   Allocable directly to the applicable series property
    Audit and accounting work related to the regulatory paperwork of a Series   Allocable pro rata to the number of series properties
    Security (e.g., surveillance and patrols)   Allocable pro rata to the value of each series property
    Insurance   Allocable directly to the applicable series property
    Maintenance   Allocable directly to the applicable series property
    Property marketing or lease concessions, including special offers and terms   Allocable directly to the applicable series property
    Property disposition fee   Allocable directly to the applicable series property
    Interest expense, if any, when a series property holds any type of term loan or line of credit   Allocable directly to the applicable series property
    Audit, accounting and bookkeeping related to the reporting requirements of a series   Allocable pro rata to the number of series properties
         
Indemnification Payments   Indemnification payments under the operating agreement   Allocable pro rata to the value of each series property

 

10

 

 

Notwithstanding the foregoing, the manager may revise and update the allocation policy from time to time in its reasonable discretion without further notice to the investors.

 

The Arrived Homes Platform

 

Arrived Holdings, Inc., the manager, owns and operates a web-based and mobile accessible investment platform, the Arrived Homes platform. Through the use of the Arrived Homes platform, investors can browse and screen the investments offered by each of our series, now existing or to be formed by our company in the future, and electronically sign legal documents to purchase series interests.

 

Competition

 

There are a number of established and emerging competitors in the real estate investment platform market. The market is fragmented, rapidly evolving, competitive, and with relatively low barriers to entry. We consider our competitive differentiators in our market to be:

 

  our focus on the single-family residential rental market;

 

  the ability for users to select which rental properties they would like to invest in;

 

  consistent rental income with use of moderate amounts of leverage;

 

  our unique investment strategy and approach to market selection;

 

  lower minimum investment amounts; and

 

  favorable tax treatment associated with REIT elections.

 

We face competition primarily from other real estate investment platform companies such as Roofstock, Inc., Fundrise LLC, and Compound Projects, LLC, as well as a range of emerging new entrants. In order to compete, we work tirelessly to innovate and improve our products, while at the same time preserving our unique culture and approach.

 

Conflicts of Interest

 

Conflicts of interest may exist or could arise in the future with the manager and its affiliates and our officers and/or directors who are also officers and/or directors of the manager. Conflicts may include, without limitation:

 

  Each of our executive officers will also serve as an officer of other the manager and its affiliated entities.  As a result, these persons will have a conflict of interest with respect to our agreements and arrangements with the manager and/or affiliates of the manager, which were not negotiated at arm’s length, and their terms may not have been as favorable to us as if they had been negotiated at arm’s length with an unaffiliated third party.  The manager is not required to make available any particular individual personnel to us.

 

  Our executive officers will not be required to devote a specific amount of time to our affairs.  As a result, we cannot provide any assurances regarding the amount of time the manager will dedicate to the management of our business.  Accordingly, we may compete with manager and any of its current and future programs, funds, vehicles, managed accounts, ventures or other entities owned and/or managed by the manager or one of its affiliates, which we refer to collectively as the manager-sponsored vehicles, for the time and attention of these officers in connection with our business.  We may not receive the level of support and assistance that we might otherwise receive if we were internally managed.

 

11

 

 

  Some or all of the series will acquire their properties from the manager or from an affiliate of the manager. Prior to a sale to a series, the manager will acquire a property, repair and improve the property, and seek to place a tenant in the property. The manager will then resell the property to a series at a value determined by the manager or affiliate of the manager, which may reflect a premium over the manager’s investment in the property. Accordingly, because the manager will be an interested party with respect to a sale of a property that it owns to a series, the manager’s interests in such a sale may not be aligned with the interests of the series or its investors. There can be no assurance that a property purchase price that a series will pay to the manager will be comparable to that which a series might pay to an unaffiliated third party property seller.

 

  The manager may in the future form or sponsor additional manager-sponsored vehicles, which could have overlapping investment objectives. To the extent we have sufficient capital to acquire a property that the manager has determined to be suitable for us, that property will be allocated to us.

 

  The manager does not assume any responsibility beyond the duties specified in the operating agreement and will not be responsible for any action of our board of directors in following or declining to follow the manager’s advice or recommendations.  The manager’s liability is limited under the operating agreement and we have agreed to reimburse, indemnify and hold harmless the manager and its affiliates, with respect to all expenses, losses, damages, liabilities, demands, charges and claims in respect of, or arising from acts or omissions of, such indemnified parties not constituting bad faith, willful misconduct, gross negligence or reckless disregard of the manager’s duties under the operating agreement which has a material adverse effect on us.  As a result, we could experience poor performance or losses for which the manager would not be liable.

 

Employees

 

Our company does not have any employees. All of the officers and directors of our company are employees of the manager.

 

Legal Proceedings

 

None of our company, any series, the manager, or any director or executive officer of our company or the manager is presently subject to any material legal proceedings.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation

 

Overview

 

Arrived Homes, LLC, a Delaware series limited liability company (which we refer to as “we,” “us,” “our,” “Arrived” or the “company”) was formed in July 2020 to permit public investment in specific single family rental homes. Arrived Holdings, Inc. is the manager of the company (our “manager”). We believe people should have the freedom to move around to pursue new opportunities in their lives while still having access to the wealth creation that long-term home ownership and real estate investment can provide. To support this idea, we are building what we believe to be a new model for home ownership and real estate investment that doesn’t lock people into a single home or city. We believe in passive income, conservative debt, freedom to move, diversification, and aligned incentives.

  

Arrived is a marketplace for investing in homes. We buy single family homes, lease them, divide them into multiple interests, and offer them as investments on a per interest basis through our web-based platform. Investors can manage their risk by spreading their investments across a portfolio of homes, they can invest in real estate without needing to apply for mortgages or take on personal debt, and they can move to new homes or cities and continue holding their Arrived investments without having to worry about selling homes they’re invested in.

  

Arrived does all of the work of sourcing, analyzing, maintaining, and managing all of the homes that we acquire. We analyze every home investment across several financial, market, and demographic characteristics to support our acquisition decision-making. Every investment we make is an investment in the communities in which Arrived operates, alongside other like-minded individuals. As our community network grows, so does our access to investment and housing opportunities.

  

Arrived rents the homes we acquire to tenants who can also invest through the same process as any other member of the Arrived platform, becoming part owners of the homes they’re living in at that time. By investing together we align incentives towards creating value for everyone.

 

Since its formation in July 2020, our company has been engaged primarily in preparing to acquire properties for its series offerings, and developing the financial, offering and other materials to begin fundraising. We are considered to be a development stage company, since we are devoting substantially all of our efforts to establishing our business and planned principal operations have only recently commenced.

 

Emerging Growth Company

 

We may elect to become a public reporting company under the Exchange Act. If we elect to do so, we will be required to publicly report on an ongoing basis as an emerging growth company, as defined in the JOBS Act, under the reporting rules set forth under the Exchange Act. For so long as we remain an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other Exchange Act reporting companies that are not emerging growth companies, including, but not limited to:

 

  not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;

 

  being permitted to comply with reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and

 

  being exempt from the requirement to hold a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

 

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

 

13

 

 

We would expect to take advantage of these reporting exemptions until we are no longer an emerging growth company. We would remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion; (ii) the date that we become a large accelerated filer as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter; or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.

 

Impact of the COVID-19 Coronavirus Pandemic

 

In December 2019, a novel strain of coronavirus, referred to as COVID-19, was reported in Wuhan, China. COVID-19 has since spread to other countries, including the United States, and was declared a pandemic by the World Health Organization. Efforts to contain the spread of COVID-19 have intensified, and most states and localities in the United States and countries in Europe and Asia have implemented severe travel and social restrictions, including social distancing, “shelter-in-place” orders and restrictions on the types of businesses that may continue to operate. The impacts of the outbreak are unknown and rapidly evolving.

 

Our manager has taken steps to take care of its employees, including providing the ability for employees to work remotely. Our manager has also taken precautions with regard to employee, facility and office hygiene and implemented significant travel restrictions. Our manager is also assessing business continuity plans for all business units, including ours, in the context of COVID-19. This is a rapidly evolving situation, and our manager will continue to monitor and mitigate developments affecting its workforce. Our manager has reviewed and will continue to carefully review all rules, regulations and orders and will respond accordingly.

 

The continued spread of COVID-19 has also led to severe disruption and volatility in the global financial markets, which could increase our cost of capital and adversely affect our liquidity and ability to access capital markets in the future. The continued spread of COVID-19 has caused an economic slowdown and may cause a recession or other unpredictable events, each of which could adversely affect our business, results of operations or financial condition. The pandemic has had, and could have a significantly greater, material adverse effect on the United States economy as a whole and in our industry in particular.

 

If the spread of COVID-19 cannot be slowed and, ideally, contained, our business operations could be further delayed or interrupted. We expect that government and health authorities will announce new, or extend existing, restrictions, which could require us to make further adjustments to our operations in order to comply with any such restrictions. Our manager may also experience limitations in employee resources. In addition, our operations could be disrupted if any employee of our manager is suspected of having the virus, which could require quarantine of any such employees. The duration of any business disruption cannot be reasonably estimated at this time but may materially affect our ability to operate our business and result in additional costs.

 

The extent to which COVID-19 may impact our results will depend on future developments, which are highly uncertain and cannot be predicted as of the date of this Form 1-K, including new information that may emerge concerning the severity of the pandemic and steps taken to contain the pandemic or treat its impact, among others. Nevertheless, the pandemic; the current financial, economic and capital markets environment; and future developments in the global supply chain and other areas present material uncertainty and risk with respect to our performance, financial condition, results of operations and cash flows.

 

Further, the COVID-19 outbreak has caused unprecedented levels of global uncertainty and may impact the value of real estate. We expect the COVID-19 outbreak will result in low transaction volume until confidence in the global economy is restored. The extent and duration of this disruption cannot be accurately estimated, and the real estate industry may take a significant amount of time to recover. Although we intend to hold and manage all of the assets marketed on the Arrived Platform for an average of five to seven years, the COVID-19 outbreak and resulting economic uncertainty may impact the value of the underlying assets, and consequently the value of the interests. See “Risk Factors” above.

 

14

 

 

Operating Results

  

Revenues

  

Revenues are generated at the series level and are derived from leases on the series property. All revenues generated by each series during the years ended December 31, 2020 and December 31, 2021 are listed in the table below. Such amounts are based on the audited financial statements of the company and each series included in this Annual Report on Form 1-K:

 

Revenues
 
Applicable Series  12/31/20   12/31/21 
Amber  $       -   $- 
Badminton  $-   $9,782.00 
Bandelier  $-   $- 
Basil  $-   $5,880.00 
Bayside  $-   $2,095.00 
Butter  $-   $- 
Centennial  $-   $9,169.00 
Chaparral  $-   $13,050.00 
Coatbridge  $-   $1,995.00 
Collinston  $-   $- 
Cupcake  $-   $4,382.00 
Davidson  $-   $- 
Dawson  $-   $1,695.00 
Dewberry  $-   $7,604.00 
Diablo  $-   $- 
Dolittle  $-   $- 
Eastfair  $-   $7,180.00 
Elevation  $-   $6,717.00 
Elm  $-   $1,595.00 
Ensenada  $-   $- 
Forest  $-   $4,824.00 
Grant  $-   $- 
Holland  $-   $- 
Holloway  $-   $11,831.00 
Jupiter  $-   $- 
KerriAnn  $-   $- 
Kingsley  $-   $12,660.00 
Lallie  $-   $13,441.00 
Lennox  $-   $1,695.00 
Lierly  $-   $14,796.00 
Lily  $-   $- 
Limestone  $-   $- 
Luna  $-   $9,315.00 
Malbec  $-   $8,980.00 

 

15

 

 

Matchingham  $-   $- 
McLovin  $-   $- 
Meadow  $-   $- 
Mojave  $-   $3,653.00 
Murphy  $-   $- 
Odessa  $-   $695.00 
Olive  $-   $3,664.00 
Oly  $-   $- 
Patrick  $-   $9,000.00 
Pecan  $-   $13,900.00 
Pinot  $-   $8,915.00 
Plumtree  $-   $13,025.00 
Ribbonwalk  $-   $- 
Ridge  $-   $1,695.00 
River  $-   $1,995.00 
Rooney  $-   $- 
Roseberry  $-   $7,956.00 
Saddlebred  $-   $- 
Salem  $-   $9,536.00 
Saturn  $-   $- 
Scepter  $-   $- 
Shoreline  $-   $9,550.00 
Sigma  $-   $- 
Soapstone  $-   $14,400.00 
Spencer  $-   $10,267.00 
Splash  $-   $5,890.00 
Sugar  $-   $7,238.00 
Summerset  $-   $8,679.00 
Tuscan  $-   $9,130.00 
Vernon  $-   $- 
Weldon  $-   $- 
Wentworth  $-   $5,110.00 
Westchester  $-   $6,922.00 
Windsor  $-   $10,799.00 
TOTAL  $-   $310,705.00 

 

Operating Expenses

 

The company incurred no operating expenses during the year ended December 31, 2020 and $405,014 in operating expenses during the year ended December 31, 2021. The operating expenses incurred prior to the closing of an offering related to any of the series are being paid by our manager and are reimbursed by such series out of the gross offering proceeds upon closing of the relevant series offering. Such operating expenses include real estate taxes, property insurance, Home Ownership Association (HOA) fees, and repair and maintenance costs. Upon closing, each series becomes responsible for its own operating expenses.

 

16

 

 

During the years ended December 31, 2020 and December 31, 2021, at the close of the respective offerings for the series, each individual series became responsible for its own operating expenses. The following table summarizes the total operating expenses incurred by each series during the years ended December 31, 2020 and December 31, 2021. Such amounts are based on the audited financial statements of the company and each series included in this Annual Report on Form 1-K:

 

Operating Expenses

 

Applicable Series  12/31/20   12/31/21   Per IS (OPEX) 
Amber  $-   $2,784.00    2,784 
Badminton  $-   $10,586.00    10,585 
Bandelier  $-   $2,788.00    2,788 
Basil  $-   $6,382.00    6,382 
Bayside  $-   $1,786.00    1,787 
Butter  $-   $-    - 
Centennial  $-   $9,038.00    9,037 
Chaparral  $-   $8,158.00    8,158 
Coatbridge  $-   $3,902.00    3,903 
Collinston  $-   $1,309.00    1,310 
Cupcake  $-   $4,049.00    4,049 
Davidson  $-   $160.00    160 
Dawson  $-   $2,644.00    2,644 
Dewberry  $-   $10,655.00    10,655 
Diablo  $-   $-    - 
Dolittle  $-   $-    - 
Eastfair  $-   $4,916.00    4,916 
Elevation  $-   $9,483.00    9,484 
Elm  $-   $2,452.00    2,452 
Ensenada  $-   $3,794.00    3,794 
Forest  $-   $17,267.00    17,266 
Grant  $-   $3,296.00    3,296 
Holland  $-   $1,463.00    1,462 
Holloway  $-   $17,607.00    17,606 
Jupiter  $-   $1,286.00    1,285 
KerriAnn  $-   $11,707.00    11,707 
Kingsley  $-   $11,050.00    11,050 
Lallie  $-   $11,911.00    11,912 
Lennox  $-   $3,031.00    3,031 
Lierly  $-   $10,349.00    10,348 
Lily  $-   $5,778.00    5,778 
Limestone  $-   $2,144.00    2,143 
Luna  $-   $9,667.00    9,668 
Malbec  $-   $6,477.00    6,478 
Matchingham  $-   $-    - 

 

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McLovin  $-   $-    - 
Meadow  $-   $8,669.00    8,668 
Mojave  $-   $4,207.00    4,206 
Murphy  $-   $290.00    - 
Odessa  $-   $6,427.00    6,428 
Olive  $-   $10,280.00    10,278 
Oly  $-   $-    - 
Patrick  $-   $8,930.00    8,929 
Pecan  $-   $10,838.00    10,838 
Pinot  $-   $6,582.00    6,583 
Plumtree  $-   $9,481.00    9,481 
Ribbonwalk  $-   $5,966.00    5,966 
Ridge  $-   $1,670.00    1,670 
River  $-   $3,503.00    3,502 
Rooney  $-   $2,787.00    2,787 
Roseberry  $-   $14,020.00    14,019 
Saddlebred  $-   $5,387.00    5,387 
Salem  $-   $6,586.00    6,587 
Saturn  $-   $3,839.00    3,839 
Scepter  $-   $2,364.00    2,363 
Shoreline  $-   $13,359.00    13,359 
Sigma  $-   $-    - 
Soapstone  $-   $10,071.00    10,072 
Spencer  $-   $9,949.00    9,948 
Splash  $-   $5,082.00    5,081 
Sugar  $-   $11,703.00    11,703 
Summerset  $-   $11,410.00    11,410 
Tuscan  $-   $7,261.00    7,261 
Vernon  $-   $-    - 
Weldon  $-   $1,552.00    1,553 
Wentworth  $-   $4,338.00    4,338 
Westchester  $-   $8,976.00    8,975 
Windsor  $-   $11,568.00    11,568 
TOTAL  $-   $405,014.00    404,717 

 

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Other Expenses

  

During the year ended December 31, 2021, each series incurred interest expenses and offering expenses, and no such expenses were incurred by any series during the year ended December 31, 2020. The following table summarizes the total of such expenses incurred by each series during the years ended December 31, 2020 and December 31, 2021. Such amounts are based on the audited financial statements of the company and each series included in this Annual Report on Form 1-K:

 

Other Expenses
 
Applicable Series  12/31/20   12/31/21 
Amber  $       -   $696.00 
Badminton  $-   $4,549.00 
Bandelier  $-   $1,728.00 
Basil  $-   $2,052.00 
Bayside  $-   $646.00 
Butter  $-   $- 
Centennial  $-   $5,514.00 
Chaparral  $-   $3,329.00 
Coatbridge  $-   $683.00 
Collinston  $-   $446.00 
Cupcake  $-   $1,021.00 
Davidson  $-   $- 
Dawson  $-   $570.00 
Dewberry  $-   $2,917.00 
Diablo  $-   $- 
Dolittle  $-   $- 
Eastfair  $-   $2,338.00 
Elevation  $-   $3,353.00 
Elm  $-   $4.00 
Ensenada  $-   $3,269.00 
Forest  $-   $4,425.00 
Grant  $-   $1,771.00 
Holland  $-   $480.00 
Holloway  $-   $5,905.00 
Jupiter  $-   $544.00 
KerriAnn  $-   $1,552.00 
Kingsley  $-   $6,372.00 
Lallie  $-   $6,274.00 
Lennox  $-   $545.00 
Lierly  $-   $4,179.00 
Lily  $-   $3,077.00 
Limestone  $-   $662.00 
Luna  $-   $4,138.00 
Malbec  $-   $3,260.00 
Matchingham  $-   $- 
McLovin  $-   $- 
Meadow  $-   $2,194.00 
Mojave  $-   $1,094.00 
Murphy  $-   $- 
Odessa  $-   $3,698.00 
Olive  $-   $2,464.00 
Oly  $-   $- 
Patrick  $-   $3,383.00 

 

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Pecan  $-   $3,524.00 
Pinot  $-   $3,296.00 
Plumtree  $-   $3,544.00 
Ribbonwalk  $-   $1,557.00 
Ridge  $-   $547.00 
River  $-   $670.00 
Rooney  $-   $2,217.00 
Roseberry  $-   $3,283.00 
Saddlebred  $-   $3,284.00 
Salem  $-   $3,322.00 
Saturn  $-   $2,193.00 
Scepter  $-   $1,640.00 
Shoreline  $-   $5,530.00 
Sigma  $-   $- 
Soapstone  $-   $4,091.00 
Spencer  $-   $4,928.00 
Splash  $-   $1,696.00 
Sugar  $-   $3,929.00 
Summerset  $-   $4,329.00 
Tuscan  $-   $2,510.00 
Vernon  $-   $- 
Weldon  $-   $446.00 
Wentworth  $-   $1,129.00 
Westchester  $-   $3,879.00 
Windsor  $-   $4,699.00 
TOTAL  $-   $155,375.00 

 

Liquidity and Capital Resources

  

From inception, our manager has financed the business activities of each series. Upon the first closing of a particular series offering, the manager is reimbursed out of the proceeds of the relevant offering. Until such time as the series have the capacity to generate cash flows from operations, our manager may cover any deficits through capital contributions, which may be reimbursed upon closing of the relevant offering.

 

20

 

 

Cash and Cash Equivalent Balances

 

Cash is held at the series level. The following table summarizes the cash and cash equivalents held by each series as of December 31, 2020 and December 31, 2021. Such amounts are based on the audited financial statements of the company and each series included in this Annual Report on Form 1-K:

 

 

Cash and Cash Equivalents
             
Applicable Series  12/31/20   12/31/21   Per BS (Cash) 
Amber  $-   $122.00    122 
Badminton  $-   $10,370.00    10,370 
Bandelier  $-   $-    - 
Basil  $-   $7,938.00    7,938 
Bayside  $-   $3,337.00    3,337 
Butter  $-   $-    - 
Centennial  $-   $9,856.00    9,856 
Chaparral  $-   $13,754.00    13,754 
Coatbridge  $-   $1,460.00    1,460 
Collinston  $-   $-    - 
Cupcake  $-   $6,540.00    6,540 
Davidson  $-   $-    - 
Dawson  $-   $4,852.00    4,852 
Dewberry  $-   $5,617.00    5,617 
Diablo  $-   $-    - 
Dolittle  $-   $-    - 
Eastfair  $-   $10,835.00    10,835 
Elevation  $-   $776.00    776 
Elm  $-   $477.00    477 
Ensenada  $-   $-    - 
Forest  $-   $(4,374.00)   - 
Grant  $-   $-    - 
Holland  $-   $1,110.00    1,110 
Holloway  $-   $11,032.00    11,032 
Jupiter  $-   $(346.00)   - 
KerriAnn  $-   $209.00    209 
Kingsley  $-   $12,813.00    12,813 
Lallie  $-   $14,420.00    14,420 
Lennox  $-   $4,431.00    4,431 
Lierly  $-   $15,054.00    15,054 
Lily  $-   $-    - 
Limestone  $-   $-    - 
Luna  $-   $9,299.00    9,299 
Malbec  $-   $13,709.00    13,709 
Matchingham  $-   $86.00    86 
McLovin  $-   $-    - 
Meadow  $-   $-    - 
Mojave  $-   $6,496.00    6,496 
Murphy  $-   $-    - 
Odessa  $-   $-    - 
Olive  $-   $(1,814.00)   - 

 

21

 

  

Oly  $-   $-    - 
Patrick  $-   $10,913.00    10,913 
Pecan  $-   $16,203.00    16,203 
Pinot  $-   $14,131.00    14,131 
Plumtree  $-   $18,569.00    18,569 
Ribbonwalk  $-   $-    - 
Ridge  $-   $677.00    677 
River  $-   $2,390.00    2,390 
Rooney  $-   $101.00    101 
Roseberry  $-   $2,749.00    2,749 
Saddlebred  $-   $-    - 
Salem  $-   $13,926.00    13,926 
Saturn  $-   $77.00    77 
Scepter  $-   $-    - 
Shoreline  $-   $8,882.00    8,882 
Sigma  $-   $-    - 
Soapstone  $-   $12,913.00    12,913 
Spencer  $-   $10,725.00    10,725 
Splash  $-   $12,537.00    12,537 
Sugar  $-   $3,105.00    3,105 
Summerset  $-   $8,216.00    8,216 
Tuscan  $-   $15,689.00    15,689 
Vernon  $-   $-    - 
Weldon  $-   $-    - 
Wentworth  $-   $6,607.00    6,607 
Westchester  $-   $1,483.00    1,483 
Windsor  $-   $12,404.00    12,404 
TOTAL  $-   $330,356.00    336,890 

 

Plan of Operations

 

We intend to list our series properties for lease with a real estate broker, if not already rented upon acquisition. The asking rent for the series properties is expected to be in the range which is consistent with other single family homes in a given market area. We intend to hold the series properties for five to seven years during which time we will operate the series properties as rental income properties. During this period, we intend to distribute any free cash flow to investors.

 

As each of our properties reaches what we believe to be its optimum value, we will consider disposing of the property. The determination of when a particular property should be sold or otherwise disposed of will be made after consideration of relevant factors, including prevailing and projected economic conditions, whether the value of the property is anticipated to appreciate or decline substantially, and how any existing leases on a property may impact the potential sales price. The manager may determine that it is in the best interests of members to sell a property earlier than five years or to hold a property for more than seven years. Additionally, any sale of a property will be subject to lessee rights and we would attempt to time sales with lessee rights in mind, either by timing sales with anticipated lease terminations or by assigning the lease to a new buyer where allowed under applicable laws.

 

We plan to launch a number of additional series and related offerings in the next twelve months.  As of the current date, we do not know how many series we will be offering, however, in any case, the aggregate dollar amount of all of the series interests that we will sell within the 12-month period following qualification of our Form 1-A by the Commission will not exceed the maximum amount allowed under Regulation A. The proceeds from any offerings closed during the next twelve months will be used to acquire additional properties for the series conducting the offerings.

 

22

 

 

Our Policies for Approving New Tenants 

 

We intend to seek out tenants for our properties who are financially responsible and capable of paying their rent. We will conduct due diligence on prospective tenant applicants by (a) verifying their incomes, (b) running credit checks, (c) performing criminal background checks, and (d) requesting references from previous landlords. While we do not have specific standards for any of these items, we will use these screening methods to determine, prior to approving a lease, whether we believe a potential lessee is financially responsible.

 

Trend Information

 

Our results of operations are affected by a variety of factors, including conditions in the financial markets and the economic and political environments, particularly in the United States. Global economic conditions, including political environments, financial market performance, interest rates, credit spreads or other conditions beyond our control are unpredictable and could negatively affect the value of the series properties, our ability to acquire and manage single family rentals and the success of our current and future offerings. In addition to the aforementioned macroeconomic trends, we believe the following factors will influence our future performance:

 

-Recent increases in interest rates may have a negative effect on the demand for our offerings due to the attractiveness of alternative investments.
   
-The continuing increase in prices in the United States housing market may result in difficulties in sourcing properties and meeting demand for our offerings.
   
-Continued increases in remote work arrangements may lead to greater rental activity in our target markets.

 

Recent Developments

  

Revenues

  

Revenues are generated at the series level and are derived from leases on the series property. All revenues generated by any series during the period from January 1, 2022 to March 31, 2022 are listed below. For the avoidance of doubt, the below amounts are unaudited.

 

Revenues
 
Applicable Series  3/31/22 
Amber  $  - 
Badminton  $5,985.00 
Bandelier  $- 
Basil  $4,485.00 
Bayside  $6,285.00 
Butter  $- 
Centennial  $5,685.00 
Chaparral  $4,350.00 
Coatbridge  $5,985.00 
Collinston  $- 
Cupcake  $4,935.00 
Davidson  $- 
Dawson  $5,085.00 
Dewberry  $4,895.00 
Diablo  $- 
Dolittle  $3,004.82 
Eastfair  $5,385.00 
Elevation  $5,985.00 

 

23

 

 

Elm  $4,785.00 
Ensenada  $2,550.97 
Forest  $7,485.00 
Grant  $2,777.14 
Holland  $- 
Holloway  $7,485.00 
Jupiter  $385.81 
KerriAnn  $- 
Kingsley  $6,885.00 
Lallie  $7,485.00 
Lennox  $5,085.00 
Lierly  $5,250.00 
Lily  $- 
Limestone  $4,990.00 
Luna  $5,250.00 
Malbec  $6,735.00 
Matchingham  $5,385.00 
McLovin  $1,669.84 
Meadow  $- 
Mojave  $4,785.00 
Murphy  $4,916.25 
Odessa  $- 
Olive  $5,685.00 
Oly  $5,640.00 
Patrick  $3,450.00 
Pecan  $4,850.00 
Pinot  $6,585.00 
Plumtree  $5,000.00 
Ribbonwalk  $- 
Ridge  $5,085.00 
River  $5,985.00 
Rooney  $- 
Roseberry  $6,885.00 
Saddlebred  $- 
Salem  $6,585.00 
Saturn  $- 
Scepter  $1,196.67 
Shoreline  $6,885.00 
Sigma  $- 
Soapstone  $4,800.00 
Spencer  $6,585.00 
Splash  $4,350.00 
Sugar  $5,385.00 
Summerset  $5,085.00 

 

24

 

 

Tuscan  $6,735.00 
Vernon  $- 
Weldon  $- 
Wentworth  $4,860.00 
Westchester  $7,485.00 
Windsor  $7,785.00 
Avebury  $- 
Bedford  $- 
Chelsea  $- 
Delta  $- 
Emporia  $814.35 
Gardens  $- 
Greenhill  $3,475.18 
Grove  $- 
Hadden  $- 
Hollandaise  $- 
Jack  $- 
Kawana  $- 
Louise  $- 
Lovejoy  $- 
Mammoth  $- 
Otoro  $- 
Peanut  $- 
Saint  $4,966.43 
Terracotta  $- 
Tulip  $- 
Tuxford  $- 
Wave  $778.87 
Wisteria  $- 
TOTAL  $272,906.33 

 

Operating Expenses

 

The company incurred $321,052.14 in operating expenses during the period between January 1, 2022 and March 31, 2022. The operating expenses incurred prior to the closing of an offering related to any of the series are being paid by our manager and are reimbursed by such series out of the gross offering proceeds upon closing of the relevant series offering. Such operating expenses include real estate taxes, property insurance, Home Ownership Association (HOA) fees, and repair and maintenance costs. Upon closing, each series becomes responsible for its own operating expenses.

 

During the period between January 1, 2022 and March 31, 2022, at the close of the respective offerings for the series, each individual series became or will become, as applicable, responsible for its own operating expenses. The following table summarizes the total operating expenses incurred by each series during the period between January 1, 2022 and March 31, 2022. For the avoidance of doubt, the below amounts are unaudited.

 

Operating Expenses
 
Applicable Series  3/31/22 
Amber  $3,903.95 
Badminton  $3,214.20 
Bandelier  $5,250.30 
Basil  $2,384.99 
Bayside  $3,577.17 
Butter  $8,333.47 
Centennial  $4,109.95 

 

25

 

 

Chaparral  $2,412.84 
Coatbridge  $3,686.86 
Collinston  $2,217.13 
Cupcake  $2,917.44 
Davidson  $2,527.30 
Dawson  $3,066.31 
Dewberry  $2,396.77 
Diablo  $4,987.85 
Dolittle  $5,526.07 
Eastfair  $2,797.11 
Elevation  $4,126.04 
Elm  $2,225.17 
Ensenada  $8,253.40 
Forest  $3,957.14 
Grant  $6,892.02 
Holland  $2,992.89 
Holloway  $4,373.61 
Jupiter  $3,055.27 
KerriAnn  $4,790.39 
Kingsley  $4,279.71 
Lallie  $4,079.75 
Lennox  $2,714.33 
Lierly  $3,302.75 
Lily  $6,971.95 
Limestone  $7,512.99 
Luna  $2,789.55 
Malbec  $3,863.34 
Matchingham  $3,800.79 
McLovin  $7,335.44 
Meadow  $4,107.95 
Mojave  $3,088.83 
Murphy  $7,075.20 
Odessa  $6,897.47 
Olive  $2,838.52 
Oly  $7,450.87 
Patrick  $3,863.90 
Pecan  $3,133.85 
Pinot  $3,914.03 
Plumtree  $3,370.92 
Ribbonwalk  $5,946.20 
Ridge  $2,961.02 
River  $3,532.59 
Rooney  $7,857.34 
Roseberry  $4,145.41 
Saddlebred  $9,594.38 
Salem  $4,207.44 
Saturn  $2,914.83 
Scepter  $4,428.81 
Shoreline  $4,169.42 
Sigma  $9,265.71 
Soapstone  $3,116.26 
Spencer  $4,533.92 
Splash  $2,593.86 
Sugar  $4,057.37 
Summerset  $3,077.37 
Tuscan  $4,631.64 

 

26

 

 

Vernon  $5,227.58 
Weldon  $3,076.33 
Wentworth  $3,024.24 
Westchester  $4,957.60 
Windsor  $4,616.67 
Avebury  $218.09 
Bedford  $368.73 
Chelsea  $436.25 
Delta  $1,836.12 
Emporia  $3,420.60 
Gardens  $- 
Greenhill  $4,540.94 
Grove  $- 
Hadden  $923.26 
Hollandaise  $864.38 
Jack  $1,119.31 
Kawana  $255.97 
Louise  $- 
Lovejoy  $1,220.16 
Mammoth  $- 
Otoro  $640.00 
Peanut  $- 
Saint  $2,517.61 
Terracotta  $463.57 
Tulip  $- 
Tuxford  $962.62 
Wave  $2,735.76 
Wisteria  $225.00 
TOTAL  $321,052.14 

 

Other Expenses

  

During the period between January 1, 2022 and March 31, 2022, each series incurred interest expenses and offering expenses. The following table summarizes the total of such expenses incurred by each series during the period between January 1, 2022 and March 31, 2022. For the avoidance of doubt, the below amounts are unaudited.

 

Other Expenses
 
Applicable Series  3/31/22 
Amber  $2,068.29 
Badminton  $2,014.20 
Bandelier  $2,372.76 
Basil  $1,521.90 
Bayside  $1,916.49 
Butter  $2,542.26 
Centennial  $2,196.87 
Chaparral  $1,077.87 
Coatbridge  $2,029.20 
Collinston  $1,322.34 
Cupcake  $1,376.22 
Davidson  $1,424.07 
Dawson  $1,691.01 
Dewberry  $1,401.66 
Diablo  $2,014.02 
Dolittle  $2,010.90 
Eastfair  $1,734.39 
Elevation  $1,991.64 
Elm  $1,240.05 
Ensenada  $3,797.49 
Forest  $2,630.46 
Grant  $2,508.75 
Holland  $1,424.07 
Holloway  $2,555.31 
Jupiter  $1,615.86 
KerriAnn  $2,305.62 
Kingsley  $2,485.92 

 

27

 

 

Lallie  $2,780.76 
Lennox  $1,615.83 
Lierly  $1,354.71 
Lily  $3,017.67 
Limestone  $1,826.10 
Luna  $1,734.39 
Malbec  $2,411.76 
Matchingham  $1,417.89 
McLovin  $3,560.16 
Meadow  $2,081.85 
Mojave  $1,473.48 
Murphy  $2,007.93 
Odessa  $3,627.96 
Olive  $1,458.03 
Oly  $3,566.94 
Patrick  $1,119.12 
Pecan  $1,166.22 
Pinot  $2,436.69 
Plumtree  $1,148.55 
Ribbonwalk  $2,169.99 
Ridge  $1,623.39 
River  $1,991.64 
Rooney  $2,509.05 
Roseberry  $2,442.57 
Saddlebred  $3,221.10 
Salem  $2,457.60 
Saturn  $1,615.86 
Scepter  $1,830.93 
Shoreline  $2,450.07 
Sigma  $2,196.87 
Soapstone  $1,325.25 
Spencer  $2,254.68 
Splash  $1,265.85 
Sugar  $2,329.83 
Summerset  $1,916.49 
Tuscan  $1,875.30 
Vernon  $1,761.54 
Weldon  $1,322.34 
Wentworth  $1,533.93 
Westchester  $2,299.77 
Windsor  $2,630.46 
Avebury  $808.47 
Bedford  $654.02 
Chelsea  $858.23 
Delta  $1,660.06 
Emporia  $1,714.16 
Gardens  $180.10 
Greenhill  $1,985.99 
Grove  $83.13 
Hadden  $942.23 
Hollandaise  $1,424.77 
Jack  $387.18 
Kawana  $994.58 
Louise  $331.77 
Lovejoy  $1,387.22 
Mammoth  $62.81 
Otoro  $324.90 
Peanut  $193.96 
Saint  $1,825.49 
Terracotta  $1,317.82 
Tulip  $292.78 
Tuxford  $960.68 
Wave  $1,157.33 
Wisteria  $109.50 
TOTAL  $157,757.35 

 

28

 

  

Liquidity and Capital Resources

  

From inception, our manager has financed the business activities of each series. Upon the first closing of a particular series offering, the manager is reimbursed out of the proceeds of the relevant offering. Until such time as the series have the capacity to generate cash flows from operations, our manager may cover any deficits through capital contributions, which may be reimbursed upon closing of the relevant offering.

 

Cash and Cash Equivalent Balances

  

Cash is held at the series level. The following table summarizes the cash and cash equivalents held by series as of March 31, 2022. For the avoidance of doubt, the below amounts are unaudited.

 

Cash and Cash Equivalents
 
Applicable Series  3/31/22 
Amber  $9,977.07 
Badminton  $13,328.50 
Bandelier  $13,793.36 
Basil  $10,220.09 
Bayside  $17,268.23 
Butter  $15,596.82 
Centennial  $11,515.37 
Chaparral  $16,755.93 
Coatbridge  $16,592.72 
Collinston  $8,415.59 
Cupcake  $9,116.38 
Davidson  $8,662.12 
Dawson  $16,861.94 
Dewberry  $4,161.70 
Diablo  $(2,831.88)
Dolittle  $13,366.88 
Eastfair  $13,571.97 
Elevation  $13,624.11 
Elm  $11,964.32 
Ensenada  $22,517.86 
Forest  $16,555.12 
Grant  $16,953.09 
Holland  $9,103.29 
Holloway  $14,655.44 
Jupiter  $8,148.67 
KerriAnn  $16,451.99 
Kingsley  $14,611.99 
Lallie  $20,489.88 
Lennox  $17,613.68 
Lierly  $18,625.65 
Lily  $49,990.22 
Limestone  $9,785.30 
Luna  $11,901.59 
Malbec  $16,745.51 
Matchingham  $16,270.35 
McLovin  $22,052.66 
Meadow  $10,797.57 
Mojave  $8,789.16 
Murphy  $14,028.71 
Odessa  $17,491.63 
Olive  $14,270.99 
Oly  $24,050.44 
Patrick  $12,100.07 
Pecan  $18,525.29 
Pinot  $16,989.15 
Plumtree  $21,885.34 
Ribbonwalk  $14,768.85 
Ridge  $13,567.41 
River  $16,664.42 
Rooney  $13,343.70 
Roseberry  $8,374.15 
Saddlebred  $16,801.81 

 

29

 

 

Salem  $16,474.31 
Saturn  $7,889.25 
Scepter  $11,135.01 
Shoreline  $12,194.83 
Sigma  $15,701.16 
Soapstone  $15,995.09 
Spencer  $13,023.30 
Splash  $15,357.31 
Sugar  $20,135.96 
Summerset  $11,574.38 
Tuscan  $19,772.83 
Vernon  $11,925.40 
Weldon  $8,178.13 
Wentworth  $8,869.52 
Westchester  $18,858.55 
Windsor  $18,291.72 
Avebury  $(867.30)
Bedford  $(898.14)
Chelsea  $(1,069.17)
Delta  $34,563.38 
Emporia  $10,434.48 
Gardens  $- 
Greenhill  $13,702.97 
Grove  $- 
Hadden  $(582.96)
Hollandaise  $(1,234.98)
Jack  $- 
Kawana  $11,950.07 
Louise  $- 
Lovejoy  $8,540.65 
Mammoth  $- 
Otoro  $- 
Peanut  $- 
Saint  $18,751.74 
Terracotta  $(1,046.73)
Tulip  $- 
Tuxford  $10,105.90 
Wave  $16,389.36 
Wisteria  $- 
TOTAL  $1,110,998.22 

 

30

 

 

Item 3. Directors AND Officers

 

General

 

The manager of our company is Arrived Holdings, Inc., a Delaware corporation. The manager has established a Board of Directors for our company, consisting of two members, Ryan Frazier and Kenneth Cason.

 

All of our directors and executive officers are employees of the manager. The executive offices of the manager are located at 500 Yale Avenue North, Seattle, WA 98109, and the telephone number of the manager’s executive offices is (814) 277-4833.

 

Executive Officers and Directors

 

The following table sets forth certain information with respect to each of the directors and executive officers of the manager:

 

Executive Officer   Age   Position Held with our Company(1) (2)   Position Held with the Manager
Ryan Frazier   34   Chief Executive Officer and Director   Chief Executive Officer, President and Director
Joel Mezistrano   50   Chief Financial Officer   Chief Financial Officer
Kenneth Cason   35   Chief Technology Officer and Director   Chief Technology Officer and Director
Alejandro Chouza   40   Chief Operating Officer   Chief Operating Officer

 

(1) The current executive officers and directors, whose terms in office began upon the organization of our company on July 13, 2020, will serve in these capacities indefinitely, or until their successors are duly elected and qualified.

 

(2) The executive officers of the manager are currently devoting a significant amount of their working time to the operations of our company to satisfy their respective responsibilities to the management of our company.

 

Biographical Information

 

Set forth below is biographical information of our executive officers and directors.

 

Ryan Frazier, our Chief Executive Officer and a director, has served as the Chief Executive Officer, President, and a director of Arrived Holdings, Inc. since its inception in February 2019 and as CEO and director of our company since its inception. In 2011, Mr. Frazier co-founded and was the CEO of DataRank, Inc., a social media listening platform used by Fortune 500 companies, including Procter & Gamble, Coca Cola, and The Clorox Company, to garner insights from their consumers. Mr. Frazier led DataRank through a merger with Simply Measured, Inc. in 2015, and again through a merger with Sprout Social, Inc. in 2017, after which he acted in the role of General Manager, leading the integration of the Simply Measured, Inc. and Sprout Social businesses in Sprout Social’s Seattle office. Mr. Frazier is an alumnus of Y Combinator, S13, and he graduated from the University of Arkansas in 2010 with a B.S. in International Business.

 

Joel Mezistrano, our Chief Financial Officer, has served as the Chief Financial Officer of Arrived Holdings, Inc. since December 2019 and as the Chief Financial Officer of our company since its inception. Mr. Mezistrano has been investing in residential real estate for over 25 years. He graduated from the Massachusetts Institute of Technology with degrees in Mathematics and Computer Science. He started his career at Accenture and then moved to hold executive roles at several high-growth venture backed startups in industries such as Banking, Insurance, and E-Commerce. For the last 10 years, Mr. Mezistrano has been a Principal and CFO at American Classic Homes which has annual revenues in excess of $100 million and operates several investment funds utilizing institutional capital, family offices, and high-net worth individuals. Joel is also a Principal and CFO at SeaLevel Properties which has a $250 million portfolio of apartments and mixed-use projects in the Seattle area.

 

31

 

 

Kenneth Cason, our Chief Technology Officer and a director, has served as the Chief Technology Officer and director of Arrived Holdings, Inc. since its inception in February 2019. Beginning in 2011, Mr. Cason served as the Co-Founder and Chief Technology Officer of DataRank, Inc. Mr. Cason worked extensively to help design and build large scale data collection, processing, and search systems. He remained employed with DataRank through two mergers; first with Simply Measured, Inc., in 2015, and then again with Sprout Social in 2017. During both mergers he worked to lead and integrate each company’s tech stack. Mr. Cason is an alumni of Y Combinator, S13, and he graduated from the University of Arkansas in 2010 with a B.S. in Computer Science and also received Associate degrees in Mathematics, Japanese and Chinese.

 

Alejandro Chouza, our Chief Operating Officer, has serviced as the Chief Operating Officer since July 2020. Mr. Chouza was previously the VP of Operations of Oyo Rooms beginning in May 2019. Prior to that, Mr. Chouza was the Regional General Manager of Uber Technologies, Inc., from September 2014 through May 2019, where he launched and managed operations in Mexico and the Northwest USA markets. Mr. Chouza graduated with a B.S. from Babson College and an M.B.A. from The Wharton School of the University of Pennsylvania.

 

There are no arrangements or understandings known to us pursuant to which any director was or is to be selected as a director or nominee. There are no agreements or understandings for any executive officer or director to resign at the request of another person and no officer or director is acting on behalf of nor will any of them act at the direction of any other person.

 

There are no family relationships between any director, executive officer, person nominated or chosen to become a director or executive officer or any significant employee.

 

The Manager and the Operating Agreement

 

The manager will be responsible for directing the management of our business and affairs, managing our day-to-day affairs, and implementing our investment strategy. The manager and its officers will not be required to devote all of their time to our business and are only required to devote such time to our affairs as their duties require.

 

The manager will perform its duties and responsibilities pursuant to the operating agreement. The manager will maintain a contractual, as opposed to a fiduciary relationship, with us and our investors. Furthermore, we have agreed to limit the liability of the manager and to indemnify the manager against certain liabilities.

 

The operating agreement further provides that our manager, in exercising its rights in its capacity as the managing member, will be entitled to consider only such interests and factors as it desires, including its own interests, and will have no duty or obligation (fiduciary or otherwise) to give any consideration to any interest of or factors affecting our company, any series of interests or any of the interest holders and will not be subject to any different standards imposed by the operating agreement, the LLC Act or under any other law, rule or regulation or in equity.  In addition, the operating agreement provides that our manager will not have any duty (including any fiduciary duty) to our company, any series or any of the interest holders.

 

Our manager has not-sponsored any prior real estate investment programs. Accordingly, this Form 1-K does not contain any information concerning prior performance of our manager and its affiliates, which means that you will be unable to assess any results from their prior activities before deciding whether to purchase interests in our series.

 

Responsibilities of the Manager 

 

The responsibilities of the manager include:

 

  Investment Advisory, Origination and Acquisition Services such as approving and overseeing our overall investment strategy, which will consist of elements such as investment selection criteria, diversification strategies and asset disposition strategies;

 

  Offering Services such as the development of our series offerings, including the determination of their specific terms;

 

  Management Services such as investigating, selecting, and, on our behalf, engaging and conducting business with such persons as the manager deems necessary to the proper performance of its obligations under the operating agreement, including but not limited to consultants, accountants, lenders, technical managers, attorneys, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, developers, construction companies, property managers and any and all persons acting in any other capacity deemed by the manager necessary or desirable for the performance of any of the services under the operating agreement;

 

32

 

 

  Accounting and Other Administrative Services such as maintaining accounting data and any other information concerning our activities as will be required to prepare and to file all periodic financial reports and returns required to be filed with the Commission and any other regulatory agency, including annual financial statements, and managing and performing the various administrative functions necessary for our day-to-day operations;

 

  Investor Services such as managing communications with our investors, including answering phone calls, preparing and sending written and electronic reports and other communications;

 

  Financing Services such as monitoring and overseeing the service of our debt facilities and other financings, if any; and 

 

  Disposition Services such as evaluating and approving potential asset dispositions, sales or liquidity transactions.

 

Management Compensation

 

Pursuant to the operating agreement, the manager, or affiliated entities, may receive fees and expense reimbursements for services relating to our series offerings and the investment and management of our series properties. The items of compensation are summarized in the following table:

 

Form of Compensation   Description
Operating Stage:    
     
Asset Management Fee   Each series will pay the manager an annual asset management fee equal to one percent (1%) of the capital contributions to that series. This fee will be paid out of the  net operating rental income of the series. To the extent leverage is utilized to acquire a series property, the asset management fee will be calculated on the actual amount of the capital contributions to the series, which would be less than the maximum offering amount of that series.
     
Property Management Fee   To the extent that a property manager is paid a fee less than the eight percent (8%) charged to a series, the manager will receive the difference as income.  Property management fees will be negotiated with a local property manager on a case-by case, arms’ length basis.   
     
Reimbursement of Expenses   We will reimburse the manager for out-of-pocket expenses in connection with our organization and offering (up to a maximum of two percent (2%) of the gross offering proceeds per series offering), our operations and the acquisition of properties and in connection with third parties providing services to us. This does not include the manager’s overhead, employee costs borne by the manager, utilities or technology costs. 
     
Property Disposition Fee   To the extent that the actual property disposition fees are less than the amount charged to a series, the manager will receive the difference as income. We expect to charge each series a market rate disposition fee in the range of six percent (6%) to seven percent (7%) of a property sale price, our estimation of what actual disposition fees should total. Actual disposition fees, which cover property sale expenses such as brokerage commissions, and title, escrow and closing costs, are determined by local customary real estate market practices and applicable laws. 
     
Fees from Other Services – Affiliates of the Manager   We may retain third parties, including certain of the manager’s affiliates, for necessary services relating to our investments or our operations, including any administrative services and construction, brokerage, leasing, development, property oversight and other property management services. Any such arrangements will be at market terms and rates.

 

33

 

 

Reimbursement of Expenses

 

Because the manager’s personnel will perform certain legal, accounting, due diligence tasks and other services that outside professionals or outside consultants otherwise would perform, the manager will be reimbursed for the documented cost of performing such tasks.  We will also pay all fees, costs and expenses of the series, and of our company as applicable, other than those specifically required to be borne by the manager under the operating agreement. These expenses include, but are not limited to:

 

  expenses associated with the listing of our interests (or any other securities of our company) on a securities exchange or alternative trading system (“ATS”), if applicable, or with the formation of our company or any series or subsidiary thereof and the offering, issuance and distribution of our interests (or any other securities of our company), such as selling commissions and fees, advertising expenses, taxes, legal and accounting fees, listing and registration fees;

 

  expenses in connection with the transaction costs incident to the acquisition, origination, disposition and financing of our properties;

 

  expenses of organizing, revising, amending, converting, modifying or terminating our company or any series or subsidiary thereof;

 

  costs associated with the establishment and maintenance of any credit facilities, repurchase agreements, and securitization vehicles or other indebtedness of ours (including commitment fees, accounting fees, legal fees, closing and other similar costs);

 

  expenses connected with communications to any lenders and holders of our securities or of our subsidiaries and other bookkeeping and clerical work necessary in maintaining relations with any lenders and holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the Commission, the costs payable by us to any transfer agent and registrar in connection with the listing and/or trading of our interests on any exchange, the fees payable by us to any such exchange in connection with its listing, and costs of preparing, printing and mailing our annual report to our investors and proxy materials with respect to any meeting of our investors;

 

  expenses incurred by managers, officers, personnel and agents of the manager for travel on our behalf and other out-of-pocket expenses incurred by managers, officers, personnel and agents of the manager in connection with the purchase, origination, financing, refinancing, sale or other disposition of a property;

 

  costs and expenses incurred with respect to market information systems and publications, pricing and valuation services, research publications and materials, and settlement, clearing and custodial fees and expenses;

 

  compensation and expenses of our custodian and transfer agent, if any;

 

  all other costs and expenses relating to our business operations, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of propertiers, including appraisal, reporting, audit and legal fees;

 

  all costs and expenses relating to the development and management of our website

 

34

 

 

  any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise), including any costs or expenses incurred in connection therewith, against us or any subsidiary, or against any trustee, director or executive officer of us or of any subsidiary in his or her capacity as such for which we or any subsidiary is required to indemnify such trustee, director or executive officer by any court or governmental agency; and

 

  all other expenses actually incurred by the manager (except as described below) which are reasonably necessary for the performance by the manager of its duties and functions under the operating agreement.

 

However, to the extent the manager advances the fees, costs and expenses that it is not obligated to pay under the operating agreement, our company will reimburse the manager for such fees, costs and expenses. Expense reimbursements shall be payable monthly in cash.

 

Indemnification of the Manager

 

The operating agreement provides that none of our manager, any current or former directors, officers, employees, partners, shareholders, members, controlling persons, agents or independent contractors of our manager nor persons acting at the request of our company in certain capacities with respect to other entities will be liable to our company, any series or any interest holders for any act or omission taken by them in connection with the business of our company or any series that has not been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to constitute fraud, willful misconduct or gross negligence.  

 

Each series will indemnify these persons out of its assets against all liabilities and losses (including amounts paid in respect of judgments, fines, penalties or settlement of litigation, including legal fees and expenses) to which they become subject by virtue of serving our company or such series and with respect to any act or omission that has not been determined by a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to constitute fraud, willful misconduct or gross negligence.

 

Term and Removal of the Manager

 

The operating agreement provides that the manager will serve as the manager for an indefinite term, but that the manager only be removed as manager of our company and each series of interests in a very limited circumstance, following a non-appealable judgment of a court of competent jurisdiction to have committed fraud in connection with our company or a series of interests, by an affirmative vote of two-thirds of our company’s members. Additionally, the manager may choose to withdraw as the manager, under certain circumstances.

 

The manager may assign its rights under the operating agreement in its entirety or delegate certain of its duties under the operating agreement to any of its affiliates without the approval of our investors so long as the manager remains liable for any such affiliate’s performance.

 

The manager may withdraw as the manager if we become required to register as an investment company under the Investment Company Act, with such withdrawal deemed to occur immediately before such event.

 

In the event of the removal of the manager, the manager will cooperate with us and take all reasonable steps to assist in making an orderly transition of the management function. The manager will determine whether any succeeding manager possesses sufficient qualifications to perform the management function.

 

Other than any accrued fees payable to the manager, no additional compensation will be paid to the manager in the event of the removal of the manager.

 

Manager Affiliates

 

Our manager controls two affiliated entities:

 

Arrived Services, LLC – Arrived Services, LLC, or Arrived Services, was formed on May 29, 2019 as a Delaware limited liability company with Arrived Holdings, Inc. as its sole member and manager. Arrived Services serves as the sole general partner of Arrived Homes, LP and, as such, manages the lease agreements, rent collection, and tenant communications for the residential rental properties owned by Arrived Homes, LP. Additionally, Arrived Services manages a rental listing program accessible on the Arrived Homes platform at arrivedhomes.com website, whereby owners of residential rental properties are able to publish listings of available rental homes on the arrivedhomes.com website. Arrived Services may continue to operate the rental listing service on a sub-directory or unique url of the arrivedhomes.com website, at the discretion of the manager.

 

35

 

 

Arrived Homes, LP – Arrived Homes, LP was formed on May 29, 2019 as a Delaware limited partnership with Arrived Services, LLC as its sole general partner and manager of its business. Arrived Homes, LP was established to invest in real estate properties. It owned the two properties that were sold to Arrived Homes Series Lierly LLC and Arrived Homes Series Soapstone LLC.

 

Arrived Homes II, LLC – Arrived Homes II, LLC was formed on February 2, 2022 as a Delaware series limited liability company to permit public investment in individual real estate properties that will be owned by individual series of Arrived Homes II, LLC.

 

Compensation of Executive Officers

 

We do not currently have any employees nor do we currently intend to hire any employees who will be compensated directly by our company. Each of our executive officers, who are also executive officers of the manager, manages our day-to-day affairs, oversees the review, selection and recommendation of investment opportunities, services acquired properties and monitors the performance of these properties to ensure that they are consistent with our investment objectives. Each of these individuals receives compensation for his or her services, including services performed for us on behalf of the manager, from the manager. We do not intend to pay any compensation to these individuals.

 

Compensation of the Manager

 

The manager will receive compensation and reimbursement for costs incurred relating to our series offerings (e.g., Offering Expenses and Acquisition Expenses) as discussed above. Neither the manager nor any of its affiliates will receive any selling commissions or dealer manager fees in connection with our series offerings.

 

Item 4. Security Ownership of Management and Certain Securityholders

 

Our company is managed by Arrived Holdings, Inc., the manager, who will also be the manager of all of our series. The manager currently does not own, and at the closing of each series offering is not expected to own, any of the interests in any series.

 

The manager or an affiliate of the manager may purchase interests in any series of our company on the same terms as offered to investors. No brokerage fee will be paid on any interests purchased by the manager or its affiliates. Additionally, the manager may acquire interests in any series of our company in the event that a promissory note issued to the manager in connection with the acquisition of a series property, if outstanding, is not repaid on or prior to its maturity date, at which point, the outstanding balance of the promissory note will be converted into series interests under the same terms as in the applicable series offering.

 

The address of Arrived Holdings, Inc. is 500 Yale Avenue North, Seattle, WA 98109.

 

36

 

 

Item 5. INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN Transactions

 

The following includes a summary of transactions since our formation in July 2020, in which we were or are to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 and one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest (other than compensation described under “Compensation of Directors and Executive Officers”). We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.

 

Arrived Homes Series Lierly LLC completed the acquisition of the Arrived Homes Series Lierly LLC property for a purchase price of $215,000 on January 20, 2021, prior to the start of its offering. Arrived Homes Series Lierly LLC purchased the Arrived Homes Series Lierly LLC property from Arrived Homes, LP, an affiliate of the manager, who originally paid $212,500 for the property. To pay the $215,000 Arrived Homes Series Lierly LLC property purchase price, Arrived Homes Series Lierly LLC issued a promissory note to our owner affiliate, the former owner of the Arrived Homes Series Lierly LLC property, in the amount of $215,000.

 

Arrived Homes Series Soapstone LLC completed the acquisition of the Arrived Homes Series Soapstone LLC property for a purchase price of $220,000 on January 20, 2021, prior to the start of its offering. Arrived Homes Series Soapstone LLC purchased the Arrived Homes Series Soapstone LLC property from Arrived Homes, LP, an affiliate of the manager, who originally paid $217,500 for the property. To pay the $220,000 Arrived Homes Series Soapstone LLC property purchase price, Arrived Homes Series Soapstone LLC issued a promissory note to our owner affiliate, the former owner of the Arrived Homes Series Soapstone LLC property, in the amount of $220,000.

 

Arrived Homes Series Patrick LLC completed the acquisition of the Arrived Homes Series Patrick LLC property for a purchase price of $210,205 on January 4, 2021, prior to the start of its offering. Arrived Homes Series Patrick LLC purchased the Arrived Homes Series Patrick LLC property from the manager, who originally paid $191,000 for the property. To pay the $210,205 Arrived Homes Series Patrick LLC property purchase price, Arrived Homes Series Patrick LLC issued a promissory note to the manager, the former owner of the Arrived Homes Series Patrick LLC property, in the amount of $210,205.

 

Arrived Homes Series Pecan LLC completed the acquisition of the Arrived Homes Series Pecan LLC property for a purchase price of $208,495 on January 1, 2021, prior to the start of its offering. Arrived Homes Series Pecan LLC purchased the Arrived Homes Series Pecan LLC property from the manager, who originally paid $198,500 for the property. To pay the $208,495 Arrived Homes Series Pecan LLC property purchase price, Arrived Homes Series Pecan LLC issued a promissory note to the manager, the former owner of the Arrived Homes Series Pecan LLC property, in the amount of $208,495.

 

Arrived Homes Series Plumtree LLC completed the acquisition of the Arrived Homes Series Plumtree LLC property for a purchase price of $202,950 on January 4, 2021, prior to the start of its offering. Arrived Homes Series Plumtree LLC purchased the Arrived Homes Series Plumtree LLC property from the manager, who originally paid $190,000 for the property. To pay the $202,950 Arrived Homes Series Plumtree LLC property purchase price, Arrived Homes Series Plumtree LLC issued a promissory note to the manager, the former owner of the Arrived Homes Series Plumtree LLC property, in the amount of $202,950.

 

Arrived Homes Series Chaparral LLC completed the acquisition of the Arrived Homes Series Chaparral LLC property for a purchase price of $197,965 on January 14, 2021, prior to the start of its offering. Arrived Homes Series Chaparral LLC purchased the Arrived Homes Series Chaparral LLC property from the manager, who originally paid $184,900 for the property. To pay the $197,965 Arrived Homes Series Chaparral LLC property purchase price, Arrived Homes Series Chaparral LLC issued a promissory note to the manager, the former owner of the Arrived Homes Series Chaparral LLC property, in the amount of $197,965.

 

Arrived Homes Series Splash LLC completed the acquisition of the Arrived Homes Series Splash LLC property for a purchase price of $215,000 on April 30, 2021, prior to the start of its offering. Arrived Homes Series Splash LLC purchased the Arrived Homes Series Splash LLC property from the manager, who originally paid $215,000 for the property. To pay the $215,000 Arrived Homes Series Splash LLC property purchase price, Arrived Homes Series Splash LLC issued a promissory note to the manager in the amount of $92,500 and secured a mortgage loan for the remaining $122,500 from Arvest Bank.

 

Arrived Homes Series Tuscan LLC completed the acquisition of the Arrived Homes Series Tuscan LLC property for a purchase price of $320,898 on May 12, 2021, prior to the start of its offering. Arrived Homes Series Tuscan LLC purchased the Arrived Homes Series Tuscan LLC property from the manager, who originally paid $320,898 for the property. To pay the $320,898 Arrived Homes Series Tuscan LLC property purchase price, Arrived Homes Series Tuscan LLC issued a promissory note to the manager in the amount of $139,418 and secured a mortgage loan for the remaining $181,480 from Arvest Bank.

 

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Arrived Homes Series Kingsley LLC completed the acquisition of the Arrived Homes Series Kingsley LLC property from an unaffiliated seller for a purchase price of $315,000 on June 1, 2021, prior to the start of its offering. To pay the $315,000 Arrived Homes Series Kingsley LLC property purchase price, Arrived Homes Series Kingsley LLC borrowed $100,000 from the manager in exchange for issuing a promissory note to the manager in the amount of $100,000 and secured a mortgage loan for the remaining $215,000 from Certain Lending, Inc.

 

Arrived Homes Series Eastfair LLC completed the acquisition of the Arrived Homes Series Eastfair LLC property from an unaffiliated seller for a purchase price of $215,000 on June 4, 2021, prior to the start of its offering. To pay the $215,000 Arrived Homes Series Eastfair LLC property purchase price, Arrived Homes Series Eastfair LLC borrowed $65,000 from the manager in exchange for issuing a promissory note to the manager in the amount of $65,000 and secured a mortgage loan for the remaining $150,000 from Certain Lending, Inc.

 

Arrived Homes Series Centennial LLC completed the acquisition of the Arrived Homes Series Centennial LLC property from an unaffiliated seller for a purchase price of $285,000 on June 7, 2021, prior to the start of its offering. To pay the $285,000 Arrived Homes Series Centennial LLC property purchase price, Arrived Homes Series Centennial LLC borrowed $115,000 from the manager in exchange for issuing a promissory note to the manager in the amount of $115,000 and secured a mortgage loan for the remaining $190,000 from Certain Lending, Inc.

 

With respect to future series, their properties will be acquired in accordance with one of the acquisition methods discussed in the section titled “Description of Business – Acquisition Mechanics.” As such, the manager is expected to receive interest income from loans to the multiple series.

 

Item 6. Other Information

 

None.

 

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Item 7. Financial Statements

 

    Page
   
CONSOLIDATED BALANCE SHEET (PCAOB ID 00536) F-1
   
CONSOLIDATED STATEMENT OF OPERATIONS F-3
   
CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S EQUITY F-4
   
CONSOLIDATED STATEMENT OF CASH FLOWS F-5
   
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS F-6

 

F-1

 

 

ARRIVED HOMES, LLC

CONSOLIDATED BALANCE SHEET

AS OF DECEMBER 31, 2020

 

 

ASSETS     
Current assets:     
Due from related party  $- 
Total assets  $- 
      
LIABILITIES AND MEMBER’S EQUITY     
liabilities:     
Accounts payable and accrued expenses  $- 
Due to related party   - 
Total liabilities   - 
      
Member’s equity   - 
Total liabilities and member’s equity  $- 

 

See accompanying Independent Auditor’s Report and accompanying notes, which are an integral part of these consolidated financial statements.

 

F-2

 

 

ARRIVED HOMES, LLC

CONSOLIDATED STATEMENT OF OPERATIONS

For the Period from July 13, 2020 (inception) to December 31, 2020

 

 

    For the Period from  
    July 13,
2020 (inception)
 
    to December 31,  
    2020  
Revenue   $               -  
         
Operating expenses     -  
         
Net income   $ -  

 

See accompanying Independent Auditor’s Report and accompanying notes, which are an integral part of these consolidated financial statements.

 

F-3

 

 

ARRIVED HOMES, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S EQUITY

For the Period from July 13, 2020 (inception) to December 31, 2020

 

 

    Member’s  
    Equity  
       
Balance at July 13, 2020 (inception)   $            -  
Parent contributions     -  
Net income     -  
Balance at December 31, 2020   $ -  

 

See accompanying Independent Auditor’s Report and accompanying notes, which are an integral part of these consolidated financial statements.

 

F-4

 

 

ARRIVED HOMES, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

For the Period from July 13, 2020 (inception) to December 31, 2020

 

 

    For the Period from  
    July 13,
2020
(inception) to
 
    December 31,  
    2020  
Cash flows from operating activities:      
Net income   $          -  
Net cash provided by operating activities     -  
Net change in cash and cash equivalents     -  
Cash at beginning of period     -  
Cash at end of period   $ -  

 

See accompanying Independent Auditor’s Report and accompanying notes, which are an integral part of these consolidated financial statements.

 

F-5

 

 

ARRIVED HOMES, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2020 and for the period from July 13, 2020 (inception) to December 31, 2020

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (the “Company”) is a Delaware series limited liability company formed on July 13, 2020 under the laws of Delaware. The Company was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate series of limited liability interests, or “Series”, that management intends to establish. As a Delaware series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

As of December 31, 2020, the Company has not yet commenced operations. Once the Company commences its planned principal operations, it will incur significant additional expenses. The Company is dependent upon additional capital resources for the commencement of its planned principal operations and is subject to significant risks and uncertainties, including failing to secure funding to commence the Company’s planned operations or failing to profitably operate the business.

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (GAAP). The Company has adopted a calendar year as its fiscal year.

 

Use of Estimates

The preparation of the consolidated financial statement in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Principles of Consolidation

These consolidated financial statements include the accounts of the Company and its series. There was no financial activity in any such series as of December 31, 2020. All inter-company transactions and balances have been eliminated on consolidation.

 

Cash Equivalents and Concentration of Cash Balance

The Company considers all highly liquid securities with an original maturity of less than three months to be cash equivalents. The Company’s cash and cash equivalents in bank deposit accounts, at times, may exceed federally insured limits.

 

Deferred Offering Costs

The Company complies with the requirements of FASB ASC 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to member’s equity upon the completion of an offering or to expense if the offering is not completed.

 

The Company will reimburse its Manager (as defined in Note 4) up to 2% of the gross offering proceeds per Series offering for offering costs from the proceeds of each Series offering.

 

See accompanying Independent Auditor’s Report

 

F-6

 

 

ARRIVED HOMES, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2020 and for the period from July 13, 2020 (inception) to December 31, 2020

 

Fair Value of Financial Instruments

Financial Accounting Standards Board (“FASB”) guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Organizational Costs

In accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 720, organizational costs, including accounting fees, legal fees, and costs of incorporation, are expensed as incurred.

 

Operating Expenses

Each series of the Company will be responsible for the costs and expenses attributable to the activities of the Company related to such series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a series property and cannot be covered by any operating expense reserves on the balance sheet of such series property, the Manager may (a) pay such operating expenses and not seek reimbursement, (b) loan the amount of the operating expenses to the applicable series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by such series property, and/or (c) cause additional interests to be issued in such series in order to cover such additional amounts. 

 

Income Taxes 

The Company is a limited liability company. Accordingly, under the Internal Revenue Code, all taxable income or loss flows through to its members. Therefore, no provision for income tax has been recorded in these financial statements. Income from the Company is reported and taxed to the members on their individual tax returns. We intend for each series to elect and qualify to be taxed as a separate real estate investment trust, or REIT, for U.S. federal income tax purposes, commencing with the taxable year ending after the completion of the initial offering of interests of such series.

 

The Company complies with FASB ASC 740 for accounting for uncertainty in income taxes recognized in a company’s financial statements, which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. FASB ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s consolidated financial statements. The Company believes that its income tax positions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position. The Company may in the future become subject to federal, state and local income taxation though it has not been since its inception.  The Company is not presently subject to any income tax audit in any taxing jurisdiction.    

 

See accompanying Independent Auditor’s Report

 

F-7

 

 

ARRIVED HOMES, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2020 and for the period from July 13, 2020 (inception) to December 31, 2020

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is a business that has not commenced planned principal operations, plans to incur significant costs in pursuit of its capital financing plans, and has not generated any revenues or profits as of December 31, 2020. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company’s ability to continue as a going concern in the next twelve months is dependent upon its ability to obtain capital financing from investors sufficient to meet current and future obligations and deploy such capital to produce profitable operating results. No assurance can be given that the Company will be successful in these efforts. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

NOTE 4: MEMBERS’S EQUITY

 

The Company is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Company (the “Manager”). Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Company and to each of the Company’s series and subsidiaries, if any.

 

The Manager will be responsible for directing the management of our business and affairs, managing our day-to-day affairs, and implementing our investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

Pursuant to the operating agreement, the Manager will receive fees and expense reimbursements for services relating to the Company’s offering, investment management, and management of properties.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Company expects the Manager to make distributions on a semi-annual basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Company, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Company, and no member of the Company is obligated personally for any such debt, obligation, or liability.

 

See accompanying Independent Auditor’s Report

 

F-8

 

 

ARRIVED HOMES, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2020 and for the period from July 13, 2020 (inception) to December 31, 2020

 

NOTE 5: RELATED PARTY TRANSACTIONS

 

The Company entered into an agreement with its Manager where the Manager will receive from each series an asset management fee equal to one percent (1%) of the capital contributions to that series per year.

 

The Company entered into an agreement with its Manager where as compensation for the services provided by the property manager, each series will be charged a property management fee equal to eight percent (8%) of rents collected on a series property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the series, the manager will receive the difference as income.

 

Upon the disposition and sale of a series property, each series will be charged a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that this disposition fee charged to a series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the series, the Manager will receive the difference as income.

 

NOTE 6: RECENT ACCOUNTING PRONOUNCEMENTS

 

In February 2016, the FASB issued ASU 2016-02, “Leases” (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. We are continuing to evaluate the impact of this new standard on our financial reporting and disclosures.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statement. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.

 

NOTE 7: SUBSEQUENT EVENTS

 

Management has evaluated all subsequent events through June 8, 2021, the date the consolidated financial statements were available to be issued. There are no material events requiring disclosure or adjustment to the consolidated financial statements, except as set forth below.

 

Subsequent to December 31, 2020, the Company offered Series Lierly, Series Soapstone, Series Pecan, Series Patrick, Series Plumtree and Series Chaparral Interests to the general public.

 

See accompanying Independent Auditor’s Report

 

F-9

 

 

ARRIVED HOMES, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2020 and for the period from July 13, 2020 (inception) to December 31, 2020

 

Subsequent to December 31, 2020 the relevant subsequent series of the Company acquired the 100% of the membership interest in the following LLCs, each holding the corresponding series property, from the Manager as follows:

 

Date  Purchaser  Acquired LLC  Series Property  Purchase
Price
 
01/04/2021  Series Plumtree  Arrived AR Plumtree, LLC  Series Plumtree property  $202,950(1)
01/14/2021  Series Chaparral  Arrived AR Chaparral, LLC  Series Chaparral property  $197,965(2)
04/30/2021  Series Splash  Arrived AR Splash, LLC  Series Splash property  $215,000(3)
05/12/2021  Series Tuscan  Arrived AR Tuscan, LLC  Series Tuscan property  $320,898(4)

 

(1)The Purchase Price for the Arrived AR Plumtree, LLC is funded by a promissory note to the Manager with a principal amount of $202,950, which was later refinanced in part by a mortgage loan secured against the Series Plumtree property from Arvest Bank in the amount of $111,150. The promissory note to the Manager bears interest at a rate of 0.14% per annum compounding annually, the minimum applicable federal rate in effect as of the date of purchase, must be repaid within 18 months of the date on which the Company commences the offering of membership interests following qualification of this offering circular (for any Series, the “Offering Start Date”) and may be prepaid at any time without penalty. The mortgage loan from Arvest Bank bears interest at a rate of 4.00% per annum and must be repaid within 10 years of the date of closing of the purchase of the series property.

 

(2)The Purchase Price for the Arrived AR Chaparral, LLC is funded by a promissory note to the Manager with a principal amount of $197,965, which was later refinanced in part by a mortgage loan secured against the Series Chaparral property from Arvest Bank in the amount of $104,310. The promissory note to the Manager bears interest at a rate of 0.14% per annum compounding annually, the minimum applicable federal rate in effect as of the date of purchase, must be repaid within 18 months of the date on the Offering Start Date and may be prepaid at any time without penalty. The mortgage loan from Arvest Bank bears interest at a rate of 4.00% per annum and must be repaid within 10 years of the date of closing of the purchase of the series property.

 

(3)The Purchase Price for the Arrived AR Splash, LLC is funded by a promissory note to the Manager with a principal amount of $92,500 and a mortgage loan secured against the Series Splash property from Arvest Bank in the amount of $122,500. The promissory note to the Manager bears interest at a rate of 0.12% per annum compounding annually, the minimum applicable federal rate in effect as of the date of purchase, must be repaid within 18 months of the date on the Offering Start Date and may be prepaid at any time without penalty. The mortgage loan from Arvest Bank bears interest at a rate of 4.00% per annum and must be repaid within 10 years of the date of closing of the purchase of the series property.

 

(4)The Purchase Price for the Series Tuscan property is funded by a promissory note to the Manager with a principal amount of $139,418 and a mortgage loan secured against the Series Tuscan property from Arvest Bank in the amount of $181,480. The promissory note to the Manager bears interest at a rate of 0.13% per annum compounding annually, the minimum applicable federal rate in effect as of the date of purchase, must be repaid within 18 months of Offering Start Date and may be prepaid at any time without penalty. The mortgage loan from Arvest Bank bears interest at a rate of 4.00% per annum and must be repaid within 10 years of the date of closing of the purchase of the series property.

 

Subsequent to December 31, 2020, the relevant subsequent series of the Company acquired the following series properties directly from the Manager as follows: 

 

Date  Purchaser  Series Property  Purchase Price 
02/01/2021  Series Pecan  Series Pecan property  $208,495(1)
02/01/2021  Series Patrick  Series Patrick property  $210,205(2)

 

(1)The Purchase Price for Series Pecan property is comprised of a promissory note to the Manager with a principal amount of $208,495, which was later refinanced in part by a mortgage loan secured against the Series Pecan property from Arvest Bank in the amount of $112,860. The promissory note to the Manager bears interest at a rate of 0.12% per annum compounding annually, the minimum applicable federal rate in effect as of the date of purchase, must be repaid within 18 months of the date on the Offering Start Date and may be prepaid at any time without penalty. The mortgage loan from Arvest Bank bears interest at a rate of 4.00% per annum and must be repaid within 10 years of the date of closing of the purchase of the series property.

 

(2)The Purchase Price for Series Patrick property is comprised of a promissory note to the Manager with a principal amount of $210,205, which was later refinanced in part by a mortgage loan secured against the Series Pecan property from Arvest Bank in the amount of $108,300. The promissory note to the Manager bears interest at a rate of 0.12% per annum compounding annually, the minimum applicable federal rate in effect as of the date of purchase, must be repaid within 18 months of the date on the Offering Start Date and may be prepaid at any time without penalty. The mortgage loan from Arvest Bank bears interest at a rate of 4.00% per annum and must be repaid within 10 years of the date of closing of the purchase of the series property.

 

See accompanying Independent Auditor’s Report

 

F-10

 

 

ARRIVED HOMES, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2020 and for the period from July 13, 2020 (inception) to December 31, 2020

 

Subsequent to December 31, 2020, the relevant subsequent series of the Company acquired the following series properties directly from unaffiliated sellers as follows:

 

Date  Purchaser  Series Property  Purchase Price 
05/13/2021  Series Malbec  Series Malbec property  $320,898(1)
05/13/2021  Series Pinot  Series Pinot property  $324,216(2)
05/13/2021  Series Salem  Series Salem property  $320,898(3)
06/01/2021  Series Kingsley  Series Kingsley property  $315,000(4)
06/04/2021  Series Eastfair  Series Eastfair property  $215,000(5)
06/07/2021  Series Centennial  Series Centennial property  $285,000(6)

 

(1)The Purchase Price for the Series Malbec property is comprised of a promissory note to the Manager with a principal amount of $130,000 and a mortgage loan from Certain Lending, Inc. in the amount of $208,585. The promissory note to the Manager bears interest at a rate of 0.13% per annum compounding annually, the minimum applicable federal rate in effect as of the date of purchase, must be repaid within 18 months of Offering Start Date and may be prepaid at any time without penalty. The mortgage loan from Certain Lending, Inc. bears interest at a rate of 7.50% per annum and must be repaid within 12 months of the date of closing of the purchase of the series property. The Company intends to convert such mortgage loan to a 30-year term loan that bears interest at a rate of 4.625% per annum for the first five (5) years then a to-be-determined floating interest rate for the remaining twenty-five (25) years prior to the closing of the series offering.

 

(2)The Purchase Price for the Series Pinot property is comprised of a promissory note to the Manager with a principal amount of $132,000 and a mortgage loan from Certain Lending, Inc. in the amount of $208,585. The promissory note to the Manager bears interest at a rate of 0.13% per annum compounding annually, the minimum applicable federal rate in effect as of the date of purchase, must be repaid within 18 months of Offering Start Date and may be prepaid at any time without penalty. The mortgage loan from Certain Lending, Inc. bears interest at a rate of 7.50% per annum and must be repaid within 12 months of the date of closing of the purchase of the series property. The Company intends to convert such mortgage loan to a 30-year term loan that bears interest at a rate of 4.625% per annum for the first five (5) years then a to-be-determined floating interest rate for the remaining twenty-five (25) years prior to the closing of the series offering.

 

See accompanying Independent Auditor’s Report

 

F-11

 

 

ARRIVED HOMES, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2020 and for the period from July 13, 2020 (inception) to December 31, 2020

 

(3)The Purchase Price for the Series Salem property is comprised of a promissory note to the Manager with a principal amount of $127,000 and a mortgage loan from Certain Lending, Inc. in the amount of $208,585. The promissory note to the Manager bears interest at a rate of 0.13% per annum compounding annually, the minimum applicable federal rate in effect as of the date of purchase, must be repaid within 18 months of Offering Start Date and may be prepaid at any time without penalty. The mortgage loan from Certain Lending, Inc. bears interest at a rate of 7.50% per annum and must be repaid within 12 months of the date of closing of the purchase of the series property. The Company intends to convert such mortgage loan to a 30-year term loan that bears interest at a rate of 4.625% per annum for the first five (5) years then a to-be-determined floating interest rate for the remaining twenty-five (25) years prior to the closing of the series offering.

 

(4)The Purchase Price for the Series Kingsley property is comprised of a promissory note to the Manager with a principal amount of $100,000 and a mortgage loan from Certain Lending, Inc. in the amount of $215,000. The promissory note to the Manager bears interest at a rate of 0.13% per annum compounding annually, the minimum applicable federal rate in effect as of the date of purchase, must be repaid within 18 months of Offering Start Date and may be prepaid at any time without penalty. The mortgage loan from Certain Lending, Inc. bears interest at a rate of 7.50% per annum and must be repaid within 12 months of the date of closing of the purchase of the series property. The Company intends to convert such mortgage loan to a 30-year term loan that bears interest at a rate of 4.625% per annum for the first five (5) years then a to-be-determined floating interest rate for the remaining twenty-five (25) years prior to the closing of the series offering.

 

(5)The Purchase Price for the Series Eastfair property is comprised of a promissory note to the Manager with a principal amount of $84,000 and a mortgage loan from Certain Lending, Inc. in the amount of $150,000. The promissory note to the Manager bears interest at a rate of 0.13% per annum compounding annually, the minimum applicable federal rate in effect as of the date of purchase, must be repaid within 18 months of Offering Start Date and may be prepaid at any time without penalty. The mortgage loan from Certain Lending, Inc. bears interest at a rate of 7.50% per annum and must be repaid within 12 months of the date of closing of the purchase of the series property. The Company intends to convert such mortgage loan to a 30-year term loan that bears interest at a rate of 4.625% per annum for the first five (5) years then a to-be-determined floating interest rate for the remaining twenty-five (25) years prior to the closing of the series offering.

 

(6)The Purchase Price for the Series Centennial property is comprised of a promissory note to the Manager with a principal amount of $115,000 and a mortgage loan from Certain Lending, Inc. in the amount of $190,000. The promissory note to the Manager bears interest at a rate of 0.13% per annum compounding annually, the minimum applicable federal rate in effect as of the date of purchase, must be repaid within 18 months of Offering Start Date and may be prepaid at any time without penalty. The mortgage loan from Certain Lending, Inc. bears interest at a rate of 7.50% per annum and must be repaid within 12 months of the date of closing of the purchase of the series property. The Company intends to convert such mortgage loan to a 30-year term loan that bears interest at a rate of 4.625% per annum for the first five (5) years then a to-be-determined floating interest rate for the remaining twenty-five (25) years prior to the closing of the series offering.

 

See accompanying Independent Auditor’s Report

 

F-12

 

 

ARRIVED HOMES, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2020 and for the period from July 13, 2020 (inception) to December 31, 2020

 

Subsequent to December 31, 2020, the following series offerings closed, and such series raised the following amounts net of brokerage fees and offering expenses:

 

Date   Series   Amount Raised  
05/04/2021   Series Soapstone   $ 97,019.40  
05/04/2021   Series Lierly   $ 91,723.20  
05/04/2021   Series Pecan   $ 103,702.70  
05/04/2021   Series Patrick   $ 110,473.30  
05/07/2021   Series Plumtree   $ 105,642.70  
05/07/2021   Series Chaparral   $ 101,646.30  

 

Subsequent to December 31, 2020, the following series repaid the promissory notes issued by each such series to the Manager and outstanding prior to December 31, 2020 as follows:

 

Repayment
Date
  Series   Note
Issuance
Date
  Note Principal Amount     Interest Rate(1)  
05/10/2021   Series Soapstone   01/20/2021   $ 220,000       0.00 %
05/10/2021   Series Lierly   01/20/2021   $ 215,000       0.00 %
05/10/2021   Series Pecan   02/01/2021   $ 208,495       0.14 %
05/10/2021   Series Patrick   02/01/2021   $ 210,205       0.14 %
05/10/2021   Series Plumtree   01/04/2021   $ 202,950       0.14 %
05/10/2021   Series Chaparral   01/14/2021   $ 197,965       0.14 %

 

(1)Notes with a 0% interest rate were non-interest bearing. The remaining notes bore interest at an annualized rate as stated between the relevant Note Issuance Date and the Repayment Date.

 

See accompanying Independent Auditor’s Report

 

F-13

 

 

 

 

 

 

 

ARRIVED HOMES SERIES BADMINTON, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-14

 

 

ARRIVED HOMES SERIES BADMINTON, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-16
CONSOLIDATED BALANCE SHEET F-17
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-18
CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY F-19
CONSOLIDATED STATEMENT OF CASH FLOWS F-20
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-21 to F-26

 

F-15

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Members of

Arrived Homes Series Badminton, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Badminton, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in members’ equity, and cash flows for the period May 25, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period May 25, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-16

 

 

ARRIVED HOMES SERIES BADMINTON, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $10,370 
Prepaid expenses   2,241 
Due from related party   - 
Total current assets   12,611 
Property and equipment, net   253,020 
Deposits held by property management company   2,993 
Total assets  $268,624 
      
LIABILITIES AND MEMBERS’ EQUITY     
Current liabilities:     
Accrued expenses  $3,658 
Due to related party   88 
Total current liabilities   3,746 
Tenant deposits   2,993 
Mortgage payable, net   171,756 
Total liabilities   178,495 
      
Members’ equity:     
Members’ capital   95,481 
Accumulated deficit   (5,352)
Total members’ equity   90,129 
Total liabilities and members’ equity  $268,624 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-17

 

 

ARRIVED HOMES SERIES BADMINTON LLC, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD MAY 25, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

    

Rental income  $9,782 
Total revenue   9,782 
      
Operating expenses     
Depreciation   3,505 
Insurance   558 
Management fees   1,147 
Repair and maintenance   1,840 
Property taxes   634 
Other operating expenses   2,901 
Total operating expenses   10,585 
      
Loss from operations   (803)
      
Interest expense   (4,549)
Net loss before income taxes   (5,352)
Provision for income taxes   - 
Net loss  $(5,352)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-18

 

 

ARRIVED HOMES SERIES BADMINTON, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY

FOR THE PERIOD MAY 25, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

   Members’
Capital
   Accumulated
Deficit
   Total
Members’
Equity
 
             
Balance at May 25, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   91,274    -    91,274 
Deemed contribution from Manager   4,759    -    4,759 
Distributions   (551)   -    (551)
Net loss   -    (5,352)   (5,352)
Balance at December 31, 2021  $95,481   $(5,352)  $90,129 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-19

 

 

ARRIVED HOMES SERIES BADMINTON, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD MAY 25, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(5,352)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   3,505 
Amortization   48 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (2,241)
Accrued expenses   3,658 
Due to related party   4,845 
Net cash provided by operating activities   4,463 
Cash flows from investing activities:     
Property improvements   - 
Net cash used in investing activities   - 
Cash flows from financing activities:     
Net proceeds received from refinancing of mortgage   - 
Repayment of amounts due to related party   (101,679)
Net proceeds from the issuance of membership units   108,138 
Distributions   (551)
Net cash provided by financing activities   5,907 
Net change in cash   10,370 
Cash at beginning of period  $- 
Cash at end of year  $10,370 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $4,549 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $106,612 
Acquisition of property  $256,525 
Mortgage payable for acquisition of property  $174,200 
Offering expenses  $2,205 
Deemed contribution from Manager  $4,759 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-20

 

 

ARRIVED HOMES SERIES BADMINTON, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Badminton, a series of Arrived Homes, LLC, (“Series Badminton”) was formed on May 25, 2021 under the laws of Delaware. On June 18, 2021, the Arrived SC Badminton, LLC completed the acquisition of the Badminton property. The acquisition of the Badminton property was funded through an initial mortgage in the amount of $174,200 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Badminton property is being held by Arrived SC Badminton, LLC, a South Carolina limited liability company and wholly owned subsidiary of the Series.

 

In August 2021, the Manager offered for sale (“public offering”) 11,024 membership interests of Series Badminton to the general public (Note 6).

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Series may adopt accounting standards based on the effective dates for public entities.

 

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived SC Badminton, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to members’ equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

F-21

 

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

F-22

 

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

F-23

 

 

The Series recognizes rental revenue on a monthly basis when earned.

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-24

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31,
2021
 
Building  $192,775 
Land   63,750 
Total   256,525 
Less: Accumulated depreciation   (3,505)
Property and equipment, net  $253,020 

 

Depreciation expense was $3,505 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Badminton property, the Series entered into a mortgage with Certain Lending Bank for a principal of $174,200, including loan fees of $2,492. The mortgage bears interest at a rate of 4.625% per year for the initial 5-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $48. As December 31, 2021, mortgage payable, net of unamortized loan fees of $2,444 was $171,756.

 

NOTE 6: MEMBERS’ EQUITY

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

  

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-25

 

 

Membership Interests

 

In August 2021, the Series closed on its public offering and issued 11,024 membership interests for net proceeds of $108,138.

 

In connection with the public offering, the Series incurred brokerage fees of 1% of gross proceeds, which is paid directly to the broker as a deduction from gross proceeds. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the offering of up to a maximum of 2% of the gross proceeds from the issuance of membership interests, which amounted to $2,205. The series also incurred a sourcing fee due to the Manager of $14,659.

 

Distributions

 

During the period ended December 31, 2021, the Series made distributions to the investors of the Series totaling $551, which were recorded as a reduction to members’ capital.

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $106,612 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $88 to the Manager, which is non-interest bearing with no stated repayment terms. During the period ended December 31, 2021, the Series received a deemed contribution from the Manager of $4,759 in exchange for forgiveness of amounts previously due.

 

Management Fees

 

During the year ended December 31, 2021, total management fees charged by the Manager, including asset management fees and property management fees, were $1,147.

 

NOTE 8: INCOME TAXES

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $1,392, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $1,392 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 26%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $5,352.

 

NOTE 9: SUBSEQUENT EVENTS

 

In January 2022, the Manager declared and paid a dividend distribution of $1,639, based on operating results for the fourth quarter of fiscal 2021.

 

F-26

 

 

 

 

 

 

 

 

ARRIVED HOMES SERIES CENTENNIAL, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-27

 

 

ARRIVED HOMES SERIES CENTENNIAL, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-29
CONSOLIDATED BALANCE SHEET F-30
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-31
CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY F-32
CONSOLIDATED STATEMENT OF CASH FLOWS F-33
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-34 to F-39

 

F-28

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Members of

Arrived Homes Series Centennial, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Centennial, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in members’ equity, and cash flows for the period May 25, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period May 25, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-29

 

 

ARRIVED HOMES SERIES CENTENNIAL, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $9,856 
Prepaid expenses   3,320 
Due from related party   1,595 
Total current assets   14,771 
Property and equipment, net   282,758 
Deposits held by property management company   1,895 
Total assets  $299,424 
      
LIABILITIES AND MEMBERS’ EQUITY     
Current liabilities:     
Accrued expenses  $4,908
Due to related party   - 
Total current liabilities   4,908 
Tenant deposits   1,895 
Mortgage payable, net   187,402 
Total liabilities   194,205 
      
Members’ equity:     
Members’ capital   110,601 
Accumulated deficit   (5,382)
Total members’ equity   105,219 
Total liabilities and members’ equity  $299,424

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-30

 

 

ARRIVED HOMES SERIES CENTENNIAL, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD MAY 25, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $9,169 
Total revenue   9,169 
      
Operating expenses     
Depreciation   3,917 
Insurance   493 
Management fees   - 
Repair and maintenance   285 
Property taxes   1,391 
Other operating expenses   2,951 
Total operating expenses   9,037 
      
Income from operations   132 
      
Interest expense   (5,514)
Net loss before income taxes   (5,382)
Provision for income taxes   - 
Net loss  $(5,382)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-31

 

 

ARRIVED HOMES SERIES CENTENNIAL, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY

FOR THE PERIOD MAY 25, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021 

 

   Members’
Capital
   Accumulated
Deficit
   Total
Members’
Equity
 
             
Balance at May 25, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   107,245    -    107,245 
Deemed contribution from Manager   5,130    -    5,130 
Distributions   (1,775)   -    (1,775)
Net loss   -    (5,382)   (5,382)
Balance at December 31, 2021  $110,601  $(5,382)  $105,219 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-32

 

 

ARRIVED HOMES SERIES CENTENNIAL, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD MAY 25, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021 

 

Cash flows from operating activities    
Net loss  $(5,382)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   3,917 
Amortization   52 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (3,320)
Accrued expenses   4,908 
Due to related party   3,533 
Net cash provided by operating activities   3,708 
Cash flows from investing activities:     
Property improvements   - 
Net cash used in investing activities   - 
Cash flows from financing activities:     
Net proceeds received from refinancing of mortgage   - 
Repayment of amounts due to related party   (109,194)
Net proceeds from the issuance of membership units   117,117 
Distributions   (1,775)
Net cash provided by financing activities   6,149 
Net change in cash   9,856 
Cash at beginning of period  $- 
Cash at end of year  $9,856 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $5,514 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $112,727 
Acquisition of property  $286,675 
Mortgage payable for acquisition of property  $190,000 
Offering expenses  $2,366 
Deemed contribution from Manager  $5,130 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-33

 

 

ARRIVED HOMES SERIES CENTENNIAL, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Centennial, a series of Arrived Homes, LLC, (“Series Centennial”) was formed on May 25, 2021 under the laws of Delaware. On June 4, 2021, the Arrived NC Centennial, LLC completed the acquisition of the Centennial property. The acquisition of the Centennial property was funded through an initial mortgage in the amount of $190,000 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Centennial property is being held by Arrived NC Centennial, LLC, an North Carolina limited liability company and wholly owned subsidiary of the Series.

 

In August 2021, the Manager offered for sale (“public offering”) 11,830 membership interests of Series Centennial to the general public (Note 6).

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Series may adopt accounting standards based on the effective dates for public entities.

 

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived NC Centennial, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to members’ equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

F-34

 

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

F-35

 

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

The Series recognizes rental revenue on a monthly basis when earned.

 

F-36

 

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-37

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31,
2021
 
Building  $215,425 
Land   71,250 
Total   286,675 
Less: Accumulated depreciation   (3,917)
Property and equipment, net  $282,758 

 

Depreciation expense was $3,917 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Centennial property, the Series entered into a mortgage with Certain Lending Bank for a principal of $190,000, including loan fees of $2,650. The mortgage bears interest at a rate of 4.625% per year for the initial 5-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $52. As December 31, 2021, mortgage payable, net of unamortized loan fees of $2,598 was $187,402.

 

NOTE 6: MEMBERS’ EQUITY

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-38

 

 

Membership Interests

 

In August 2021, the Series closed on its public offering and issued 11,830 membership interests for net proceeds of $117,117.

 

In connection with the public offering, the Series incurred brokerage fees of 1% of gross proceeds, which is paid directly to the broker as a deduction from gross proceeds. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the offering of up to a maximum of 2% of the gross proceeds from the issuance of membership interests, which amounted to $2,366. The series also incurred a sourcing fee due to the Manager of $7,506.

 

Distributions

 

During the period ended December 31, 2021, the Series made distributions to the investors of the Series totaling $1,775, which were recorded as a reduction to members’ capital.

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $112,727 in advances from the Manager, which were paid directly to the property’s seller.

 

During the period ended December 31, 2021, the Series received a deemed contribution from the Manager of $5,130 in exchange for forgiveness of amounts previously due.

 

NOTE 8: INCOME TAXES

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $1,265, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $1,265 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 23.5%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $5,382.

 

NOTE 9: SUBSEQUENT EVENTS

 

In January 2022, the Manager declared and paid a dividend distribution of $1,420, based on operating results for the fourth quarter of fiscal 2021.

 

F-39

 

 

 

 

 

 

 

ARRIVED HOMES SERIES DEWBERRY, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-40

 

 

ARRIVED HOMES SERIES DEWBERRY, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-42
CONSOLIDATED BALANCE SHEET F-43
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-44
CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY F-45
CONSOLIDATED STATEMENT OF CASH FLOWS F-46
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-47 to F-52

 

F-41

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Members of

Arrived Homes Series Dewberry, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Dewberry, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in members’ equity, and cash flows for the period May 27, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period May 27, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management. Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-42

 

 

ARRIVED HOMES SERIES DEWBERRY, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $5,617 
Accounts receivable   

820

 
Prepaid expenses   1,276 
Due from related party   1,305 
Total current assets   9,018 
Property and equipment, net   188,587 
Deposits held by property management company   1,495 
Total assets  $199,100 
      
LIABILITIES AND MEMBERS’ EQUITY     
Current liabilities:     
Accrued expenses  $2,614 
Due to related party   - 
Total current liabilities   2,614 
Tenant deposits   1,495 
Mortgage payable, net   119,301 
Total liabilities   123,410 
      
Members’ equity:     
Members’ capital   81,658 
Accumulated deficit   (5,968)
Total members’ equity   75,690 
Total liabilities and members’ equity  $199,100 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-43

 

 

ARRIVED HOMES SERIES DEWBERRY, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD MAY 27, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $7,604 
Total revenue   7,604 
      
Operating expenses     
Depreciation   2,613 
Insurance   443 
Management fees   332 
Repair and maintenance   4,488 
Property taxes   414 
Other operating expenses   2,365 
Total operating expenses   10,655 
      
Loss from operations   (3,051)
Interest expense   (2,917)
Net loss before income taxes   (5,968)
Provision for income taxes   - 
Net loss  $(5,968)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-44

 

 

ARRIVED HOMES SERIES DEWBERRY, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY

FOR THE PERIOD MAY 27, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

           Total 
   Members’   Accumulated   Members’ 
   Capital   Deficit   Equity 
Balance at May 27, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   78,026    -    78,026 
Deemed contribution from Manager   4,556    -    4,556 
Distributions   (924)   -    (924)
Net loss   -    (5,968)   (5,968)
Balance at December 31, 2021  $81,658   $(5,968)  $75,690 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-45

 

 

ARRIVED HOMES SERIES DEWBERRY, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD MAY 27, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(5,968)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   2,613 
Amortization   38 
Changes in operating assets and liabilities     
Accounts receivable   (820)
Prepaid expenses   (1,276)
Accrued expenses   2,614 
Due to related party   3,250 
Net cash provided by operating activities   451 
Cash flows from investing activities:     
Property improvements   - 
Net cash used in investing activities   - 
Cash flows from financing activities:     
Net proceeds received from refinancing of mortgage   - 
Repayment of amounts due to related party   (85,415)
Net proceeds from the issuance of membership units   91,506 
Distributions   (924)
Net cash provided by financing activities   5,166 
Net change in cash   5,617 
Cash at beginning of period  $- 
Cash at end of year  $5,617 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $2,917 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $88,665 
Acquisition of property  $191,200 
Mortgage payable for acquisition of property  $121,225 
Offering expenses  $1,849 
Deemed contribution from Manager  $4,556 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-46

 

 

ARRIVED HOMES SERIES DEWBERRY, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Dewberry, a series of Arrived Homes, LLC, (“Series Dewberry”) was formed on May 27, 2021 under the laws of Delaware. On June 29, 2021, the Arrived SC Dewberry, LLC completed the acquisition of the Dewberry property. The acquisition of the Dewberry property was funded through an initial mortgage in the amount of $121,225 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Dewberry property is being held by Arrived SC Dewberry, LLC, an South Carolina limited liability company and wholly owned subsidiary of the Series.

 

In August 2021, the Manager offered for sale (“public offering”) 9,243 membership interests of Series Dewberry to the general public (Note 6).

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Series may adopt accounting standards based on the effective dates for public entities.

 

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived SC Dewberry, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to members’ equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

F-47

 

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

F-48

 

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts.

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

Identification of a contract with a customer;

 

Identification of the performance obligations in the contract;

 

Determination of the transaction price;

 

Allocation of the transaction price to the performance obligations in the contract; and

 

Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

F-49

 

 

The Series recognizes rental revenue on a monthly basis when earned.

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-50

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $143,700 
Land   47,500 
Total   191,200 
Less: Accumulated depreciation   (2,613)
Property and equipment, net  $188,587 

 

Depreciation expense was $2,613 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Dewberry property, the Series entered into a mortgage with Certain Lending Bank for a principal of $121,225, including loan fees of $1,962. The mortgage bears interest at a rate of 4.625% per year for the initial 5-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $38. As December 31, 2021, mortgage payable, net of unamortized loan fees of $1,924 was $119,301.

 

NOTE 6: MEMBERS’ EQUITY

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

F-51

 

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

Membership Interests

 

In August 2021, the Series closed on its public offering and issued 9,243 membership interests for net proceeds of $91,506.

 

In connection with the public offering, the Series incurred brokerage fees of 1% of gross proceeds, which is paid directly to the broker as a deduction from gross proceeds. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the offering of up to a maximum of 2% of the gross proceeds from the issuance of membership interests, which amounted to $1,849. The series also incurred a sourcing fee due to the Manager of $11,631.

 

Distributions

 

During the period ended December 31, 2021, the Series made distributions to the investors of the Series totaling $924, which were recorded as a reduction to members’ capital.

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $88,665 in advances from the Manager, which were paid directly to the property’s seller.

 

During the period ended December 31, 2021, the Series received a deemed contribution from the Manager of $4,556 in exchange for forgiveness of amounts previously due.

 

Management Fees

 

During the year ended December 31, 2021, total management fees charged by the Manager, including asset management fees and property management fees, were $332.

 

NOTE 8: INCOME TAXES

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $1,552, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $1,552 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 26%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $5,968.

 

NOTE 9: SUBSEQUENT EVENTS

 

In January 2022, the Manager declared and paid a dividend distribution of $1,386, based on operating results for the fourth quarter of fiscal 2021.

 

F-52

 

 

 

 

 

 

 

ARRIVED HOMES SERIES HOLLOWAY, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-53

 

 

ARRIVED HOMES SERIES HOLLOWAY, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-55
CONSOLIDATED BALANCE SHEET F-56
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-57
CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY F-58
CONSOLIDATED STATEMENT OF CASH FLOWS F-59
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-60 to F-65

 

F-54

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Members of

Arrived Homes Series Holloway, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Holloway, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in members’ equity, and cash flows for the period May 25, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period May 25, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-55

 

 

ARRIVED HOMES SERIES HOLLOWAY, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $11,032 
Prepaid expenses   3,891 
Due from related party   - 
Total current assets   14,923 
Property and equipment, net   337,278 
Deposits held by property management company   3,752 
Total assets  $355,953 
      
LIABILITIES AND MEMBERS’ EQUITY     
Current liabilities:     
Accrued expenses  $2,767 
Due to related party   1,901 
Total current liabilities   4,668 
Tenant deposits   3,119 
Mortgage payable, net   218,098 
Total liabilities   225,885 
      
Members’ equity:     
Members’ capital   141,748 
Accumulated deficit   (11,680)
Total members’ equity   130,068 
Total liabilities and members’ equity  $355,953 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-56

 

 

ARRIVED HOMES SERIES HOLLOWAY, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD MAY 25, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

    

Rental income  $11,831 
Total revenue   11,831 
      
Operating expenses     
Depreciation   4,672 
Insurance   751 
Management fees   699 
Repair and maintenance   7,314 
Property taxes   1,177 
Other operating expenses   2,993 
Total operating expenses   17,606 
      
Loss from operations   (5,775)
      
Interest expense   (5,905)
Net loss before income taxes   (11,680)
Provision for income taxes   - 
Net loss  $(11,680)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-57

 

 

ARRIVED HOMES SERIES HOLLOWAY, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY

FOR THE PERIOD MAY 25, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

   Members’
Capital
   Accumulated
Deficit
   Total
Members’
Equity
 
             
Balance at May 25, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   132,787    -    132,787 
Deemed contribution from Manager   10,439    -    10,439 
Distributions   (1,478)   -    (1,478)
Net loss   -    (11,680)   (11,680)
Balance at December 31, 2021  $141,748   $(11,680)  $130,068 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-58

 

 

ARRIVED HOMES SERIES HOLLOWAY, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD MAY 25, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021 

 

 

Cash flows from operating activities    
Net loss  $(11,680)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   4,672 
Amortization   58 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (3,891)
Accrued expenses   2,767 
Due to related party   11,703 
Net cash provided by operating activities   3,629 
Cash flows from investing activities:     
Property improvements   - 
Net cash used in investing activities   - 
Cash flows from financing activities:     
Net proceeds received from refinancing of mortgage   - 
Repayment of amounts due to related party   (137,280)
Net proceeds from the issuance of membership units   146,162 
Distributions   (1,478)
Net cash provided by financing activities   7,403 
Net change in cash   11,032 
Cash at beginning of period  $- 
Cash at end of year  $11,032 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $5,905 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $150,884 
Acquisition of property  $341,950 
Mortgage payable for acquisition of property  $221,000 
Offering expenses  $2,957 
Deemed contribution from Manager  $10,439 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-59

 

 

ARRIVED HOMES SERIES HOLLOWAY, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Holloway, a series of Arrived Homes, LLC, (“Series Holloway”) was formed on May 25, 2021 under the laws of Delaware. On June 16, 2021, the Arrived SC Holloway, LLC completed the acquisition of the Holloway property. The acquisition of the Holloway property was funded through an initial mortgage in the amount of $221,000 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Holloway property is being held by Arrived SC Holloway, LLC, a South Carolina limited liability company and wholly owned subsidiary of the Series.

 

In August 2021, the Manager offered for sale (“public offering”) 14,784 membership interests of Series Holloway to the general public (Note 6).

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Series may adopt accounting standards based on the effective dates for public entities.

 

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived SC Holloway, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to members’ equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

F-60

 

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

F-61

 

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

F-62

 

 

The Series recognizes rental revenue on a monthly basis when earned.

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-63

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31,
2021
 
Building  $256,950 
Land   85,000 
Total   341,950 
Less: Accumulated depreciation   (4,672)
Property and equipment, net  $337,278 

 

Depreciation expense was $4,672 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Holloway property, the Series entered into a mortgage with Certain Lending Bank for a principal of $221,000, including loan fees of $2,960. The mortgage bears interest at a rate of 4.625% per year for the initial 5-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $58. As December 31, 2021, mortgage payable, net of unamortized loan fees of $2,902 was $218,098.

 

NOTE 6: MEMBERS’ EQUITY

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

 The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

  

F-64

 

 

Membership Interests

 

In  August 2021, the Series closed on its public offering and issued 14,784 membership interests for net proceeds of $146,162.

 

In connection with the public offering, the Series incurred brokerage fees of 1% of gross proceeds, which is paid directly to the broker as a deduction from gross proceeds. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the offering of up to a maximum of 2% of the gross proceeds from the issuance of membership interests, which amounted to $2,957. The series also incurred a sourcing fee due to the Manager of $10,418.

 

Distributions

 

During the period ended December 31, 2021, the Series made distributions to the investors of the Series totaling $1,478, which were recorded as a reduction to members’ capital.

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $150,884 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $1,901 to the Manager, which is non-interest bearing with no stated repayment terms. During the period ended December 31, 2021, the Series received a deemed contribution from the Manager of $10,439 in exchange for forgiveness of amounts previously due.

 

NOTE 8: INCOME TAXES

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $3,037, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $3,037 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 26%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $11,680.

 

NOTE 9: SUBSEQUENT EVENTS

 

In January 2022, the Manager declared and paid a dividend distribution of $1,921, based on operating results for the fourth quarter of fiscal 2021.

 

F-65

 

 

 

 

 

 

 

ARRIVED HOMES SERIES KINGSLEY, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-66

 

 

ARRIVED HOMES SERIES KINGSLEY, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-68
CONSOLIDATED BALANCE SHEET F-69
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-70
CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY F-71
CONSOLIDATED STATEMENT OF CASH FLOWS F-72
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-73 to F-78

 

F-67

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Members of

Arrived Homes Series Kingsley, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Kingsley, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in members’ equity, and cash flows for the period May 24, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period May 24, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-68

 

 

ARRIVED HOMES SERIES KINGSLEY, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $12,813 
Prepaid expenses   3,170 
Due from related party   41 
Total current assets   16,024 
Property and equipment, net   312,535 
Deposits held by property management company   2,869 
Total assets  $331,428 
      
LIABILITIES AND MEMBERS’ EQUITY     
Current liabilities:     
Accrued expenses  $4,860 
Due to related party   - 
Total current liabilities   4,860 
Tenant deposits   2,869 
Mortgage payable, net   212,156 
Total liabilities   219,885 
      
Members’ equity:     
Members’ capital   116,305 
Accumulated deficit   (4,762)
Total members’ equity   111,543 
Total liabilities and members’ equity  $331,428 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-69

 

 

ARRIVED HOMES SERIES KINGSLEY, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD MAY 24, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $12,660 
Total revenue   12,660 
      
Operating expenses     
Depreciation   4,290 
Insurance   585 
Management fees   167 
Repair and maintenance   1,422 
Property taxes   1,357 
Other operating expenses   3,229 
Total operating expenses   11,050 
      
Income from operations   1,610 
      
Interest expense   (6,372)
Net loss before income taxes   (4,762)
Provision for income taxes   - 
Net loss  $(4,762)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-70

 

 

ARRIVED HOMES SERIES KINGSLEY, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY

FOR THE PERIOD MAY 24, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

           Total 
   Members’   Accumulated   Members’ 
   Capital   Deficit   Equity 
Balance at May 24, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   113,291    -    113,291 
Deemed contribution from Manager   4,917    -    4,917 
Distributions   (1,903)   -    (1,903)
Net loss   -    (4,762)   (4,762)
Balance at December 31, 2021  $116,305   $(4,762)  $111,543 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-71

 

 

ARRIVED HOMES SERIES KINGSLEY, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD MAY 24, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(4,762)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   4,290 
Amortization   56 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (3,170)
Accrued expenses   4,860 
Due to related party   4,879 
Net cash provided by operating activities   6,153 
Cash flows from investing activities:     
Property improvements   - 
Net cash used in investing activities   - 
Cash flows from financing activities:     
Net proceeds received from refinancing of mortgage   - 
Repayment of amounts due to related party   (117,019)
Net proceeds from the issuance of membership units   125,582 
Distributions   (1,903)
Net cash provided by financing activities   6,660 
Net change in cash   12,813 
Cash at beginning of period  $- 
Cash at end of year  $12,813 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $6,372 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $121,898 
Acquisition of property  $316,825 
Mortgage payable for acquisition of property  $215,000 
Offering expenses  $2,537 
Deemed contribution from Manager  $4,917 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-72

 

 

ARRIVED HOMES SERIES KINGSLEY, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Kingsley, a series of Arrived Homes, LLC, (“Series Kingsley”) was formed on May 24, 2021 under the laws of Delaware. On June 1, 2021, the Arrived SC Kingsley, LLC completed the acquisition of the Kingsley property. The acquisition of the Kingsley property was funded through an initial mortgage in the amount of $215,000 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Kingsley property is being held by Arrived SC Kingsley, LLC, a South Carolina limited liability company and wholly owned subsidiary of the Series.

 

In August 2021, the Manager offered for sale (“public offering”) 12,685 membership interests of Series Kingsley to the general public (Note 6).

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Series may adopt accounting standards based on the effective dates for public entities.

 

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived SC Kingsley, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to members’ equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

F-73

 

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

F-74

 

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

F-75

 

 

The Series recognizes rental revenue on a monthly basis when earned.

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-76

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $238,075 
Land   78,750 
Total   316,825 
Less: Accumulated depreciation   (4,290)
Property and equipment, net  $312,535 

 

Depreciation expense was $4,290 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Kingsley property, the Series entered into a mortgage with Certain Lending Bank for a principal of $215,000, including loan fees of $2,892. The mortgage bears interest at a rate of 4.625% per year for the initial 5-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $48. As December 31, 2021, mortgage payable, net of unamortized loan fees of $2,844 was $212,156.

 

NOTE 6: MEMBERS’ EQUITY

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-77

 

 

Membership Interests

 

In August 2021, the Series closed on its public offering and issued 12,685 membership interests for net proceeds of $125,582.

 

In connection with the public offering, the Series incurred brokerage fees of 1% of gross proceeds, which is paid directly to the broker as a deduction from gross proceeds. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the offering of up to a maximum of 2% of the gross proceeds from the issuance of membership interests, which amounted to $2,537. The series also incurred a sourcing fee due to the Manager of $9,753.

 

Distributions

 

During the period ended December 31, 2021, the Series made distributions to the investors of the Series totaling $1,903, which were recorded as a reduction to members’ capital.

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $121,898 in advances from the Manager, which were paid directly to the property’s seller.

 

During the period ended December 31, 2021, the Series received a deemed contribution from the Manager of $4,917 in exchange for forgiveness of amounts previously due.

 

NOTE 8: INCOME TAXES

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $1,238, solely attributable to net loss carryforwards.

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

Therefore, a valuation allowance of $1,238 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 26%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $4,762.

 

NOTE 9: SUBSEQUENT EVENTS

 

In January 2022, the Manager declared and paid a dividend distribution of $1,903, based on operating results for the fourth quarter of fiscal 2021.

 

F-78

 

 

 

 

 

 

 

ARRIVED HOMES SERIES LALLIE, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-79

 

 

ARRIVED HOMES SERIES LALLIE, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-81
CONSOLIDATED BALANCE SHEET F-82
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-83
CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY F-84
CONSOLIDATED STATEMENT OF CASH FLOWS F-85
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-86 to F-91

 

F-80

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Board of Members and the Members of

Arrived Homes Series Lallie, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Lallie, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in members’ equity, and cash flows for the period May 27, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period May 27, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-81

 

 

ARRIVED HOMES SERIES LALLIE, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $14,420 
Prepaid expenses   2,209 
Due from related party   - 
Total current assets   16,629 
Property and equipment, net   368,110 
Deposits held by property management company   2,495 
Total assets  $387,234 
      
LIABILITIES AND MEMBERS’ EQUITY     
Current liabilities:     
Accrued expenses  $1,538 
Due to related party   3,042 
Total current liabilities   4,580 
Tenant deposits   2,495 
Mortgage payable, net   237,406 
Total liabilities   244,481 
      
Members’ equity:     
Members’ capital   147,498 
Accumulated deficit   (4,745)
Total members’ equity   142,753 
Total liabilities and members’ equity  $387,234 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-82

 

 

ARRIVED HOMES SERIES LALLIE, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD MAY 27, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $13,441 
Total revenue   13,441 
      
Operating expenses     
Depreciation   5,115 
Insurance   799 
Management fees   1,640 
Repair and maintenance   1,100 
Property taxes   105 
Other operating expenses   3,153 
Total operating expenses   11,912 
      
Income from operations   1,529 
Interest expense   (6,274)
Net loss before income taxes   (4,745)
Provision for income taxes   - 
Net loss  $(4,745)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-83

 

 

ARRIVED HOMES SERIES LALLIE, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY

FOR THE PERIOD MAY 27, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

           Total 
   Members’   Accumulated   Members’ 
   Capital   Deficit   Equity 
Balance at May 27, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   144,232    -    144,232 
Deemed contribution from Manager   4,115    -    4,115 
Distributions   (849)   -    (849)
Net loss   -    (4,745)   (4,745)
Balance at December 31, 2021  $147,498   $(4,745)  $142,753 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-84

 

 

ARRIVED HOMES SERIES LALLIE, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD MAY 27, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021 

 

Cash flows from operating activities    
Net loss  $(4,745)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   5,115 
Amortization   61 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (2,209)
Accrued expenses   1,538 
Due to related party   6,030 
Net cash provided by operating activities   5,790 
Cash flows from investing activities:     
Property improvements   - 
Net cash used in investing activities   - 
Cash flows from financing activities:     
Net proceeds received from refinancing of mortgage   - 
Repayment of amounts due to related party   (158,164)
Net proceeds from the issuance of membership units   167,643 
Distributions   (849)
Net cash provided by financing activities   8,630 
Net change in cash   14,420 
Cash at beginning of period  $- 
Cash at end of year  $14,420 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $6,274 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $167,236 
Acquisition of property  $373,225 
Mortgage payable for acquisition of property  $240,500 
Offering expenses  $3,395 
Deemed contribution from Manager  $4,115 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-85

 

 

ARRIVED HOMES SERIES LALLIE, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Lallie, a series of Arrived Homes, LLC, (“Series Lallie”) was formed on May 27, 2021 under the laws of Delaware. On June 18, 2021, the Arrived SC Lallie, LLC completed the acquisition of the Lallie property. The acquisition of the Lallie property was funded through an initial mortgage in the amount of $240,500 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Lallie property is being held by Arrived SC Lallie, LLC, a South Carolina limited liability company and wholly owned subsidiary of the Series.

 

In August 2021, the Manager offered for sale (“public offering”) 16,974 membership interests of Series Lallie to the general public (Note 6).

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Series may adopt accounting standards based on the effective dates for public entities.

 

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly owned subsidiary, Arrived SC Lallie, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to members’ equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

F-86

 

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

F-87

 

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

F-88

 

 

The Series recognizes rental revenue on a monthly basis when earned.

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-89

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $280,725 
Land   92,500 
Total   373,225 
Less: Accumulated depreciation   (5,115)
Property and equipment, net  $368,110 

 

Depreciation expense was $5,115 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Lallie property, the Series entered into a mortgage with Certain Lending Bank for a principal of $240,500, including loan fees of $3,155. The mortgage bears interest at a rate of 4.625% per year for the initial 5-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $61. As December 31, 2021, mortgage payable, net of unamortized loan fees of $3,094 was $237,406.

 

NOTE 6: MEMBERS’ EQUITY

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-90

 

 

Membership Interests

 

In August 2021, the Series closed on its public offering and issued 16,974 membership interests for net proceeds of $167,643.

 

In connection with the public offering, the Series incurred brokerage fees of 1% of gross proceeds, which is paid directly to the broker as a deduction from gross proceeds. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the offering of up to a maximum of 2% of the gross proceeds from the issuance of membership interests, which amounted to $3,395. The series also incurred a sourcing fee due to the Manager of $20,016.

 

Distributions

 

During the period ended December 31, 2021, the Series made distributions to the investors of the Series totaling $849, which were recorded as a reduction to members’ capital.

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $167,236 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $3,042 to the Manager, which is non-interest bearing with no stated repayment terms. During the period ended December 31, 2021, the Series received a deemed contribution from the Manager of $4,115 in exchange for forgiveness of amounts previously due.

 

NOTE 8: INCOME TAXES

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $1,234, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $1,234 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 26%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $4,745.

 

NOTE 9: SUBSEQUENT EVENTS

 

In January 2022, the Manager declared and paid a dividend distribution of $2,201, based on operating results for the fourth quarter of fiscal 2021.

 

F-91

 

 

 

 

 

 

 

ARRIVED HOMES SERIES LUNA, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-92

 

 

ARRIVED HOMES SERIES LUNA, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-94
CONSOLIDATED BALANCE SHEET F-95
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-96
CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY F-97
CONSOLIDATED STATEMENT OF CASH FLOWS F-98
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-99 to F-104

 

F-93

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Members of

Arrived Homes Series Luna, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Luna, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in members’ equity, and cash flows for the period May 24, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period May 24, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-94

 

 

ARRIVED HOMES SERIES LUNA, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $9,299 
Prepaid expenses   891 
Due from related party   981 
Total current assets   11,171 
Property and equipment, net   213,369 
Deposits held by property management company   1,750 
Total assets  $226,290 
      
LIABILITIES AND MEMBERS’ EQUITY     
Current liabilities:     
Accrued expenses  $3,532 
Due to related party   - 
Total current liabilities   3,532 
Tenant deposits   1,750 
Mortgage payable, net   147,794 
Total liabilities   153,076 
      
Members’ equity:     
Members’ capital   77,705 
Accumulated deficit   (4,491)
Total members’ equity   73,214 
Total liabilities and members’ equity  $226,290 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-95

 

 

ARRIVED HOMES SERIES LUNA, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD MAY 24, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $9,315 
Total revenue   9,315 
      
Operating expenses     
Depreciation   2,956 
Insurance   489 
Management fees   139 
Repair and maintenance   2,729 
Property taxes   702 
Other operating expenses   2,653 
Total operating expenses   9,668 
      
Loss from operations   (353)
      
Interest expense   (4,138)
Net loss before income taxes   (4,491)
Provision for income taxes   - 
Net loss  $(4,491)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-96

 

 

ARRIVED HOMES SERIES LUNA, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY

FOR THE PERIOD MAY 24, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

           Total 
   Members’   Accumulated   Members’ 
   Capital   Deficit   Equity 
Balance at May 24, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   74,894    -    74,894 
Deemed contribution from Manager   4,172    -    4,172 
Distributions   (1,361)   -    (1,361)
Net loss   -    (4,491)   (4,491)
Balance at December 31, 2021  $77,705   $(4,491)  $73,214 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-97

 

 

ARRIVED HOMES SERIES LUNA, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD MAY 24, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(4,491)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   2,956 
Amortization   44 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (891)
Accrued expenses   3,532 
Due to related party   3,194 
Net cash provided by operating activities   4,344 
Cash flows from investing activities:     
Property improvements   - 
Net cash used in investing activities   - 
Cash flows from financing activities:     
Net proceeds received from refinancing of mortgage   - 
Repayment of amounts due to related party   (83,187)
Net proceeds from the issuance of membership units   89,503 
Distributions   (1,361)
Net cash provided by financing activities   4,955 
Net change in cash   9,299 
Cash at beginning of period  $- 
Cash at end of year  $9,299 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $4,138 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $86,381 
Acquisition of property  $216,325 
Mortgage payable for acquisition of property  $150,000 
Offering expenses  $1,814 
Deemed contribution from Manager  $4,172 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-98

 

 

ARRIVED HOMES SERIES LUNA, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Luna, a series of Arrived Homes, LLC, (“Series Luna”) was formed on May 24, 2021 under the laws of Delaware. On June 14, 2021, the Arrived SC Luna, LLC completed the acquisition of the Luna property. The acquisition of the Luna property was funded through an initial mortgage in the amount of $150,000 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Luna property is being held by Arrived SC Luna, LLC, a South Carolina limited liability company and wholly owned subsidiary of the Series.

 

In August 2021, the Manager offered for sale (“public offering”) 9,071 membership interests of Series Luna to the general public (Note 6).

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Series may adopt accounting standards based on the effective dates for public entities.

 

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived SC Luna, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to members’ equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

F-99

 

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

F-100

 

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

F-101

 

 

The Series recognizes rental revenue on a monthly basis when earned.

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-102

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $162,575 
Land   53,750 
Total   216,325 
Less: Accumulated depreciation   (2,956)
Property and equipment, net  $213,369 

 

Depreciation expense was $2,956 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Luna property, the Series entered into a mortgage with Certain Lending Bank for a principal of $150,000, including loan fees of $2,250. The mortgage bears interest at a rate of 4.625% per year for the initial 5-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $44. As December 31, 2021, mortgage payable, net of unamortized loan fees of $2,206 was $147,794.

 

NOTE 6: MEMBERS’ EQUITY

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-103

 

 

Membership Interests

 

In August 2021, the Series closed on its public offering and issued 9,071 membership interests for net proceeds of $89,503.

 

In connection with the public offering, the Series incurred brokerage fees of 1% of gross proceeds, which is paid directly to the broker as a deduction from gross proceeds. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the offering of up to a maximum of 2% of the gross proceeds from the issuance of membership interests, which amounted to $1,814. The series also incurred a sourcing fee due to the Manager of $12,795.

 

Distributions

 

During the period ended December 31, 2021, the Series made distributions to the investors of the Series totaling $1,361, which were recorded as a reduction to members’ capital.

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $86,381 in advances from the Manager, which were paid directly to the property’s seller.

 

During the period ended December 31, 2021, the Series received a deemed contribution from the Manager of $4,172 in exchange for forgiveness of amounts previously due.

 

NOTE 8: INCOME TAXES

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $1,168, solely attributable to net loss carryforwards.

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

Therefore, a valuation allowance of $1,168 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 26%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $4,491.

 

NOTE 9: SUBSEQUENT EVENTS

 

In January 2022, the Manager declared and paid a dividend distribution of $1,356, based on operating results for the fourth quarter of fiscal 2021.

 

F-104

 

 

 

 

 

 

 

ARRIVED HOMES SERIES SHORELINE, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-105

 

 

ARRIVED HOMES SERIES SHORELINE, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-107
CONSOLIDATED BALANCE SHEET F-108
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-109
CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY F-110
CONSOLIDATED STATEMENT OF CASH FLOWS F-111
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-112 to F-117

 

F-106

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Members of

Arrived Homes Series Shoreline, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Shoreline, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in members’ equity, and cash flows for the period May 25, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period May 25, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-107

 

 

ARRIVED HOMES SERIES SHORELINE, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $

8,882

 
Prepaid expenses   

2,778

 
Due from related party   1,428 
Total current assets   13,088 
Property and equipment, net   307,540 
Deposits held by property management company   2,295 
Total assets  $322,923 
      
LIABILITIES AND MEMBERS’ EQUITY     
Current liabilities:     
Accrued expenses  $3,487
Due to related party   - 
Total current liabilities   3,487 
Tenant deposits   2,295 
Mortgage payable, net   209,087 
Total liabilities   214,869 
      
Members’ equity:     
Members’ capital   117,393 
Accumulated deficit   (9,339)
Total members’ equity   108,054 
Total liabilities and members’ equity  $322,923

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-108

 

 

ARRIVED HOMES SERIES SHORELINE, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD MAY 25, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

    

Rental income  $9,550 
Total revenue   9,550 
      
Operating expenses     
Depreciation   4,260 
Insurance   675 
Management fees   1,179 
Repair and maintenance   3,349 
Property taxes   611 
Other operating expenses   3,285 
Total operating expenses   13,359 
      
Loss from operations   (3,809)
      
Interest expense   (5,530)
Net loss before income taxes   (9,339)
Provision for income taxes   - 
Net loss  $(9,339)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-109

 

 

ARRIVED HOMES SERIES SHORELINE, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY

FOR THE PERIOD MAY 25, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

   Members’
Capital
   Accumulated
Deficit
   Total
Members’
Equity
 
             
Balance at May 25, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   110,732    -    110,732 
Deemed contribution from Manager   7,286    -    7,286 
Distributions   (625)   -    (625)
Net loss   -    (9,339)   (9,339)
Balance at December 31, 2021  $117,393  $(9,339)  $108,054 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-110

 

 

ARRIVED HOMES SERIES SHORELINE, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD MAY 25, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021 

 

Cash flows from operating activities    
Net loss  $(9,339)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   4,260 
Amortization   56 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (2,778)
Accrued expenses   3,487 
Due to related party   5,858 
Net cash provided by operating activities   1,544 
Cash flows from investing activities:     
Property improvements   - 
Net cash used in investing activities   - 
Cash flows from financing activities:     
Net proceeds received from refinancing of mortgage   - 
Repayment of amounts due to related party   (115,188)
Net proceeds from the issuance of membership units   123,151 
Distributions   (625)
Net cash provided by financing activities   7,339 
Net change in cash   8,882 
Cash at beginning of period  $- 
Cash at end of year  $8,882 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $5,530 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $121,046 
Acquisition of property  $311,800 
Mortgage payable for acquisition of property  $211,900 
Offering expenses  $2,498 
Deemed contribution from Manager  $7,286 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-111

 

 

ARRIVED HOMES SERIES SHORELINE, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Shoreline, a series of Arrived Homes, LLC, (“Series Shoreline”) was formed on May 25, 2021 under the laws of Delaware. On June 18, 2021, the Arrived SC Shoreline, LLC completed the acquisition of the Shoreline property. The acquisition of the Shoreline property was funded through an initial mortgage in the amount of $211,900 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Shoreline property is being held by Arrived SC Shoreline, LLC, a South Carolina limited liability company and wholly owned subsidiary of the Series.

 

In August 2021, the Manager offered for sale (“public offering”) 12,490 membership interests of Series Shoreline to the general public (Note 6).

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Series may adopt accounting standards based on the effective dates for public entities.

 

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived SC Shoreline, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to members’ equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

F-112

 

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

F-113

 

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

F-114

 

 

The Series recognizes rental revenue on a monthly basis when earned.

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-115

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31,
2021
 
Building  $234,300 
Land   77,500 
Total   311,800 
Less: Accumulated depreciation   (4,260)
Property and equipment, net  $307,540 

 

Depreciation expense was $4,260 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Shoreline property, the Series entered into a mortgage with Certain Lending Bank for a principal of $211,900, including loan fees of $2,869. The mortgage bears interest at a rate of 4.625% per year for the initial 5-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $56. As December 31, 2021, mortgage payable, net of unamortized loan fees of $2,813 was $209,087.

 

NOTE 6: MEMBERS’ EQUITY

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

  

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-116

 

 

Membership Interests

 

In August 2021, the Series closed on its public offering and issued 12,490 membership interests for net proceeds of $123,151.

 

In connection with the public offering, the Series incurred brokerage fees of 1% of gross proceeds, which is paid directly to the broker as a deduction from gross proceeds. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the offering of up to a maximum of 2% of the gross proceeds from the issuance of membership interests, which amounted to $2,498. The series also incurred a sourcing fee due to the Manager of $9,921.

 

Distributions

 

During the period ended December 31, 2021, the Series made distributions to the investors of the Series totaling $625, which were recorded as a reduction to members’ capital.

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $121,046 in advances from the Manager, which were paid directly to the property’s seller.

 

During the period ended December 31, 2021, the Series received a deemed contribution from the Manager of $7,286 in exchange for forgiveness of amounts previously due.

 

NOTE 8: INCOME TAXES

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $2,428, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $2,428 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 26%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $9,339.

 

NOTE 9: SUBSEQUENT EVENTS

 

In January 2022, the Manager declared and paid a dividend distribution of $1,617, based on operating results for the fourth quarter of fiscal 2021.

 

F-117

 

 

 

 

 

 

 

ARRIVED HOMES SERIES SPENCER, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-118

 

 

ARRIVED HOMES SERIES SPENCER, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-120
CONSOLIDATED BALANCE SHEET F-121
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-122
CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY F-123
CONSOLIDATED STATEMENT OF CASH FLOWS F-124
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-125 to F-130

 

F-119

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Members of

Arrived Homes Series Spencer, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Spencer, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in members’ equity, and cash flows for the period May 27, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period May 27, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-120

 

 

ARRIVED HOMES SERIES SPENCER, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $10,725 
Prepaid expenses   2,566 
Due from related party   802 
Total current assets   14,093 
Property and equipment, net   298,528 
Deposits held by property management company   2,744 
Total assets  $315,365 
      
LIABILITIES AND MEMBERS’ EQUITY     
Current liabilities:     
Accrued expenses  $3,912 
Due to related party   - 
Total current liabilities   3,912 
Tenant deposits   2,744 
Mortgage payable, net   192,353 
Total liabilities   199,009 
      
Members’ equity:     
Members’ capital   120,965 
Accumulated deficit   (4,609)
Total members’ equity   116,356 
Total liabilities and members’ equity  $315,365 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-121

 

 

ARRIVED HOMES SERIES SPENCER, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD MAY 27, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $10,267 
Total revenue   10,267 
Operating expenses     
Depreciation   4,157 
Insurance   639 
Management fees   - 
Repair and maintenance   1,800 
Property taxes   929 
Other operating expenses   2,423 
Total operating expenses   9,948 
      
Income from operations   319 
      
Interest expense   (4,928)
Net loss before income taxes   (4,609)
Provision for income taxes   - 
Net loss  $(4,609)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-122

 

 

ARRIVED HOMES SERIES SPENCER, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY

FOR THE PERIOD MAY 27, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

           Total 
   Members’   Accumulated   Members’ 
   Capital   Deficit   Equity 
             
Balance at May 27, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   117,852    -    117,852 
Deemed contribution from Manager   5,195    -    5,195 
Distributions   (2,082)   -    (2,082)
Net loss   -    (4,609)   (4,609)
Balance at December 31, 2021  $120,965   $(4,609)  $116,356 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-123

 

 

ARRIVED HOMES SERIES SPENCER, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD MAY 27, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021 

 

Cash flows from operating activities    
Net loss  $(4,609)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   4,157 
Amortization   53 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (2,566)
Accrued expenses   3,912 
Due to related party   3,458 
Net cash provided by operating activities   4,405 
Cash flows from investing activities:     
Property improvements   - 
Net cash used in investing activities   - 
Cash flows from financing activities:     
Net proceeds received from refinancing of mortgage   - 
Repayment of amounts due to related party   (128,981)
Net proceeds from the issuance of membership units   137,382 
Distributions   (2,082)
Net cash provided by financing activities   6,320 
Net change in cash   10,725 
Cash at beginning of period  $- 
Cash at end of year  $10,725 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $4,928 
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $132,439 
Acquisition of property  $302,685 
Mortgage payable for acquisition of property  $195,000 
Offering expenses  $2,775 
Deemed contribution from Manager  $5,195 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-124

 

 

ARRIVED HOMES SERIES SPENCER, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Spencer, a series of Arrived Homes, LLC, (“Series Spencer”) was formed on May 27, 2021 under the laws of Delaware. On June 22, 2021, the Arrived SC Spencer, LLC completed the acquisition of the Spencer property. The acquisition of the Spencer property was funded through an initial mortgage in the amount of $195,000 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Spencer property is being held by Arrived SC Spencer, LLC, a South Carolina limited liability company and wholly owned subsidiary of the Series.

 

In August 2021, the Manager offered for sale (“public offering”) 13,877 membership interests of Series Spencer to the general public (Note 6).

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Series may adopt accounting standards based on the effective dates for public entities.

 

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived SC Spencer, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to members’ equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

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Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

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Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

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The Series recognizes rental revenue on a monthly basis when earned.

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

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NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $227,685 
Land   75,000 
Total   302,685 
Less: Accumulated depreciation   (4,157)
Property and equipment, net  $298,528 

 

Depreciation expense was $4,157 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Spencer property, the Series entered into a mortgage with Certain Lending Bank for a principal of $195,000, including loan fees of $2,700. The mortgage bears interest at a rate of 4.625% per year for the initial 5-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $53. As December 31, 2021, mortgage payable, net of unamortized loan fees of $2,648 was $192,353.

 

NOTE 6: MEMBERS’ EQUITY

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

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Membership Interests

 

In August 2021, the Series closed on its public offering and issued 13,877 membership interests for net proceeds of $137,382.

 

In connection with the public offering, the Series incurred brokerage fees of 1% of gross proceeds, which is paid directly to the broker as a deduction from gross proceeds. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the offering of up to a maximum of 2% of the gross proceeds from the issuance of membership interests, which amounted to $2,775. The series also incurred a sourcing fee due to the Manager of $16,755.

 

Distributions

 

During the period ended December 31, 2021, the Series made distributions to the investors of the Series totaling $2,082, which were recorded as a reduction to members’ capital.

 

NOTE 7: RELATED PARTY TRANSACATIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $132,439 in advances from the Manager, which were paid directly to the property’s seller.

 

During the period ended December 31, 2021, the Series received a deemed contribution from the Manager of 5,195 in exchange for forgiveness of amounts previously due.

 

NOTE 8: INCOME TAXES

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $1,198, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $1,198 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 26%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $4,609.

 

NOTE 9: SUBSEQUENT EVENTS

 

In January 2022, the Manager declared and paid a dividend distribution of $1,804, based on operating results for the fourth quarter of fiscal 2021.

 

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ARRIVED HOMES SERIES SUMMERSET, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

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ARRIVED HOMES SERIES SUMMERSET, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-133
CONSOLIDATED BALANCE SHEET F-134
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-135
CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY F-136
CONSOLIDATED STATEMENT OF CASH FLOWS F-137
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-138 to F-143

 

F-132

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Members of

Arrived Homes Series Summerset, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Summerset, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in members’ equity, and cash flows for the period May 27, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period May 27, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

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ARRIVED HOMES SERIES SUMMERSET, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $8,216 
Prepaid expenses   2,265 
Due from related party   - 
Total current assets   10,481 
Property and equipment, net   253,020 
Deposits held by property management company   2,644 
Total assets  $266,145 
      
LIABILITIES AND MEMBERS’ EQUITY     
Current liabilities:     
Accrued expenses  $2,479
Due to related party   535 
Total current liabilities   3,014 
Tenant deposits   2,119 
Mortgage payable, net   163,389 
Total liabilities   168,522 
      
Members’ equity:     
Members’ capital   104,683 
Accumulated deficit   (7,060)
Total members’ equity   97,623 
Total liabilities and members’ equity  $266,145

 

The accompanying notes are an integral part of these consolidated financial statements.

 

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ARRIVED HOMES SERIES SUMMERSET, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD MAY 27, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

    

Rental income  $8,679 
Total revenue   8,679 
      
Operating expenses     
Depreciation   3,505 
Insurance   551 
Management fees   1,083 
Repair and maintenance   3,219 
Property taxes   717 
Other operating expenses   2,335 
Total operating expenses   11,410 
      
Loss from operations   (2,731)
      
Interest expense   (4,329)
Net loss before income taxes   (7,060)
Provision for income taxes   - 
Net loss  $(7,060)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

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ARRIVED HOMES SERIES SUMMERSET, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY

FOR THE PERIOD MAY 27, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

   Members’
Capital
   Accumulated
Deficit
   Total
Members’
Equity
 
             
Balance at May 27, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   100,535    -    100,535 
Deemed contribution from Manager   4,742    -    4,742 
Distributions   (594)   -    (594)
Net loss   -    (7,060)   (7,060)
Balance at December 31, 2021  $104,683  $(7,060)  $97,623 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

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ARRIVED HOMES SERIES SUMMERSET, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD MAY 27, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021 

 

Cash flows from operating activities    
Net loss  $(7,060)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   3,505 
Amortization   47 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (2,265)
Accrued expenses   2,479 
Due to related party   4,748 
Net cash provided by operating activities   1,454 
Cash flows from financing activities:     
Net proceeds received from refinancing of mortgage   - 
Repayment of amounts due to related party   (110,215)
Net proceeds from the issuance of membership units   117,571 
Distributions   (594)
Net cash provided by financing activities   6,762 
Net change in cash   8,216 
Cash at beginning of period   - 
Cash at end of year  $8,216 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $4,329 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $115,498 
Acquisition of property  $256,526 
Mortgage payable for acquisition of property  $165,750 
Offering expenses  $2,377 
Deemed contribution from Manager  $4,742 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

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ARRIVED HOMES SERIES SUMMERSET, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Summerset, a series of Arrived Homes, LLC, (“Series Summerset”) was formed on May 27, 2021 under the laws of Delaware. On June 21, 2021, the Arrived SC Summerset, LLC completed the acquisition of the Summerset property. The acquisition of the Summerset property was funded through an initial mortgage in the amount of $165,750 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Summerset property is being held by Arrived SC Summerset, LLC, a South Carolina limited liability company and wholly owned subsidiary of the Series.

 

In August 2021, the Manager offered for sale (“public offering”) 11,886 membership interests of Series Summerset to the general public (Note 6).

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Series may adopt accounting standards based on the effective dates for public entities.

 

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived SC Summerset, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to members’ equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

F-138

 

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

F-139

 

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

F-140

 

 

The Series recognizes rental revenue on a monthly basis when earned.

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-141

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31,
2021
 
Building  $192,776 
Land   63,750 
Total   256,526 
Less: Accumulated depreciation   (3,505)
Property and equipment, net  $253,020 

 

Depreciation expense was $3,505 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Summerset property, the Series entered into a mortgage with Certain Lending Bank for a principal of $165,750, including loan fees of $2,408. The mortgage bears interest at a rate of 4.625% per year for the initial 5-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $47. As December 31, 2021, mortgage payable, net of unamortized loan fees of $2,361 was $163,389.

 

NOTE 6: MEMBERS’ EQUITY

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

  

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-142

 

 

Membership Interests

 

In August 2021, the Series closed on its public offering and issued 11,886 membership interests for net proceeds of $117,571.

 

In connection with the public offering, the Series incurred brokerage fees of 1% of gross proceeds, which is paid directly to the broker as a deduction from gross proceeds. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the offering of up to a maximum of 2% of the gross proceeds from the issuance of membership interests, which amounted to $2,498. The series also incurred a sourcing fee due to the Manager of $14,659.

 

Distributions

 

During the period ended December 31, 2021, the Series made distributions to the investors of the Series totaling $594, which were recorded as a reduction to members’ capital.

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $115,498 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $535 to the Manager, which is non-interest bearing with no stated repayment terms. During the period ended December 31, 2021, the Series received a deemed contribution from the Manager of $4,742 in exchange for forgiveness of amounts previously due.

 

NOTE 8: INCOME TAXES

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $1,836, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $1,836 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 26%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $7,060.

 

NOTE 9: SUBSEQUENT EVENTS

 

In January 2022, the Manager declared and paid a dividend distribution of $1,544, based on operating results for the fourth quarter of fiscal 2021.

 

F-143

 

 

 

 

 

 

 

ARRIVED HOMES SERIES WINDSOR, a series of Arrived Homes, LLC

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021

 

 

 

 

 

 

F-144

 

 

ARRIVED HOMES SERIES WINDSOR, a series of Arrived Homes, LLC

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-146
CONSOLIDATED BALANCE SHEET F-147
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-148
CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY F-149
CONSOLIDATED STATEMENT OF CASH FLOWS F-150
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-151 to F-156

 

F-145

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Members of

Arrived Homes Series Windsor, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Windsor, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in members’ equity, and cash flows for the period June 18, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period June 18, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-146

 

 

ARRIVED HOMES SERIES WINDSOR, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $12,404 
Prepaid expenses   3,574 
Due from related party   - 
Total current assets   15,978 
Property and equipment, net   347,992 
Deposits held by property management company   3,893 
Total assets  $367,863 
      
LIABILITIES AND MEMBERS’ EQUITY     
Current liabilities:     
Accrued expenses  $4,203 
Due to related party   471 
Total current liabilities   4,674 
Tenant deposits   3,893 
Mortgage payable, net   224,525 
Total liabilities   233,092 
      
Members’ equity:     
Members’ capital   140,239 
Accumulated deficit   (5,468)
Total members’ equity   134,771 
Total liabilities and members’ equity  $367,863 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-147

 

 

ARRIVED HOMES SERIES WINDSOR, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD JUNE 18, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $10,799 
Total revenue   10,799 
      
Operating expenses     
Depreciation   4,008 
Insurance   524 
Management fees   1,353 
Repair and maintenance   945 
Property taxes   1,194 
Other operating expenses   3,544 
Total operating expenses   11,568 
      
Loss from operations   (769)
Interest expense   (4,699)
Net loss before income taxes   (5,468)
Provision for income taxes   - 
Net loss  $(5,468)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-148

 

 

ARRIVED HOMES SERIES WINDSOR, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY

FOR THE PERIOD JUNE 18, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

           Total 
   Members’   Accumulated   Members’ 
   Capital   Deficit   Equity 
             
Balance at June 18, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   136,609    -    136,609 
Deemed contribution from Manager   4,416    -    4,416 
Distributions   (786)   -    (786)
Net loss   -    (5,468)   (5,468)
Balance at December 31, 2021  $140,239   $(5,468)  $134,771 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-149

 

 

ARRIVED HOMES SERIES WINDSOR, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD JUNE 18, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(5,468)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   4,008 
Amortization   50 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (3,574)
Accrued expenses   4,203 
Due to related party   4,882 
Net cash provided by operating activities   4,101 
Cash flows from financing activities:     
Net proceeds received from refinancing of mortgage   - 
Repayment of amounts due to related party   (146,249)
Net proceeds from the issuance of membership units   155,338 
Distributions   (786)
Net cash provided by financing activities   8,303 
Net change in cash   12,404 
Cash at beginning of period   - 
Cash at end of year  $12,404 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $4,699 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $151,602 
Acquisition of property  $352,000 
Mortgage payable for acquisition of property  $227,500 
Offering expenses  $3,144 
Deemed contribution from Manager  $4,416 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-150

 

 

ARRIVED HOMES SERIES WINDSOR, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Windsor, a series of Arrived Homes, LLC, (“Series Windsor”) was formed on June 18, 2021 under the laws of Delaware. On July 22, 2021, the Arrived SC Windsor, LLC completed the acquisition of the Windsor property. The acquisition of the Windsor property was funded through an initial mortgage in the amount of $227,500 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Windsor property is being held by Arrived SC Windsor, LLC, a South Carolina limited liability company and wholly owned subsidiary of the Series.

 

In August 2021, the Manager offered for sale (“public offering”) 15,721 membership interests of Series Windsor to the general public (Note 6).

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Series may adopt accounting standards based on the effective dates for public entities.

 

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived SC Windsor, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to members’ equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

F-151

 

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

F-152

 

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

The Series recognizes rental revenue on a monthly basis when earned.

 

F-153

 

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

F-154

 

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
     
Building  $264,500 
Land   87,500 
Total   352,000 
Less: Accumulated depreciation   (4,008)
Property and equipment, net  $347,992 

 

Depreciation expense was $4,008 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Windsor property, the Series entered into a mortgage with Certain Lending Bank for a principal of $227,500, including loan fees of $3,025. The mortgage bears interest at a rate of 4.625% per year for the initial 5-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $50. As December 31, 2021, mortgage payable, net of unamortized loan fees of $2,975 was $224,525.

 

NOTE 6: MEMBERS’ EQUITY

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

 The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-155

 

 

Membership Interests

 

In August 2021, the Series closed on its public offering and issued 15,721 membership interests for net proceeds of $155,338.

 

In connection with the public offering, the Series incurred brokerage fees of 1% of gross proceeds, which is paid directly to the broker as a deduction from gross proceeds. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the offering of up to a maximum of 2% of the gross proceeds from the issuance of membership interests, which amounted to $3,144. The series also incurred a sourcing fee due to the Manager of $15,584.

 

Distributions

 

During the period ended December 31, 2021, the Series made distributions to the investors of the Series totaling $786, which were recorded as a reduction to members’ capital.

 

 NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $151,602 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $471 to the Manager, which is non-interest bearing with no stated repayment terms. During the period ended December 31, 2021, the Series received a deemed contribution from the Manager of $4,416 in exchange for forgiveness of amounts previously due.

 

NOTE 8: INCOME TAXES

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $1,422, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $1,422 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 26%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $5,468.

 

NOTE 9: SUBSEQUENT EVENTS

 

In January 2022, the Manager declared and paid a dividend distribution of $2,040, based on operating results for the fourth quarter of fiscal 2021.

 

F-156

 

 

 

 

 

 

 

ARRIVED HOMES SERIES LIERLY, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-157

 

 

ARRIVED HOMES SERIES LIERLY, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-159
CONSOLIDATED BALANCE SHEET F-160
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME F-161
CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY F-162
CONSOLIDATED STATEMENT OF CASH FLOWS F-163
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-164 to F-169

 

F-158

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Members of

Arrived Homes Series Lierly, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Lierly, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive income, changes in members’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-159

 

 

ARRIVED HOMES SERIES LIERLY, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

 

ASSETS    
Current assets:    
Cash  $15,054 
Prepaid expenses   396 
Total current assets   15,450 
Property and equipment, net   209,462 
Deposits held by property management company   1,750 
Total assets  $226,662 
      
LIABILITIES AND MEMBERS’ EQUITY     
Current liabilities:     
Accrued expenses  $3,541 
Due to related party   2,857 
Total current liabilities   6,398 
Tenant deposits   1,750 
Mortgage payable, net   129,359 
Total liabilities   137,507 
      
Members’ equity:     
Members’ capital   88,886 
Retained earnings   269 
Total members’ equity   89,155 
Total liabilities and members’ equity  $226,662 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-160

 

 

ARRIVED HOMES SERIES LIERLY, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED DECEMBER 31, 2021

 

 

Rental income  $14,796 
Total revenue   14,796 
      
Operating expenses     
Depreciation   4,398 
Insurance   792 
Management fees   1,754 
Repair and maintenance   855 
Property taxes   1,733 
Other operating expenses   816 
Total operating expenses   10,348 
      
Income from operations   4,448 
Interest expense   (4,179)
Net income before income taxes   269 
Provision for income taxes   - 
Net income  $269 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-161

 

 

ARRIVED HOMES SERIES LIERLY, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY

FOR THE YEAR ENDED DECEMBER 31, 2021

 

           Total 
   Members’   Retained   Members’ 
   Capital   Earnings   Equity 
Balance at January 1, 2021  $-   $-   $- 
Issuance of membership interests, net of offering costs   91,723    -    91,723 
Deemed contribution from Manager   -    -    - 
Distributions   (2,837)   -    (2,837)
Net income   -    269    269 
Balance at December 31, 2021  $88,886   $269   $89,155 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-162

 

 

ARRIVED HOMES SERIES LIERLY, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net income  $269 
Adjustments to reconcile net income to net cash provided by operating activities:     
Depreciation   4,398 
Amortization   144 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (396)
Accrued expenses   3,541 
Due to related party   2,143 
Net cash provided by operating activities   10,099 
Cash flows from financing activities:     
Net proceeds received from refinancing of mortgage   129,177 
Repayment of amounts due to related party   (215,000)
Net proceeds from the issuance of membership units   93,614 
Distributions   (2,837)
Net cash provided by financing activities   4,954 
Net change in cash   15,053 
Cash at beginning of year   - 
Cash at end of year  $15,053 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $3,554 
      
Supplemental disclosure of non-cash investing and financing activities:     
Acquisition of subsidiary through promissory note with related party  $215,000 
Advance from related party for acquisition of property  $- 
Acquisition of property  $- 
Mortgage payable for acquisition of property  $- 
Offering expenses  $1,891 
Deemed contribution from Manager  $- 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-163

 

 

ARRIVED HOMES SERIES LIERLY, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series.” As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Lierly, a series of Arrived Homes, LLC, (“Series Lierly”) was formed on November 4, 2020 under the laws of Delaware; however, principal operations did not commence until 2021. On January 21, 2021, the Series purchased Arrived Holdings, Inc.’s (the Manager) 100% membership interest in Arrived AR Lierly, LLC, an Arkansas limited liability company for a $215,000 promissory note. Arrived AR Lierly, LLC was formed on November 4, 2020 for the sole purpose of purchasing a single-family rental property

 

In May 2021, the Manager offered for sale (“public offering”) 9,456 membership interests of Series Lierly to the general public (Note 6).

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Series may adopt accounting standards based on the effective dates for public entities.

 

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived AR Lierly, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to member’s equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

F-164

 

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

F-165

 

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive income.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the year ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

Identification of a contract with a customer;

 

Identification of the performance obligations in the contract;

 

Determination of the transaction price;

 

Allocation of the transaction price to the performance obligations in the contract; and

 

Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

F-166

 

 

The Series recognizes rental revenue on a monthly basis when earned.

 

Comprehensive Income

 

The Series follows FASB ASC 220 in reporting comprehensive income. Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. Since the Series has no items of other comprehensive income, comprehensive income is equal to net income.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation, are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a separate real estate investment trust, or REIT, for U.S. federal and state income tax purposes. Therefore, the income from the Series is reported and taxed to the members on their individual tax returns.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-167

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $161,250 
Land   53,750 
Total   215,000 
Less: Accumulated depreciation   (5,538)
Property and equipment, net  $209,462 

 

Depreciation expense was $4,398 for the year ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE, NET

 

In January 2021, the Series entered into a mortgage with Arvest Bank and received net proceeds of $129,177, including the mortgage principal of $131,100 less loan fees of $1,923. The mortgage bears interest at a rate of 4.00% per year for the initial 5-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The principal must be repaid within 10 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the year ended December 31, 2021, the Series recorded amortization of loan fees of $144. As December 31, 2021, mortgage payable, net of unamortized loan fees of $1,741, was $129,177.

 

NOTE 6: MEMBERS’ EQUITY

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

 The Manager will be responsible for directing the management of Series’ business and affairs, managing the day-to-day affairs, and implementing the Series’ investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

  The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

Membership Interests

 

In May 2021, the Series closed on its public offering and issued 9,456 membership interests for net proceeds of $93,614.

 

F-168

 

 

In connection with the public offering, the Series incurred brokerage fees of 1% of gross proceeds, which is paid directly to the broker as a deduction from gross proceeds. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the offering of up to a maximum of 2% of the gross proceeds from the issuance of membership interests, which amounted to $1,891.

 

Distributions

 

During the year ended December 31, 2021, the Series made distributions to the investors of the Series totaling $2,837, which were recorded as a reduction to members’ capital.

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Promissory Notes

 

On January 21, 2021 Series Lierly purchased Arrived Holdings, Inc.’s 100% membership interests in Arrived AR Lierly, LLC for a $215,000 promissory note. The promissory note to the Manager incurred interest at a rate of 0.14% per annum compounding annually, the minimum applicable federal rate in effect as of the date of purchase, and must be repaid within 18 months of the date on which the Series commences the offering of membership interests. Upon the Series’ offering (see Note 6), the Series repaid the entire $215,000 loan to Arrived Holdings, Inc.

 

Due to Related Party

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $2,857 to the Manager, which is non-interest bearing with no stated repayment terms.

 

Management Fees

 

During the year ended December 31, 2021, total management fees charged by the Manager, including asset management fees and property management fees, were $1,754.

 

NOTE 8: SUBSEQUENT EVENTS

 

In January 2022, the Manager declared and paid a dividend distribution of $1,513, based on operating results for the fourth quarter of fiscal 2021.

 

F-169

 

 

 

 

 

 

 

ARRIVED HOMES SERIES SOAPSTONE, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-170

 

 

ARRIVED HOMES SERIES SOAPSTONE, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-172
CONSOLIDATED BALANCE SHEET F-173
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME F-174
CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY F-175
CONSOLIDATED STATEMENT OF CASH FLOWS F-176
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-177 to F-182

 

F-171

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Members of

Arrived Homes Series Soapstone, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Soapstone, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive income, changes in members’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-172

 

 

ARRIVED HOMES SERIES SOAPSTONE, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $12,913 
Prepaid expenses   415 
Total current assets   13,328 
Property and equipment, net   214,333 
Deposits held by property management company   1,600 
Total assets  $229,261 
      
LIABILITIES AND MEMBERS’ EQUITY     
Current liabilities:     
Accrued expenses  $3,623 
Due to related party   2,967 
Total current liabilities   6,590 
Tenant deposits   1,600 
Mortgage payable, net   126,515 
Total liabilities   134,705 
      
Members’ equity:     
Members’ capital   94,319 
Retained earnings   237 
Total members’ equity   94,556 
Total liabilities and members’ equity  $229,261 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-173

 

 

ARRIVED HOMES SERIES SOAPSTONE, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED DECEMBER 31, 2021

 

 

Rental income  $14,400 
Total revenue   14,400 
      
Operating expenses     
Depreciation   4,500 
Insurance   894 
Management fees   1,982 
Repair and maintenance   143 
Property taxes   1,802 
Other operating expenses   751 
Total operating expenses   10,072 
      
Income from operations   4,328 
      
Interest expense   (4,091)
Net income before income taxes   237 
Provision for income taxes   - 
Net income  $237 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-174

 

 

ARRIVED HOMES SERIES SOAPSTONE, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY

FOR THE YEAR ENDED DECEMBER 31, 2021

 

 

           Total 
   Members’   Retained   Members’ 
   Capital   Earnings   Equity 
Balance at January 1, 2021  $-   $-   $- 
Issuance of membership interests, net of offering costs   97,020    -    97,020 
Deemed contribution from Manager   -    -    - 
Distributions   (2,701)   -    (2,701)
Net income   -    237    237 
Balance at December 31, 2021  $94,319   $237   $94,556 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-175

 

 

ARRIVED HOMES SERIES SOAPSTONE, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net income  $237 
Adjustments to reconcile net income to net cash provided by operating activities:     
Depreciation   4,500 
Amortization   144 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (415)
Accrued expenses   3,623 
Due to related party   2,171 
Net cash provided by operating activities   10,260 
Cash flows from financing activities:     
Net proceeds received from refinancing of mortgage   126,334 
Repayment of amounts due to related party   (220,000)
Net proceeds from the issuance of membership units   99,020 
Distributions   (2,701)
Net cash provided by financing activities   2,653 
Net change in cash   12,913 
Cash at beginning of year   - 
Cash at end of year  $12,913 
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $3,477 
      
Supplemental disclosure of non-cash investing and financing activities:     
Acquisition of subsidiary through promissory note with related party  $220,000 
Advance from related party for acquisition of property  $- 
Acquisition of property  $- 
Mortgage payable for acquisition of property  $- 
Offering expenses  $2,000 
Deemed contribution from Manager  $- 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-176

 

 

ARRIVED HOMES SERIES SOAPSTONE, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series.” As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Soapstone, a series of Arrived Homes, LLC, (“Series Soapstone”) was formed on November 5, 2020 under the laws of Delaware; however, principal operations did not commence until 2021. On January 21, 2021, the Series purchased Arrived Holdings, Inc.’s (the Manager) 100% membership interest in Arrived AR Soapstone, LLC, an Arkansas limited liability company for a $220,000 promissory note. Arrived AR Soapstone, LLC was formed on December 15, 2020 for the sole purpose of purchasing a single-family rental property

 

In May 2021, the Manager offered for sale (“public offering”) 10,002 membership interests of Series Soapstone to the general public (Note 6).

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Series may adopt accounting standards based on the effective dates for public entities.

 

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived AR Soapstone, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to member’s equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

F-177

 

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

F-178

 

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive income.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the year ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

F-179

 

 

The Series recognizes rental revenue on a monthly basis when earned.

 

Comprehensive Income

 

The Series follows FASB ASC 220 in reporting comprehensive income. Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. Since the Series has no items of other comprehensive income, comprehensive income is equal to net income.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation, are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a separate real estate investment trust, or REIT, for U.S. federal and state income tax purposes. Therefore, the income from the Series is reported and taxed to the members on their individual tax returns.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-180

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $165,000 
Land   55,000 
Total   220,000 
Less: Accumulated depreciation   (5,667)
Property and equipment, net  $214,333 

 

Depreciation expense was $4,500 for the year ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE, NET

 

In January 2021, the Series entered into a mortgage with Arvest Bank and received net proceeds of $126,515, including the mortgage principal of $128,250 less loan fees of $1,916. The mortgage bears interest at a rate of 4.00% per year for the initial 5-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The principal must be repaid within 10 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the year ended December 31, 2021, the Series recorded amortization of loan fees of $144. As December 31, 2021, mortgage payable, net of unamortized loan fees of $1,735, was $126,515.

 

NOTE 6: MEMBERS’ EQUITY

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series (the “Manager”). Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

The Manager will be responsible for directing the management of Series’ business and affairs, managing the day-to-day affairs, and implementing the Series’ investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-181

 

 

Membership Interests

 

In May 2021, the Series closed on its public offering and issued 10,002 membership interests for net proceeds of $99,020.

 

In connection with the public offering, the Series incurred brokerage fees of 1% of gross proceeds, which is paid directly to the broker as a deduction from gross proceeds. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the offering of up to a maximum of 2% of the gross proceeds from the issuance of membership interests, which amounted to $2,000.

 

Distributions

 

During the year ended December 31, 2021, the Series made distributions to the investors of the Series totaling $2,701, which were recorded as a reduction to members’ capital.

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Promissory Notes

 

On January 21, 2021 Series Soapstone purchased Arrived Holdings, Inc.’s 100% membership interests in Arrived AR Soapstone, LLC for a $220,000 promissory note. The promissory note to the Manager incurred interest at a rate of 0.14% per annum compounding annually, the minimum applicable federal rate in effect as of the date of purchase, and must be repaid within 18 months of the date on which the Series commences the offering of membership interests. Upon the Series’ offering (see Note 6), the Series repaid the entire $220,000 loan to Arrived Holdings, Inc.

 

Due to Related Party

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $2,967 to the Manager, which is non-interest bearing with no stated repayment terms.

 

Management Fees

 

During the year ended December 31, 2021, total management fees charged by the Manager, including asset management fees and property management fees, were $1,982.

 

NOTE 8: SUBSEQUENT EVENTS

 

In January 2022, the Manager declared and paid a dividend distribution of $1,500, based on operating results for the fourth quarter of fiscal 2021.

 

F-182

 

 

 

 

 

 

 

ARRIVED HOMES SERIES CHAPARRAL, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-183

 

 

ARRIVED HOMES SERIES CHAPARRAL, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-185
CONSOLIDATED BALANCE SHEET F-186
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME F-187
CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY F-188
CONSOLIDATED STATEMENT OF CASH FLOWS F-189
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-190 to F-195

 

F-184

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Members of

Arrived Homes Series Chaparral, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Chaparral, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive income, changes in members’ equity, and cash flows for the period January 12, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period January 12, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-185

 

 

ARRIVED HOMES SERIES CHAPARRAL, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $13,754 
Prepaid expenses   331 
Total current assets   14,085 
Property and equipment, net   192,311 
Deposits held by property management company   1,450 
Total assets  $207,846 
      
LIABILITIES AND MEMBERS’ EQUITY     
Current liabilities:     
Accrued expenses  $1,883 
Due to related party   1,886 
Total current liabilities   3,769 
Tenant deposits   1,450 
Mortgage payable, net   102,876 
Total liabilities   108,095 
      
Members’ equity:     
Members’ capital   98,188 
Retained earnings   1,563 
Total members’ equity   99,751 
Total liabilities and members’ equity  $207,846 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-186

 

 

ARRIVED HOMES SERIES CHAPARRAL, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD JANUARY 12, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $13,050 
Total revenue   13,050 
      
Operating expenses     
Depreciation   4,049 
Insurance   654 
Management fees   1,830 
Repair and maintenance   313 
Property taxes   562 
Other operating expenses   750 
Total operating expenses   8,158 
      
Income from operations   4,892 
Interest expense   (3,329)
Net income before income taxes   1,563 
Provision for income taxes   - 
Net income  $1,563 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-187

 

 

ARRIVED HOMES SERIES CHAPARRAL, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY

FOR THE PERIOD JANUARY 12, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

           Total 
   Members’   Retained   Members’ 
   Capital   Earnings   Equity 
Balance at January 12, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   101,646    -    101,646 
Deemed contribution from Manager   -    -    - 
Distributions   (3,458)   -    (3,458)
Net income   -    1,563    1,563 
Balance at December 31, 2021  $98,188   $1,563   $99,751 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-188

 

 

ARRIVED HOMES SERIES CHAPARRAL, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD JANUARY 12, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

Cash flows from operating activities    
Net income  $1,563 
Adjustments to reconcile net income to net cash provided by operating activities:     
Depreciation   4,049 
Amortization   118 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (331)
Accrued expenses   1,883 
Due to related party   1,421 
Net cash provided by operating activities   8,703 
Cash flows from financing activities:     
Net proceeds received from refinancing of mortgage   102,732 
Repayment of amounts due to related party   (197,965)
Net proceeds from the issuance of membership units   103,742 
Distributions   (3,458)
Net cash provided by financing activities   5,051 
Net change in cash   13,754 
Cash at beginning of period   - 
Cash at end of year  $13,754 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $2,828 
      
Supplemental disclosure of non-cash investing and financing activities:     
Acquisition of subsidiary through promissory note with related party  $

197,965

 
Advance from related party for acquisition of property  $- 
Acquisition of property  $- 
Mortgage payable for acquisition of property  $- 
Offering expenses  $2,096 
Deemed contribution from Manager  $- 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-189

 

 

ARRIVED HOMES SERIES CHAPARRAL, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS 

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series.” As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Chaparral, a series of Arrived Homes, LLC, (“Series Chaparral”) was formed on January 12, 2021 under the laws of Delaware. On January 14, 2021, the Series purchased Arrived Holdings, Inc.’s (the Manager) 100% membership interest in Arrived AR Chaparral, LLC, an Arkansas limited liability company for a $197,965 promissory note. Arrived AR Chaparral, LLC was formed on January 4, 2021 for the sole purpose of purchasing a single-family rental property.

 

In May 2021, the Manager offered for sale (“public offering”) 10,479 membership interests of Series Chaparral to the general public (Note 6).

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Series may adopt accounting standards based on the effective dates for public entities.

 

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived AR Chaparral, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to member’s equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

F-190

 

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

F-191

 

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive income.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

F-192

 

 

The Series recognizes rental revenue on a monthly basis when earned.

 

Comprehensive Income

 

The Series follows FASB ASC 220 in reporting comprehensive income. Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. Since the Series has no items of other comprehensive income, comprehensive income is equal to net income.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation, are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a separate real estate investment trust, or REIT, for U.S. federal and state income tax purposes. Therefore, the income from the Series is reported and taxed to the members on their individual tax returns.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-193

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $148,009 
Land   49,491 
Total   197,500 
Less: Accumulated depreciation   (5,189)
Property and equipment, net  $192,311 

 

Depreciation expense was $4,049 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE, NET

 

In January 2021, the Series entered into a mortgage with Arvest Bank and received net proceeds of $102,732, including the mortgage principal of $104,310 less loan fees of $1,578. The mortgage bears interest at a rate of 4.00% per year for the initial 5-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The principal must be repaid within 10 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $118. As December 31, 2021, mortgage payable, net of unamortized loan fees of $1,434, was $102,876.

 

NOTE 6: MEMBERS’ EQUITY

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

The Manager will be responsible for directing the management of Series’ business and affairs, managing the day-to-day affairs, and implementing the Series’ investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

Membership Interests

 

In May 2021, the Series closed on its public offering and issued 10,479 membership interests for net proceeds of $103,742.

 

In connection with the public offering, the Series incurred brokerage fees of 1% of gross proceeds, which is paid directly to the broker as a deduction from gross proceeds. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the offering of up to a maximum of 2% of the gross proceeds from the issuance of membership interests, which amounted to $2,096.

 

F-194

 

 

Distributions

 

During the period ended December 31, 2021, the Series made distributions to the investors of the Series totaling $3,458, which were recorded as a reduction to members’ capital.

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Promissory Notes

 

On January 14, 2021 Series Chaparral purchased Arrived Holdings, Inc.’s 100% membership interests in Arrived AR Chaparral, LLC for a $197,965 promissory note. The promissory note to the Manager incurred interest at a rate of 0.14% per annum compounding annually, the minimum applicable federal rate in effect as of the date of purchase, and must be repaid within 18 months of the date on which the Series commences the offering of membership interests. Upon the Series’ offering (see Note 6), the Series repaid the entire $197,965 loan to Arrived Holdings, Inc.

 

Due to Related Party

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $1,886 to the Manager, which is non-interest bearing with no stated repayment terms.

 

Management Fees

 

During the period ended December 31, 2021, total management fees charged by the Manager, including asset management fees and property management fees, were $1,830.

 

NOTE 8: SUBSEQUENT EVENTS

 

In January 2022, the Manager declared and paid a dividend distribution of $1,781, based on operating results for the fourth quarter of fiscal 2021.

 

F-195

 

 

 

 

 

 

 

ARRIVED HOMES SERIES PATRICK, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-196

 

 

ARRIVED HOMES SERIES PATRICK, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-198
CONSOLIDATED BALANCE SHEET F-199
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-200
CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY F-201
CONSOLIDATED STATEMENT OF CASH FLOWS F-202
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-203 to F-208

 

F-197

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Members of

Arrived Homes Series Patrick, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Patrick, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in members’ equity, and cash flows for the period January 4, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period January 4, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-198

 

 

ARRIVED HOMES SERIES PATRICK, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $10,913 
Prepaid expenses   369 
Total current assets   11,282 
Property and equipment, net   205,661 
Deposits held by property management company   1,500 
Total assets  $218,443 
      
LIABILITIES AND MEMBERS’ EQUITY     
Current liabilities:     
Accrued expenses  $2,973
Due to related party   3,428 
Total current liabilities   6,401 
Tenant deposits   1,500 
Mortgage payable, net   107,696 
Total liabilities   115,597 
      
Members’ equity:     
Members’ capital   106,158 
Accumulated deficit   (3,312)
Total members’ equity   102,846 
Total liabilities and members’ equity  $218,443

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-199

 

 

ARRIVED HOMES SERIES PATRICK, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD OF JANUARY 4, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

    

Rental income  $9,000 
Total revenue   9,000 
      
Operating expenses     
Depreciation   4,329 
Insurance   653 
Management fees   1,572 
Repair and maintenance   256 
Property taxes   1,370 
Other operating expenses   749 
Total operating expenses   8,929 
      
Income from operations   71 
      
Interest expense   (3,383)
Net loss before income taxes   (3,312)
Provision for income taxes   - 
Net loss  $(3,312)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-200

 

 

ARRIVED HOMES SERIES PATRICK, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY

FOR THE PERIOD OF JANUARY 4, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

   Members’
Capital
   Accumulated
Deficit
   Total
Members’
Equity
 
             
Balance at January 4, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   109,673    -    109,673 
Deemed contribution from Manager   -    -    - 
Distributions   (3,515)   -    (3,515)
Net loss   -    (3,312)   (3,312)
Balance at December 31, 2021  $106,158  $(3,312)  $102,846 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-201

 

 

ARRIVED HOMES SERIES PATRICK, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD OF JANUARY 4, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(3,312)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   4,329 
Amortization   50 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (369)
Accrued expenses   2,973 
Due to related party   2,442 
Net cash provided by operating activities   6,113 
Cash flows from financing activities:     
Net proceeds received from refinancing of mortgage   106,569 
Repayment of amounts due to related party   (210,205)
Net proceeds from the issuance of membership units   111,951 
Distributions   (3,515)
Net cash provided by financing activities   4,800 
Net change in cash   10,913 
Cash at beginning of period   - 
Cash at end of year  $10,913 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $2,936 
      
Supplemental disclosure of non-cash investing and financing activities:     
Acquisition of subsidiary through promissory note with related party  $210,205 
Advance from related party for acquisition of property  $- 
Acquisition of property  $- 
Mortgage payable for acquisition of property  $- 
Offering expenses  $2,278 
Deemed contribution from Manager  $- 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-202

 

 

ARRIVED HOMES SERIES PATRICK LLC, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Patrick, a series of Arrived Homes, LLC, (“Series Patrick”) was formed on January 4, 2021 under the laws of Delaware. On February 1, 2021, the Series purchased Arrived Holdings, Inc.’s (the “Manager”)  100% membership interest in Arrived AR Patrick, LLC, an Arkansas limited liability company for a $210,205 promissory note. Arrived AR Patrick, LLC was formed on January 4, 2021 for the sole purpose of purchasing a single-family rental property

 

In May 2021, the Manager offered for sale (“public offering”) 11,389 membership interests of Series Patrick to the general public (Note 6).

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Series may adopt accounting standards based on the effective dates for public entities.

 

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived AR Patrick, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to members’ equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

F-203

 

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

F-204

 

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

F-205

 

 

The Series recognizes rental revenue on a monthly basis when earned.

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-206

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31,
2021
 
Building  $158,368 
Land   52,551 
Total   210,919 
Less: Accumulated depreciation   (5,259)
Property and equipment, net  $205,661 

 

Depreciation expense was $4,329 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE, NET

 

In February 2021, the Series entered into a mortgage with Arvest Bank and received net proceeds of $107,696, including the mortgage principal of $108,300 less loan fees of $665. The mortgage bears interest at a rate of 4.00% per year for the initial 5-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The principal must be repaid within 10 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $50. As December 31, 2021, mortgage payable, net of unamortized loan fees of $604 was $107,696.

 

NOTE 6: MEMBERS’ EQUITY

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

 The Manager will be responsible for directing the management of Series’ business and affairs, managing the day-to-day affairs, and implementing the Series’ investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

   

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-207

 

 

Membership Interests

 

In May 2021, the Series closed on its public offering and issued 11,389 membership interests for net proceeds of $111,951.

 

In connection with the public offering, the Series incurred brokerage fees of 1% of gross proceeds, which is paid directly to the broker as a deduction from gross proceeds. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the offering of up to a maximum of 2% of the gross proceeds from the issuance of membership interests, which amounted to $2,278.

 

Distributions

 

During the period ended December 31, 2021, the Series made distributions to the investors of the Series totaling $3,515, which were recorded as a reduction to members’ capital.

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Promissory Notes

 

On February 1, 2021 Series Patrick purchased Arrived Holdings, Inc.’s 100% membership interests in Arrived AR Patrick, LLC for a $210,205 promissory note. The promissory note to the Manager incurred interest at a rate of 0.14% per annum compounding annually, the minimum applicable federal rate in effect as of the date of purchase, and must be repaid within 18 months of the date on which the Series commences the offering of membership interests. Upon the Series’ offering (see Note 6), the Series repaid the entire $210,205 loan to Arrived Holdings, Inc.

 

Due to Related Party

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $3,428 to the Manager, which is non-interest bearing with no stated repayment terms.

 

Distributions

 

During the period ended December 31, 2021, the Series made distributions to the investors of the Series totaling $3,515, which were recorded as a reduction to members’ capital.

 

Management Fees

 

During the period ended December 31, 2021, total management fees charged by the Manager, including asset management fees and property management fees, were $1,572.

 

NOTE 8: INCOME TAXES

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $729, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $729 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ combined effective tax rate, which it estimated to be 22.00%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $3,312.

 

NOTE 9: SUBSEQUENT EVENTS

 

In January 2022, the Manager declared and paid a dividend distribution of $1,809, based on operating results for the fourth quarter of fiscal 2021.

 

F-208

 

 

 

 

 

 

 

ARRIVED HOMES SERIES PECAN, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-209

 

 

ARRIVED HOMES SERIES PECAN, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-211
CONSOLIDATED BALANCE SHEET F-212
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-213
CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY F-214
CONSOLIDATED STATEMENT OF CASH FLOWS F-215
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-216 to F-221

 

F-210

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Members of

Arrived Homes Series Pecan, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Pecan, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in members’ equity, and cash flows for the period January 12, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period January 12, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-211

 

 

ARRIVED HOMES SERIES PECAN, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $16,203 
Prepaid expenses   353 
Total current assets   16,556 
Property and equipment, net   203,960 
Deposits held by property management company   873 
Total assets  $221,389 
      
LIABILITIES AND MEMBERS’ EQUITY     
Current liabilities:     
Accrued expenses  $3,134 
Due to related party   4,270 
Total current liabilities   7,404 
Tenant deposits   1,600 
Mortgage payable, net   112,245 
Total liabilities   121,249 
      
Members’ equity:     
Members’ capital   100,602 
Accumulated deficit   (462)
Total members’ equity   100,140 
Total liabilities and members’ equity  $221,389 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-212

 

 

ARRIVED HOMES SERIES PECAN, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD OF JANUARY 12, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

    

Rental income  $13,900 
Total revenue   13,900 
      
Operating expenses     
Depreciation   4,294 
Insurance   712 
Management fees   1,894 
Repair and maintenance   1,712 
Property taxes   1,476 
Other operating expenses   750 
Total operating expenses   10,838 
      
Income from operations   3,062 
      
Interest expense   (3,524)
Net loss before income taxes   (462)
Provision for income taxes   - 
Net loss  $(462)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-213

 

 

ARRIVED HOMES SERIES PECAN, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY

FOR THE PERIOD OF JANUARY 12, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

   Members’
Capital
   Accumulated
Deficit
   Total
Members’
Equity
 
             
Balance at January 12, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs    103,702         -    103,702 
Deemed contribution from Manager    -    -    - 
Distributions    (3,100)   -    (3,100)
Net loss    -    (462)   (462)
Balance at December 31, 2021   $100,602   $(462)  $100,140 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-214

 

 

ARRIVED HOMES SERIES PECAN, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD OF JANUARY 12, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(462)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   4,294 
Amortization   51 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (353)
Accrued expenses   3,134 
Due to related party   2,845 
Net cash provided by operating activities   9,509 
Cash flows from financing activities:     
Net proceeds received from refinancing of mortgage   112,449 
Repayment of amounts due to related party   (208,495)
Net proceeds from the issuance of membership units   105,841 
Distributions   (3,100)
Net cash provided by financing activities   6,694 
Net change in cash   16,203 
Cash at beginning of period   - 
Cash at end of year  $16,203 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $3,060 
      
Supplemental disclosure of non-cash investing and financing activities:     
Acquisition of subsidiary through promissory note with related party  $208,495 
Advance from related party for acquisition of property  $- 
Acquisition of property  $- 
Mortgage payable for acquisition of property  $- 
Offering expenses  $2,138 
Deemed contribution from Manager  $- 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-215

 

 

ARRIVED HOMES SERIES PECAN, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Pecan, a series of Arrived Homes, LLC, (“Series Pecan”) was formed on January 12, 2021 under the laws of Delaware. On February 1, 2021, the Series purchased Arrived Holdings, Inc.’s (the “Manager”) 100% membership interest in Arrived AR Pecan, LLC, an Arkansas limited liability company for a $208,495 promissory note. Arrived AR Pecan, LLC was formed on January 4, 2021 for the sole purpose of purchasing a single-family rental property

 

In May 2021, the Manager offered for sale (“public offering”) 10,691 membership interests of Series Pecan to the general public (Note 6).

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Series may adopt accounting standards based on the effective dates for public entities.

 

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived AR Pecan, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to members’ equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

F-216

 

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

F-217

 

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

F-218

 

 

The Series recognizes rental revenue on a monthly basis when earned.

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-219

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31,
2021
 
Building  $157,052 
Land   52,124 
Total   209,176 
Less: Accumulated depreciation   (5,216)
Property and equipment, net  $203,960 

 

Depreciation expense was $4,294 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE, NET

 

In February 2021, the Series entered into a mortgage with Arvest Bank and received net proceeds of $112,245, including the mortgage principal of $112,860 less loan fees of $676. The mortgage bears interest at a rate of 4.00% per year for the initial 5-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The principal must be repaid within 10 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $51. As December 31, 2021, mortgage payable, net of unamortized loan fees of $615 was $112,245.

 

NOTE 6: MEMBERS’ EQUITY

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

 The Manager will be responsible for directing the management of Series’ business and affairs, managing the day-to-day affairs, and implementing the Series’ investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-220

 

 

Membership Interests

 

In May 2021, the Series closed on its public offering and issued 10,691 membership interests for net proceeds of $105,841.

 

In connection with the public offering, the Series incurred brokerage fees of 1% of gross proceeds, which is paid directly to the broker as a deduction from gross proceeds. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the offering of up to a maximum of 2% of the gross proceeds from the issuance of membership interests, which amounted to $2,138.

 

Distributions

 

During the period ended December 31, 2021, the Series made distributions to the investors of the Series totaling $3,100, which were recorded as a reduction to members’ capital.

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Promissory Notes

 

On February 1, 2021 Series Pecan purchased Arrived Holdings, Inc.’s 100% membership interests in Arrived AR Pecan, LLC for a $208,495 promissory note. The promissory note to the Manager incurred interest at a rate of 0.14% per annum compounding annually, the minimum applicable federal rate in effect as of the date of purchase, and must be repaid within 18 months of the date on which the Series commences the offering of membership interests. Upon the Series’ offering (see Note 6), the Series repaid the entire $208,495 loan to Arrived Holdings, Inc.

 

Due to Related Party

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $4,270 to the Manager, which is non-interest bearing with no stated repayment terms.

 

Distributions

 

During the period ended December 31, 2021, the Series made distributions to the investors of the Series totaling $3,100, which were recorded as a reduction to members’ capital.

 

Management Fees

 

During the period ended December 31, 2021, total management fees charged by the Manager, including asset management fees and property management fees, were $1,894.

 

NOTE 8: INCOME TAXES

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $102, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $102 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ combined effective tax rate, which it estimated to be 22.00%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $462.

 

NOTE 9: SUBSEQUENT EVENTS

 

In January 2022, the Manager declared and paid a dividend distribution of $1,604, based on operating results for the fourth quarter of fiscal 2021.

 

F-221

 

 

 

 

 

 

 

ARRIVED HOMES SERIES PLUMTREE, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-222

 

 

ARRIVED HOMES SERIES PLUMTREE, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-224
CONSOLIDATED BALANCE SHEET F-225
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME F-226
CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY F-227
CONSOLIDATED STATEMENT OF CASH FLOWS F-228
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-229 to F-234

 

F-223

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Members of

Arrived Homes Series Plumtree, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Plumtree, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive income, changes in members’ equity, and cash flows for the period January 12, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period January 12, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-224

 

 

ARRIVED HOMES SERIES PLUMTREE, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

Current assets:    
Cash  $18,569 
Prepaid expenses   358 
Total current assets   18,927 
Property and equipment, net   197,009 
Deposits held by property management company   1,450 
Total assets  $217,386 
      
LIABILITIES AND MEMBERS’ EQUITY     
Current liabilities:     
Accrued expenses  $3,054 
Due to related party   1,508 
Total current liabilities   4,562 
Tenant deposits   1,450 
Mortgage payable, net   109,643 
Total liabilities   115,655 
      
Members’ equity:     
Members’ capital   101,731 
Accumulated deficit   - 
Total members’ equity   101,731 
Total liabilities and members’ equity  $217,386 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-225

 

 

ARRIVED HOMES SERIES PLUMTREE, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD OF JANUARY 12, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

    

Rental income  $13,025 
Total revenue   13,025 
      
Operating expenses     
Depreciation   4,151 
Insurance   698 
Management fees   1,745 
Repair and maintenance   715 
Property taxes   1,422 
Other operating expenses   750 
Total operating expenses   9,481 
      
Income from operations   3,544 
      
Interest expense   (3,544)
Net income before income taxes   - 
Provision for income taxes   - 
Net income  $- 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-226

 

 

ARRIVED HOMES SERIES PLUMTREE, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY

FOR THE PERIOD OF JANUARY 12, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

   Members’
Capital
   Accumulated
Deficit
   Total
Members’
Equity
 
             
Balance at January 12, 2021 (inception)  $-   $         -   $- 
Issuance of membership interests, net of offering costs   105,543    -    105,543 
Deemed contribution from Manager   -    -    - 
Distributions   (3,812)   -    (3,812)
Net income   -    -    - 
Balance at December 31, 2021  $101,731   $-   $101,731 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-227

 

 

ARRIVED HOMES SERIES PLUMTREE, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD OF JANUARY 12, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net income  $- 
Adjustments to reconcile net income to net cash provided by operating activities:     
Depreciation   4,151 
Amortization   123 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (358)
Accrued expenses   3,054 
Due to related party   1,134 
Net cash provided by operating activities   8,104 
Cash flows from financing activities:     
Net proceeds received from refinancing of mortgage   109,506 
Repayment of amounts due to related party   (202,950)
Net proceeds from the issuance of membership units   107,721 
Distributions   (3,812)
Net cash provided by financing activities   10,465 
Net change in cash   18,569 
Cash at beginning of period   - 
Cash at end of year  $18,569 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $3,013 
      
Supplemental disclosure of non-cash investing and financing activities:     
Acquisition of subsidiary through promissory note with related party  $202,950 
Advance from related party for acquisition of property  $- 
Acquisition of property  $- 
Mortgage payable for acquisition of property  $- 
Offering expenses  $2,178 
Deemed contribution from Manager  $- 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-228

 

 

ARRIVED HOMES SERIES PLUMTREE, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Plumtree, a series of Arrived Homes, LLC, (“Series Plumtree”) was formed on January 12, 2021 under the laws of Delaware. On January 04, 2021, the Series purchased Arrived Holdings, Inc.’s (the “Manager”) 100% membership interest in Arrived AR Plumtree, LLC, an Arkansas limited liability company for a $202,950 promissory note. Arrived AR Plumtree, LLC was formed on December 15, 2020 for the sole purpose of purchasing a single-family rental property.

 

In May 2021, the Manager offered for sale (“public offering”) 10,891 membership interests of Series Plumtree to the general public (Note 6).

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Series may adopt accounting standards based on the effective dates for public entities.

 

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived AR Plumtree, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to members’ equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

F-229

 

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

F-230

 

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive income.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

F-231

 

 

The Series recognizes rental revenue on a monthly basis when earned.

 

Comprehensive Income

 

The Series follows FASB ASC 220 in reporting comprehensive income. Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. Since the Series has no items of other comprehensive income, comprehensive income is equal to net income.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-232

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31,
2021
 
Building  $151,745 
Land   50,738 
Total   202,483 
Less: Accumulated depreciation   (5,474)
Property and equipment, net  $197,009 

 

Depreciation expense was $4,151 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE, NET

 

In January 2021, the Series entered into a mortgage with Arvest Bank and received net proceeds of $109,643, including the mortgage principal of $111,150 less loan fees of $1,644. The mortgage bears interest at a rate of 4.00% per year for the initial 5-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The principal must be repaid within 10 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $123. As December 31, 2021, mortgage payable, net of unamortized loan fees of $1,507 was $109,643.

 

NOTE 6: MEMBERS’ EQUITY

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

The Manager will be responsible for directing the management of Series’ business and affairs, managing the day-to-day affairs, and implementing the Series’ investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-233

 

 

Membership Interests

 

In May 2021, the Series closed on its public offering and issued 10,891 membership interests for net proceeds of $107,721.

 

In connection with the public offering, the Series incurred brokerage fees of 1% of gross proceeds, which is paid directly to the broker as a deduction from gross proceeds. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the offering of up to a maximum of 2% of the gross proceeds from the issuance of membership interests, which amounted to $2,178.

 

Distributions

 

During the period ended December 31, 2021, the Series made distributions to the investors of the Series totaling $3,812, which were recorded as a reduction to members’ capital.

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Promissory Notes

 

On January 4, 2021 Series Plumtree purchased Arrived Holdings, Inc.’s 100% membership interests in Arrived AR Plumtree, LLC for a $202,950 promissory note. The promissory note to the Manager incurred interest at a rate of 0.14% per annum compounding annually, the minimum applicable federal rate in effect as of the date of purchase, and must be repaid within 18 months of the date on which the Series commences the offering of membership interests. Upon the Series’ offering (see Note 6), the Series repaid the entire $202,950 loan to Arrived Holdings, Inc.

 

Due to Related Party

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $1,508 to the Manager, which is non-interest bearing with no stated repayment terms.

 

Distributions

 

During the period ended December 31, 2021, the Series made distributions to the investors of the Series totaling $3,812, which were recorded as a reduction to members’ capital.

 

Management Fees

 

During the period ended December 31, 2021, total management fees charged by the Manager, including asset management fees and property management fees, were $1,745.

 

NOTE 8: INCOME TAXES

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $0, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $0 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ combined effective tax rate, which it estimated to be 22.00%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $0.

 

NOTE 9: SUBSEQUENT EVENTS

 

In January 2022, the Manager declared and paid a dividend distribution of $2,067, based on operating results for the fourth quarter of fiscal 2021.

 

F-234

 

 

 

 

 

 

 

ARRIVED HOMES SERIES MALBEC, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-235

 

 

ARRIVED HOMES SERIES MALBEC, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-237
CONSOLIDATED BALANCE SHEET F-238
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-239
CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY F-240
CONSOLIDATED STATEMENT OF CASH FLOWS F-241
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-242 to F-247

 

F-236

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Member of

Arrived Homes Series Malbec, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Malbec, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in members’ equity, and cash flows for the period April 28, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period April 28, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-237

 

 

ARRIVED HOMES SERIES MALBEC, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $13,709 
Prepaid expenses   2,090 
Due from related party   - 
Total current assets   15,799 
Property and equipment, net   315,986 
Deposits held by property management company   2,195 
Total assets  $333,980 
      
LIABILITIES AND MEMBERS’ EQUITY     
Current liabilities:     
Accrued expenses  $1,199 
Due to related party   3,127 
Total current liabilities   4,326 
Tenant deposits   2,195 
Mortgage payable, net   204,632 
Total liabilities   211,153 
      
Members’ equity:     
Members’ capital   123,585 
Accumulated deficit   (758)
Total members’ equity   122,827 
Total liabilities and members’ equity  $333,980 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-238

 

 

ARRIVED HOMES SERIES MALBEC, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD OF APRIL 28, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $8,980 
Total revenue   8,980 
      
Operating expenses     
Depreciation   2,925 
Insurance   326 
Management fees   - 
Repair and maintenance   2,000 
Property taxes   193 
Other operating expenses   1,034 
Total operating expenses   6,478 
      
Income from operations   2,502 
      
Interest expense   (3,260)
Net loss before income taxes   (758)
Provision for income taxes   - 
Net loss  $(758)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-239

 

 

ARRIVED HOMES SERIES MALBEC, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY

FOR THE PERIOD APRIL 28, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

           Total 
   Members’   Accumulated   Members’ 
   Capital   Deficit   Equity 
Balance at April 28, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   125,653    -    125,653 
Deemed contribution from Manager   -    -    - 
Distributions   (2,068)   -    (2,068)
Net loss   -    (758)   (758)
Balance at December 31, 2021  $123,585   $(758)  $122,827 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-240

 

 

ARRIVED HOMES SERIES MALBEC, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD APRIL 28, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(758)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   2,925 
Amortization   45 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (2,090)
Accrued expenses   1,199 
Due to related party   5,806 
Net cash provided by operating activities   7,127 
Cash flows from financing activities:     
Net proceeds received from refinancing of mortgage   - 
Repayment of amounts due to related party   (127,831)
Net proceeds from the issuance of membership units   136,481 
Distributions   (2,068)
Net cash provided by financing activities   6,582 
Net change in cash   13,710 
Cash at beginning of period   - 
Cash at end of year  $13,710 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $3,216 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $- 
Acquisition of property  $321,568 
Mortgage payable for acquisition of property  $208,585 
Offering expenses  $2,757 
Deemed contribution from Manager  $- 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-241

 

 

ARRIVED HOMES SERIES MALBEC, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Malbec, a series of Arrived Homes, LLC, (“Series Malbec”) was formed on April 28, 2021 under the laws of Delaware. On May 13, 2021, the Arrived AR Malbec, LLC completed the acquisition of the Malbec property. The acquisition of the Malbec property was advanced by Arrived Holdings, Inc. (the “Manager”), and refinanced through a mortgage in the amount of $208,585 (Note 5) with the remainder of the purchase price being advanced by Manager. The Malbec property is being held by Arrived AR Malbec, LLC, an Arkansas limited liability company and wholly owned subsidiary of the Series.

 

In August 2021, the Manager offered for sale (“public offering”) 13,786 membership interests of Series Malbec to the general public (Note 6).

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Series may adopt accounting standards based on the effective dates for public entities.

 

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived AR Malbec, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to members’ equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

F-242

 

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

F-243

 

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

F-244

 

 

The Series recognizes rental revenue on a monthly basis when earned.

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-245

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $241,344 
Land   80,225 
Total   321,568 
Less: Accumulated depreciation   (5,582)
Property and equipment, net  $315,986 

 

Depreciation expense was $2,925 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

Arrived Homes Series Malbec, a series of Arrived Homes, LLC, (“Series Malbec”) completed the acquisition of the Series Malbec property for a purchase price of $320,898 on May 12, 2021, prior to the start of its offering. The acquisition of the Malbec property was advanced by Arrived Holdings, Inc. (the “Manager”), and refinanced through a mortgage with Certain Lending Bank for a principal of $208,585, at a fixed annual interest rate of 4.625%, on July 9, 2021, for a term of 30 years with interest only payments in the first 5 years. After the initial 5-year interest only period, the interest rate becomes variable for the remainder of the loan. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $45. As December 31, 2021, mortgage payable, net of unamortized loan fees of $3,953 was $204,632.

 

NOTE 6: MEMBERS’ EQUITY

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-246

 

 

Membership Interests

 

In August 2021, the Series closed on its public offering and issued 13,786 membership interests for net proceeds of $136,481.

 

In connection with the public offering, the Series incurred brokerage fees of 1% of gross proceeds, which is paid directly to the broker as a deduction from gross proceeds. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the offering of up to a maximum of 2% of the gross proceeds from the issuance of membership interests, which amounted to $2,757.

 

Distributions

 

During the period ended December 31, 2021, the Series made distributions to the investors of the Series totaling $2,068, which were recorded as a reduction to members’ capital.

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $3,127 to the Manager, which is non-interest bearing with no stated repayment terms.

  

NOTE 8: INCOME TAXES

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $167, solely attributable to net loss carryforwards.

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

Therefore, a valuation allowance of $167 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 22%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $758.

 

NOTE 9: SUBSEQUENT EVENTS

 

In January 2022, the Manager declared and paid a dividend distribution of $2,068, based on operating results for the fourth quarter of fiscal 2021.

 

F-247

 

 

 

 

 

 

 

ARRIVED HOMES SERIES PINOT, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-248

 

 

ARRIVED HOMES SERIES PINOT, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-250
CONSOLIDATED BALANCE SHEET F-251
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-252
CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY F-253
CONSOLIDATED STATEMENT OF CASH FLOWS F-254
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-255 to F-260

 

F-249

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Member of

Arrived Homes Series Pinot, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Pinot, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in members’ equity, and cash flows for the period April 28, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period April 28, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-250

 

 

ARRIVED HOMES SERIES PINOT, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $14,131 
Prepaid expenses   1,663 
Due from related party   - 
Total current assets   15,794 
Property and equipment, net   319,030 
Deposits held by property management company   2,195 
Total assets  $337,019 
      
LIABILITIES AND MEMBERS’ EQUITY     
Current liabilities:     
Accrued expenses  $1,248 
Due to related party   3,160 
Total current liabilities   4,408 
Tenant deposits   2,195 
Mortgage payable, net   206,741 
Total liabilities   213,344 
      
Members’ equity:     
Members’ capital   124,639 
Accumulated deficit   (964)
Total members’ equity   123,675 
Total liabilities and members’ equity  $337,019 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-251

 

 

ARRIVED HOMES SERIES PINOT, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD OF APRIL 28, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $8,915 
Total revenue   8,915 
      
Operating expenses     
Depreciation   2,953 
Insurance   412 
Management fees   - 
Repair and maintenance   2,000 
Property taxes   193 
Other operating expenses   1,025 
Total operating expenses   6,583 
      
Income from operations   2,332 
      
Interest expense   (3,296)
Net loss before income taxes   (964)
Provision for income taxes   - 
Net loss  $(964)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-252

 

 

ARRIVED HOMES SERIES PINOT, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY

FOR THE PERIOD APRIL 28, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

           Total 
   Members’   Accumulated   Members’ 
   Capital   Deficit   Equity 
Balance at April 28, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   126,727    -    126,727 
Deemed contribution from Manager   -    -    - 
Distributions   (2,088)   -    (2,088)
Net loss   -    (964)   (964)
Balance at December 31, 2021  $124,639   $(964)  $123,675 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-253

 

 

ARRIVED HOMES SERIES PINOT, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD APRIL 28, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(964)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   2,953 
Amortization   48 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (1,663)
Accrued expenses   1,248 
Due to related party   6,075 
Net cash provided by operating activities   7,697 
Cash flows from financing activities:     
Net proceeds received from refinancing of mortgage   - 
Repayment of amounts due to related party   (129,115)
Net proceeds from the issuance of membership units   137,638 
Distributions   (2,088)
Net cash provided by financing activities   6,434 
Net change in cash   14,131 
Cash at beginning of period   - 
Cash at end of year  $14,131 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $3,249 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $- 
Acquisition of property  $324,665 
Mortgage payable for acquisition of property  $210,740 
Offering expenses  $2,785 
Deemed contribution from Manager  $- 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-254

 

 

ARRIVED HOMES SERIES PINOT, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Pinot, a series of Arrived Homes, LLC, (“Series Pinot”) was formed on April 28, 2021 under the laws of Delaware. On May 13, 2021, the Arrived AR Pinot, LLC completed the acquisition of the Pinot property. The acquisition of the Pinot property was advanced by Arrived Holdings, Inc. (the “Manager”), and refinanced through a mortgage in the amount of $210,740 (Note 5) with the remainder of the purchase price being advanced by Manager. The Pinot property is being held by Arrived AR Pinot, LLC, an Arkansas limited liability company and wholly owned subsidiary of the Series.

 

In August 2021, the Manager offered for sale (“public offering”) 13,923 membership interests of Series Pinot to the general public (Note 6).

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Series may adopt accounting standards based on the effective dates for public entities.

 

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived AR Pinot, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to members’ equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

F-255

 

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

F-256

 

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

F-257

 

 

The Series recognizes rental revenue on a monthly basis when earned.

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-258

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $243,611 
Land   81,054 
Total   324,665 
Less: Accumulated depreciation   (5,635)
Property and equipment, net  $319,030 

 

Depreciation expense was $2,953 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

Arrived Homes Series Pinot, a series of Arrived Homes, LLC, (“Series Pinot”) completed the acquisition of the Series Pinot property for a purchase price of $324,216 on May 12, 2021, prior to the start of its offering. The acquisition of the Pinot property was advanced by Arrived Holdings, Inc. (the “Manager”), and refinanced through a mortgage with Certain Lending Bank for a principal of $210,740, at a fixed annual interest rate of 4.625%, on June 30, 2021, for a term of 30 years with interest only payments in the first 5 years. After the initial 5-year interest only period, the interest rate becomes variable for the remainder of the loan. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $48. As December 31, 2021, mortgage payable, net of unamortized loan fees of $3,999 was $206,741.

 

NOTE 6: MEMBERS’ EQUITY

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

  

F-259

 

 

Membership Interests

 

In August 2021, the Series closed on its public offering and issued 13,923 membership interests for net proceeds of $137,638.

 

In connection with the public offering, the Series incurred brokerage fees of 1% of gross proceeds, which is paid directly to the broker as a deduction from gross proceeds. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the offering of up to a maximum of 2% of the gross proceeds from the issuance of membership interests, which amounted to $2,785.

 

Distributions

 

During the period ended December 31, 2021, the Series made distributions to the investors of the Series totaling $2,088, which were recorded as a reduction to members’ capital.

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $3,160 to the Manager, which is non-interest bearing with no stated repayment terms.

 

NOTE 8: INCOME TAXES

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $212, solely attributable to net loss carryforwards.

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

Therefore, a valuation allowance of $212 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 22%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $964.

 

NOTE 9: SUBSEQUENT EVENTS

 

In January 2022, the Manager declared and paid a dividend distribution of $2,085, based on operating results for the fourth quarter of fiscal 2021.

 

F-260

 

 

 

 

 

 

 

ARRIVED HOMES SERIES SALEM, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-261

 

 

ARRIVED HOMES SERIES SALEM, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-263
CONSOLIDATED BALANCE SHEET F-264
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-265
CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY F-266
CONSOLIDATED STATEMENT OF CASH FLOWS F-267
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-268 to F-273

 

F-262

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Member of

Arrived Homes Series Salem, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Salem, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in members’ equity, and cash flows for the period April 27, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period April 27, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-263

 

 

ARRIVED HOMES SERIES SALEM, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $13,926 
Prepaid expenses   1,796 
Due from related party   - 
Total current assets   15,722 
Property and equipment, net   315,949 
Deposits held by property management company   4,421 
Total assets  $336,092 
      
LIABILITIES AND MEMBERS’ EQUITY     
Current liabilities:     
Accrued expenses  $1,246 
Due to related party   3,050 
Total current liabilities   4,296 
Tenant deposits   3,930 
Mortgage payable, net   208,521 
Total liabilities   216,747 
      
Members’ equity:     
Members’ capital   119,718 
Accumulated deficit   (373)
Total members’ equity   119,345 
Total liabilities and members’ equity  $336,092 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-264

 

 

ARRIVED HOMES SERIES SALEM, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD OF APRIL 27, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

    

Rental income  $9,536 
Total revenue   9,536 
      
Operating expenses     
Depreciation   2,925 
Insurance   408 
Management fees   - 
Repair and maintenance   2,000 
Property taxes   193 
Other operating expenses   1,061 
Total operating expenses   6,587 
      
Income from operations   2,949 
      
Interest expense   (3,322)
Net loss before income taxes   (373)
Provision for income taxes   - 
Net loss  $(373)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-265

 

 

ARRIVED HOMES SERIES SALEM, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY

FOR THE PERIOD APRIL 27, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

           Total 
   Members’   Accumulated   Members’ 
   Capital   Deficit   Equity 
Balance at April 27, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   121,725    -    121,725 
Deemed contribution from Manager   -    -    - 
Distributions   (2,007)   -    (2,007)
Net loss   -    (373)   (373)
Balance at December 31, 2021  $119,718   $(373)  $119,345 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-266

 

 

ARRIVED HOMES SERIES SALEM, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD APRIL 27, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(373)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   2,925 
Amortization   46 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (1,796)
Accrued expenses   1,246 
Due to related party   5,236 
Net cash provided by operating activities   7,284 
Cash flows from financing activities:     
Net proceeds received from refinancing of mortgage   - 
Repayment of amounts due to related party   (123,823)
Net proceeds from the issuance of membership units   132,472 
Distributions   (2,007)
Net cash provided by financing activities   6,642 
Net change in cash   13,926 
Cash at beginning of period   - 
Cash at end of year  $13,926 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $3,277 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $- 
Acquisition of property  $321,531 
Mortgage payable for acquisition of property  $212,550 
Offering expenses  $2,676 
Deemed contribution from Manager  $- 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-267

 

 

ARRIVED HOMES SERIES SALEM, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Salem, a series of Arrived Homes, LLC, (“Series Salem”) was formed on April 27, 2021  under the laws of Delaware. On May 13, 2021, the Arrived AR Salem, LLC completed the acquisition of the Salem property. The acquisition of the Salem property was advanced by Arrived Holdings, Inc. (the “Manager”), and refinanced through a mortgage in the amount of $212,550 (Note 5) with the remainder of the purchase price being advanced by Manager. The Salem property is being held by Arrived AR Salem, LLC, an Arkansas limited liability company and wholly owned subsidiary of the Series.

 

In August 2021, the Manager offered for sale (“public offering”) 13,381 membership interests of Series Salem to the general public (Note 6).

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Series may adopt accounting standards based on the effective dates for public entities.

 

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived AR Salem, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to members’ equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

F-268

 

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

F-269

 

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

F-270

 

 

The Series recognizes rental revenue on a monthly basis when earned.

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-271

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $241,306 
Land   80,225 
Total   321,531 
Less: Accumulated depreciation   (5,582)
Property and equipment, net  $315,949 

 

Depreciation expense was $2,925 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

Arrived Homes Series Salem, a series of Arrived Homes, LLC, (“Series Salem”) completed the acquisition of the Series Salem property for a purchase price of $320,898 on May 12, 2021, prior to the start of its offering. The acquisition of the Salem property was advanced by Arrived Holdings, Inc. (the “Manager”), and refinanced through a mortgage with Certain Lending Bank for a principal of $212,550, at a fixed annual interest rate of 4.625%, on June 30, 2021, for a term of 30 years with interest only payments in the first 5 years. After the initial 5-year interest only period, the interest rate becomes variable for the remainder of the loan. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $46. As December 31, 2021, mortgage payable, net of unamortized loan fees of $4,029 was $208,521.

 

NOTE 6: MEMBERS’ EQUITY

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-272

 

 

Membership Interests

 

In August 2021, the Series closed on its public offering and issued 13,381 membership interests for net proceeds of $132,472.

 

In connection with the public offering, the Series incurred brokerage fees of 1% of gross proceeds, which is paid directly to the broker as a deduction from gross proceeds. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the offering of up to a maximum of 2% of the gross proceeds from the issuance of membership interests, which amounted to $2,676.

 

Distributions

 

During the period ended December 31, 2021, the Series made distributions to the investors of the Series totaling $2,007, which were recorded as a reduction to members’ capital.

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $3,050 to the Manager, which is non-interest bearing with no stated repayment terms.

 

NOTE 8: INCOME TAXES

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series  had net deferred tax assets before valuation allowance of $82, solely attributable to net loss carryforwards.

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

Therefore, a valuation allowance of $82 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 22%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $373.

 

NOTE 9: SUBSEQUENT EVENTS

 

In January 2022, the Manager declared and paid a dividend distribution of $2,007, based on operating results for the fourth quarter of fiscal 2021.

 

F-273

 

 

 

 

 

 

 

ARRIVED HOMES SERIES CUPCAKE, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-274

 

 

ARRIVED HOMES SERIES CUPCAKE, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-276
CONSOLIDATED BALANCE SHEET F-277
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-278
CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY F-279
CONSOLIDATED STATEMENT OF CASH FLOWS F-280
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-281 to F-287

 

F-275

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Members of

Arrived Homes Series Cupcake, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Cupcake, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in members’ equity, and cash flows for the period May 24, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period May 24, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-276

 

 

ARRIVED HOMES SERIES CUPCAKE, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $6,540 
Prepaid expenses   1,834 
Due from related party   6,230 
Total current assets   14,604 
Property and equipment, net   227,192 
Deposits held by property management company   1,595 
Total assets  $243,391 
      
LIABILITIES AND MEMBERS’ EQUITY     
Current liabilities:     
Accrued expenses  $1,360 
Due to related party   - 
Total current liabilities   1,360 
Tenant deposits   1,595 
Mortgage payable, net   149,345 
Total liabilities   152,300 
      
Members’ equity:     
Members’ capital   91,779 
Accumulated deficit   (688)
Total members’ equity   91,091 
Total liabilities and members’ equity  $243,391 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-277

 

 

ARRIVED HOMES SERIES CUPCAKE, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD OF MAY 24, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $4,382 
Total revenue   4,382 
Operating expenses     
Depreciation   1,510 
Insurance   265 
Management fees   642 
Repair and maintenance   381 
Property taxes   457 
Other operating expenses   794 
Total operating expenses   4,049 
      
Income from operations   333 
      
Interest expense   (1,021)
Net loss before income taxes   (688)
Provision for income taxes   - 
Net loss  $(688)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-278

 

 

ARRIVED HOMES SERIES CUPCAKE, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY

FOR THE PERIOD MAY 24, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

           Total 
   Members’   Accumulated   Members’ 
   Capital   Deficit   Equity 
             
Balance at May 24, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   92,325    -    92,325 
Deemed contribution from Manager   -    -    - 
Distributions   (546)   -    (546)
Net loss   -    (688)   (688)
Balance at December 31, 2021  $91,779   $(688)  $91,091 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-279

 

 

ARRIVED HOMES SERIES CUPCAKE, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD MAY 24, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(688)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   1,510 
Amortization   20 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (1,834)
Accrued expenses   1,360 
Due to related party   - 
Net cash provided by operating activities   368 
Cash flows from investing activities:     
Property improvements   (7,344)
Net cash used in investing activities   (7,344)
Cash flows from financing activities:     
Net proceeds received from refinancing of mortgage   149,325 
Repayment of amounts due to related party   (242,821)
Net proceeds from the issuance of membership units   107,559 
Distributions   (546)
Net cash provided by financing activities   13,517 
Net change in cash   6,540 
Cash at beginning of period   - 
Cash at end of year  $6,540 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $- 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $- 
Acquisition of property  $221,083 
Mortgage payable for acquisition of property  $- 
Offering expenses  $2,183 
Deemed contribution from Manager  $- 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-280

 

 

ARRIVED HOMES SERIES CUPCAKE, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Cupcake, a series of Arrived Homes, LLC, (“Series Cupcake”) was formed on May 24, 2021 under the laws of Delaware. On September 24, 2021, the Arrived AR Cupcake, LLC completed the acquisition of the Cupcake property. The acquisition of the Cupcake property was advanced by Arrived Holdings, Inc. (the “Manager”), and refinanced through a mortgage in the amount of $152,989 (Note 5) with the remainder of the purchase price being advanced by Manager. The Cupcake property is being held by Arrived AR Cupcake, LLC, an Arkansas limited liability company and wholly owned subsidiary of the Series. 

 

In August 2021, the Manager offered for sale (“public offering”) 10,915 membership interests of Series Cupcake to the general public (Note 6).

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Series may adopt accounting standards based on the effective dates for public entities.

 

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived AR Cupcake, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to member’s equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

F-281

 

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

F-282

 

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

F-283

 

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

The Series recognizes rental revenue on a monthly basis when earned.

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

F-284

 

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property  or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

 NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $166,444 
Land   54,639 
Total   221,083 
Add: Property improvements   7,619 
Less: Accumulated depreciation   (1,510)
Property and equipment, net  $227,192 

 

Depreciation expense was $1,510 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

Series Cupcake completed the acquisition of the Series Cupcake property for a purchase price of $218,556 on September 24, 2021, prior to the start of its offering. The manager originally purchased the Series Cupcake property through Series Cupcake, by advancing cash in the amount of $218,236. The manager later entered Series Cupcake into a loan with Certain Lending on behalf of Series Cupcake for a principal of $152,989, at a fixed annual interest rate of 3.875%, on October 26, 2021, for a term of 30 years with interest only payments in the first 7-years. After the initial 7-year interest only period, the interest rate becomes variable for the remainder of the loan. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $20. As December 31, 2021, mortgage payable, net of unamortized loan fees of $3,644 was $149,345.

 

NOTE 6: MEMBERS’ EQUITY

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

F-285

 

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

Membership Interests

 

In August 2021, the Series closed on its public offering and issued 10,915 membership interests for net proceeds of $107,559.

 

In connection with the public offering, the Series incurred brokerage fees of 1% of gross proceeds, which is paid directly to the broker as a deduction from gross proceeds. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the offering of up to a maximum of 2% of the gross proceeds from the issuance of membership interests, which amounted to $2,183. The series also incurred a sourcing fee due to the Manager of $13,051.

 

Distributions

 

During the period ended December 31, 2021, the Series made distributions to the investors of the Series totaling $546, which were recorded as a reduction to members’ capital.

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due from Related Party

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Manager owed $6,230 to the Series, which is non-interest bearing with no stated repayment terms.

 

Management Fees

 

During the year ended December 31, 2021, total management fees charged by the Manager, including asset management fees and property management fees, were $642.

 

NOTE 8: INCOME TAXES  

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $151, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

F-286

 

 

Therefore, a valuation allowance of $151was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 22%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $688.

 

NOTE 9: SUBSEQUENT EVENTS

 

In January 2022, the Manager declared and paid a dividend distribution of $1,630, based on operating results for the fourth quarter of fiscal 2021.

 

F-287

 

 

 

 

 

 

 

ARRIVED HOMES SERIES MOJAVE, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-288

 

 

ARRIVED HOMES SERIES MOJAVE, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-290
CONSOLIDATED BALANCE SHEET F-291
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-292
CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY F-293
CONSOLIDATED STATEMENT OF CASH FLOWS F-294
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-295 to F-301

 

F-289

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Members of

Arrived Homes Series Mojave, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Mojave, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in members’ equity, and cash flows for the period May 24, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period May 24, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-290

 

 

ARRIVED HOMES SERIES MOJAVE, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $6,496 
Prepaid expenses   2,109 
Due from related party   6,605 
Total current assets   15,210 
Property and equipment, net   242,676 
Deposits held by property management company   1,596 
Total assets  $259,482 
      
LIABILITIES AND MEMBERS’ EQUITY     
Current liabilities:     
Accrued expenses  $1,537 
Due to related party   - 
Total current liabilities   1,537 
Tenant deposits   1,596 
Mortgage payable, net   159,845 
Total liabilities   162,978 
      
Members’ equity:     
Members’ capital   98,151 
Accumulated deficit   (1,647)
Total members’ equity   96,504 
Total liabilities and members’ equity  $259,482 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-291

 

 

ARRIVED HOMES SERIES MOJAVE, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD OF MAY 24, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $3,653 
Total revenue   3,653 
      
Operating expenses     
Depreciation   1,623 
Insurance   246 
Management fees   678 
Repair and maintenance   381 
Property taxes   483 
Other operating expenses   795 
Total operating expenses   4,206 
      
Loss from operations   (553)
      
Interest expense   (1,094)
Net loss before income taxes   (1,647)
Provision for income taxes   - 
Net loss  $(1,647)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-292

 

 

ARRIVED HOMES SERIES MOJAVE, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY

FOR THE PERIOD MAY 24, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

           Total 
   Members’   Accumulated   Members’ 
   Capital   Deficit   Equity 
             
Balance at May 24, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   98,731    -    98,731 
Deemed contribution from Manager   -    -    - 
Distributions   (580)   -    (580)
Net loss   -    (1,647)   (1,647)
Balance at December 31, 2021  $98,151   $(1,647)  $96,504 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-293

 

 

ARRIVED HOMES SERIES MOJAVE, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD MAY 24, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(1,647)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   1,623 
Amortization   22 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (2,109)
Accrued expenses   1,537 
Due to related party   325 
Net cash provided by operating activities   (249)
Cash flows from investing activities:     
Property improvements   (7,619)
Net cash used in investing activities   (7,619)
Cash flows from financing activities:     
Net proceeds received from refinancing of mortgage   159,823 
Repayment of amounts due to related party   (259,698)
Net proceeds from the issuance of membership units   114,820 
Distributions   (580)
Net cash provided by financing activities   14,364 
Net change in cash   6,496 
Cash at beginning of period   - 
Cash at end of year  $6,496 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $1,071 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $- 
Acquisition of property  $236,680 
Mortgage payable for acquisition of property  $- 
Offering expenses  $2,320 
Deemed contribution from Manager  $- 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-294

 

 

ARRIVED HOMES SERIES MOJAVE, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Mojave, a series of Arrived Homes, LLC, (“Series Mojave”) was formed on May 24, 2021 under the laws of Delaware. On September 24, 2021, the Arrived AR Mojave, LLC completed the acquisition of the Mojave property. The acquisition of the Mojave property was advanced by Arrived Holdings, Inc. (the “Manager”), and refinanced through a mortgage in the amount of $163,800 (Note 5) with the remainder of the purchase price being advanced by manager. The Mojave property is being held by Arrived AR Mojave, LLC, an Arkansas limited liability company and wholly owned subsidiary of the Series.

 

In August 2021, the Manager offered for sale (“public offering”) 10,915 membership interests of Series Mojave to the general public (Note 6).

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Series may adopt accounting standards based on the effective dates for public entities.

 

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived AR Mojave, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to members’ equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

F-295

 

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

F-296

 

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

F-297

 

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

The Series recognizes rental revenue on a monthly basis when earned.

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

F-298

 

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

 NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $178,180 
Land   58,500 
Total   236,680 
Add: Property improvements   7,619 
Less: Accumulated depreciation   (1,623)
Property and equipment, net  $242,676 

 

Depreciation expense was $1,623 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

Series Mojave completed the acquisition of the Series Mojave property for a purchase price of $234,000 on September 24, 2021, prior to the start of its offering. The manager originally purchased the Series Mojave property through Series Mojave, by advancing cash in the amount of $233,469. The manager later entered Series Mojave into a loan with Certain Lending on behalf of Series Mojave for a principal of $163,800, at a fixed annual interest rate of 3.875%, on October 26, 2021, for a term of 30 years with interest only payments in the first 7 years. After the initial 7-year interest only period, the interest rate becomes variable for the remainder of the loan. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $22. As December 31, 2021, mortgage payable, net of unamortized loan fees of $3,955 was $159,845.

 

NOTE 6: MEMBERS’ EQUITY

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

F-299

 

 

The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

Membership Interests

 

In August 2021, the Series closed on its public offering and issued 11,598 membership interests for net proceeds of $114,820.

 

In connection with the public offering, the Series incurred brokerage fees of 1% of gross proceeds, which is paid directly to the broker as a deduction from gross proceeds. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the offering of up to a maximum of 2% of the gross proceeds from the issuance of membership interests, which amounted to $2,320. The series also incurred a sourcing fee due to the Manager of $13,770.

 

Distributions

 

During the period ended December 31, 2021, the Series made distributions to the investors of the Series totaling $580, which were recorded as a reduction to members’ capital.

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due from Related Party

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Manager owed $6,605 to the Series, which is non-interest bearing with no stated repayment terms.

 

Management Fees

 

During the year ended December 31, 2021, total management fees charged by the Manager, including asset management fees and property management fees, were $678.

 

NOTE 8: INCOME TAXES

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $362, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

F-300

 

 

Therefore, a valuation allowance of $362 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 22%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $1,647.

 

NOTE 9: SUBSEQUENT EVENTS

 

In January 2022, the Manager declared and paid a dividend distribution of $1,740, based on operating results for the fourth quarter of fiscal 2021.

 

F-301

 

 

 

 

 

 

 

ARRIVED HOMES SERIES WENTWORTH, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-302

 

 

ARRIVED HOMES SERIES WENTWORTH, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-304
CONSOLIDATED BALANCE SHEET F-305
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-306
CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY F-307
CONSOLIDATED STATEMENT OF CASH FLOWS F-308
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-309 to F-315

 

F-303

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Members of

Arrived Homes Series Wentworth, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Wentworth, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in members’ equity, and cash flows for the period April 28, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period April 28, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-304

 

 

ARRIVED HOMES SERIES WENTWORTH, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $6,607 
Prepaid expenses   2,843 
Due from related party   5,092 
Total current assets   14,542 
Property and equipment, net   234,858 
Deposits held by property management company   3,215 
Total assets  $252,615 
      
LIABILITIES AND MEMBERS’ EQUITY     
Current liabilities:     
Accrued expenses  $1,403 
Due to related party   - 
Total current liabilities   1,403 
Tenant deposits   1,595 
Mortgage payable, net   154,889 
Total liabilities   157,887 
      
Members’ equity:     
Members’ capital   95,085 
Accumulated deficit   (357)
Total members’ equity   94,728 
Total liabilities and members’ equity  $252,615 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-305

 

 

ARRIVED HOMES SERIES WENTWORTH, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD OF APRIL 28, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $5,110 
Total revenue   5,110 
      
Operating expenses     
Depreciation   1,563 
Insurance   247 
Management fees   630 
Repair and maintenance   381 
Property taxes   710 
Other operating expenses   807 
Total operating expenses   4,338 
      
Income from operations   772 
      
Interest expense   (1,129)
Net loss before income taxes   (357)
Provision for income taxes   - 
Net loss  $(357)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-306

 

 

ARRIVED HOMES SERIES WENTWORTH, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY

FOR THE PERIOD APRIL 28, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

           Total 
   Members’   Accumulated   Members’ 
   Capital   Deficit   Equity 
             
Balance at April 28, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   95,648    -    95,648 
Deemed contribution from Manager   -    -    - 
Distributions   (563)   -    (563)
Net loss   -    (357)   (357)
Balance at December 31, 2021  $95,085   $(357)  $94,728 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-307

 

 

ARRIVED HOMES SERIES WENTWORTH, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD APRIL 28, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(357)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   1,563 
Amortization   20 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (2,843)
Accrued expenses   1,403 
Due to related party   2,123 
Net cash provided by operating activities   1,909 
Cash flows from investing activities:     
Property improvements   (7,619)
Net cash used in investing activities   (7,619)
Cash flows from financing activities:     
Net proceeds received from refinancing of mortgage   151,968 
Repayment of amounts due to related party   (250,394)
Net proceeds from the issuance of membership units   111,306 
Distributions   (563)
Net cash provided by financing activities   12,317 
Net change in cash   6,607 
Cash at beginning of period   - 
Cash at end of year  $6,607 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $1,109 
      
Supplemental disclosure of non-cash investing and financing activities:     
Acquisition of subsidiary through promissory note with related party  $- 
Advance from related party for acquisition of property  $- 
Acquisition of property  $228,801 
Mortgage payable for acquisition of property  $- 
Offering expenses  $2,251 
Deemed contribution from Manager  $- 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-308

 

 

ARRIVED HOMES SERIES WENTWORTH, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Wentworth, a series of Arrived Homes, LLC, (“Series Wentworth”) was formed on April 28, 2021 under the laws of Delaware. On September 24, 2021, the Arrived AR Wentworth, LLC completed the acquisition of the Wentworth property. The acquisition of the Wentworth property was advanced by Arrived Holdings, Inc. (the “Manager”), and refinanced through a mortgage in the amount of $158,340 (Note 5) with the remainder of the purchase price being advanced by Manager. The Wentworth property is being held by Arrived AR Wentworth, LLC, an Arkansas limited liability company and wholly owned subsidiary of the Series.

 

In August 2021, the Manager offered for sale (“public offering”) 11,243 membership interests of Series Wentworth to the general public (Note 6).

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Series may adopt accounting standards based on the effective dates for public entities.

 

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived AR Wentworth, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to member’s equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

F-309

 

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

F-310

 

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

F-311

 

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

The Series recognizes rental revenue on a monthly basis when earned.

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

F-312

 

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $172,251 
Land   56,550 
Total   228,801 
Add: Property improvements   7,619 
Less: Accumulated depreciation   (1,563)
Property and equipment, net  $234,858 

 

Depreciation expense was $1,563 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

Series Wentworth completed the acquisition of the Series Wentworth property for a purchase price of $226,200 on September 24, 2021, prior to the start of its offering. The manager originally purchased the Series Wentworth property through Series Wentworth, by advancing cash in the amount of $225,852. The manager later entered Series Wentworth into a loan with Certain Lending on behalf of Series Wentworth for a principal of $158,340, at a fixed annual interest rate of 3.875%, on October 26, 2021, for a term of 30 years with interest only payments in the first 7 years. After the initial 7-year interest only period, the interest rate becomes variable for the remainder of the loan. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $20. As December 31, 2021, mortgage payable, net of unamortized loan fees of $3,451 was $154,889.

 

NOTE 6: MEMBERS’ EQUITY

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

F-313

 

 

The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

Membership Interests

 

In August 2021, the Series closed on its public offering and issued 11,243 membership interests for net proceeds of $111,306.

 

In connection with the public offering, the Series incurred brokerage fees of 1% of gross proceeds, which is paid directly to the broker as a deduction from gross proceeds. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the offering of up to a maximum of 2% of the gross proceeds from the issuance of membership interests, which amounted to $2,251. The series also incurred a sourcing fee due to the Manager of $13,407.

 

Distributions

 

During the period ended December 31, 2021, the Series made distributions to the investors of the Series totaling $563, which were recorded as a reduction to members’ capital.

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due from Related Party

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Manager owed $5,092 to the Series, which is non-interest bearing with no stated repayment terms.

 

Management Fees

 

During the year ended December 31, 2021, total management fees charged by the Manager, including asset management fees and property management fees, were $630.

 

NOTE 8: INCOME TAXES  

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $79, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

F-314

 

 

Therefore, a valuation allowance of $79 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 22%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $357.

 

NOTE 9: SUBSEQUENT EVENTS

 

In January 2022, the Manager declared and paid a dividend distribution of $1,686, based on operating results for the fourth quarter of fiscal 2021.

 

F-315

 

 

 

 

 

 

 

ARRIVED HOMES SERIES COLLINSTON, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-316

 

 

ARRIVED HOMES SERIES COLLINSTON, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-318
CONSOLIDATED BALANCE SHEET F-319
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-320
CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT F-321
CONSOLIDATED STATEMENT OF CASH FLOWS F-322
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-323 to F-328

 

F-317

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Member of

Arrived Homes Series Collinston, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Collinston, a series of Arrived Homes, LLC (the "Series") as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in member’s deficit, and cash flows for the period August 2, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the "consolidated financial statements").  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period August 2, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management's plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-318

 

 

ARRIVED HOMES SERIES COLLINSTON, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $- 
Prepaid expenses   657 
Due from related party   - 
Total current assets   657 
Property and equipment, net   215,103 
Deposits held by property management company   - 
Total assets  $215,760 
LIABILITIES AND MEMBER'S DEFICIT     
Current liabilities:     
Accrued expenses  $1,117 
Due to related party   81,658 
Total current liabilities   82,775 
Tenant deposits   - 
Mortgage payable, net   134,741 
Total liabilities   217,516 
Member's deficit:     
Member's capital   - 
Accumulated deficit   (1,756)
Total member's deficit   (1,756)
Total liabilities and member's deficit  $215,760 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-319

 

 

ARRIVED HOMES SERIES COLLINSTON, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD AUGUST 2, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $- 
Total revenue   - 
Operating expenses     
Depreciation   484 
Insurance   60 
Management fees   - 
Repair and maintenance   250 
Property taxes   40 
Other operating expenses   476 
Total operating expenses   1,310 
Loss from operations   (1,310)
Interest expense   (446)
Net loss before income taxes   (1,756)
Provision for income taxes   - 
Net loss  $(1,756)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-320

 

 

ARRIVED HOMES SERIES COLLINSTON, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT

FOR THE PERIOD AUGUST 2, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

   Member's   Accumulated   Total
Member's
 
   Capital   Deficit   Deficit 
Balance at August 2, 2021 (inception)  $         -   $-   $- 
Issuance of membership interests, net of offering costs   -    -    - 
Deemed contribution from Manager   -    -    - 
Distributions   -    -    - 
Net loss   -    (1,756)   (1,756)
Balance at December 31, 2021  $-   $(1,756)  $(1,756)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-321

 

 

ARRIVED HOMES SERIES COLLINSTON, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD AUGUST 2, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(1,756)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   484 
Amortization   5 
Changes in operating assets and liabilities     
Prepaid expenses   (657)
Accrued expenses   1,117 
Due to related party   5,057 
Net cash provided by operating activities   4,250 
Cash flows from investing activities:     
Property improvements   (4,250)
Net change in cash   - 
Cash at beginning of period  $- 
Cash at end of year  $- 
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $446 
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $86,715 
Acquisition of property  $212,306 
Mortgage payable for acquisition of property  $136,500 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-322

 

 

ARRIVED HOMES SERIES COLLINSTON, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Collinston, a series of Arrived Homes, LLC, (“Series Collinston") was formed on August 2, 2021 under the laws of Delaware. On September 15, 2021, the Arrived NC Collinston, LLC completed the acquisition of the Collinston property. The acquisition of the Collinston property was funded through an initial mortgage in the amount of $136,500 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the "Manager"). The Collinston property is being held by Arrived NC Collinston, LLC, a North Carolina limited liability company and wholly owned subsidiary of the Series.

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements; however, the Series may adopt accounting standards based on the effective dates for public entities.

 

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived NC Collinston, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to members’ equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

F-323

 

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

F-324

 

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

F-325

 

 

The Series recognizes rental revenue on a monthly basis when earned.

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-326

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $159,806 
Land   52,500 
Total   212,306 
Add: Property improvements   4,250 
Less: Accumulated depreciation   (1,453)
Property and equipment, net  $215,103 

 

Depreciation expense was $484 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Collinston property, the Series entered into a mortgage with Certain Lending Bank for a principal of $136,500, including loan fees of $1,774. The mortgage bears interest at a rate of 3.875% per year for the initial 5-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series' property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $15. As December 31, 2021, mortgage payable, net of unamortized loan fees of $1,759 was $134,741.

 

NOTE 6: MEMBER’S DEFICIT

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

 The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-327

 

 

NOTE 7: RELATED PARTY TRANSACTIONS 

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $81,658 to the Manager, which is non-interest bearing with no stated repayment terms.

 

NOTE 8: INCOME TAXES

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $413, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $413 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 23.5%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $1,756.

 

The Series’ policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of comprehensive loss. At inception, the Series had no unrecognized tax benefits and no charge during 2021, and accordingly, the Series did not recognize any interest or penalties during 2021 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2021.

 

The Series is not presently subject to any income tax audit in any taxing jurisdiction, though its 2021 tax year remains open to examination.

 

NOTE 9: SUBSEQUENT EVENTS

 

In December 2021, the Manager offered for sale ("public offering") 10,307 membership interests of Series   Collinston, which closed in Q1 2022.

 

F-328

 

 

 

 

 

 

 

ARRIVED HOMES SERIES HOLLAND, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-329

 

 

ARRIVED HOMES SERIES HOLLAND, a series of Arrived Homes, LLC
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-331
CONSOLIDATED BALANCE SHEET F-332
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-333
CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT F-334
CONSOLIDATED STATEMENT OF CASH FLOWS F-335
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-336 to F-341

 

F-330

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Member of

Arrived Homes Series Holland, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Holland, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in member’s deficit, and cash flows for the period July 21, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period July 21, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management. Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-331

 

 

ARRIVED HOMES SERIES HOLLAND, a series of Arrived Homes, LLC
CONSOLIDATED BALANCE SHEET
December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $1,110 
Prepaid expenses   1,516 
Due from related party   - 
Total current assets   2,626 
Property and equipment, net   214,423 
Deposits held by property management company   - 
Total assets  $217,049 
      
LIABILITIES AND MEMBER’S DEFICIT     
Current liabilities:     
Accrued expenses  $1,054 
Due to related party   72,774 
Total current liabilities   73,828 
Tenant deposits   - 
Mortgage payable, net   145,163 
Total liabilities   218,991 
      
Member’s deficit:     
Member’s capital   - 
Accumulated deficit   (1,942)
Total member’s deficit   (1,942)
Total liabilities and member’s deficit  $217,049 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-332

 

 

ARRIVED HOMES SERIES HOLLAND, a series of Arrived Homes, LLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD JULY 21, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $- 
Total revenue   - 
      
Operating expenses     
Depreciation   485 
Insurance   77 
Management fees   - 
Repair and maintenance   205 
Property taxes   9 
Other operating expenses   686 
Total operating expenses   1,462 
      
Loss from operations   (1,462)
      
Interest expense   (480)
Net loss before income taxes   (1,942)
Provision for income taxes   - 
Net loss  $(1,942)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-333

 

 

ARRIVED HOMES SERIES HOLLAND, a series of Arrived Homes, LLC
CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT

FOR THE PERIOD JULY 21, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

            Total 
   Member’s   Accumulated    Member’s 
   Capital   Deficit   Deficit 
Balance at July 21, 2021 (inception)  $        -   $-   $- 
Issuance of membership interests, net of offering costs   -    -    - 
Distributions   -    -    - 
Net loss   -    (1,942)   (1,942)
Balance at December 31, 2021  $-   $(1,942)  $(1,942)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-334

 

 

ARRIVED HOMES SERIES HOLLAND, a series of Arrived Homes, LLC
CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD JULY 21, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(1,942)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   485 
Amortization   5 
Changes in operating assets and liabilities     
Prepaid expenses   (1,516)
Accrued expenses   1,054 
Due to related party   6,394 
Net cash provided by operating activities   4,480 
Cash flows from investing activities:     
Property improvements   (3,370)
Net change in cash   1,110 
Cash at beginning of period  $- 
Cash at end of year  $1,110 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $480 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $79,168 
Acquisition of property  $212,508 
Mortgage payable for acquisition of property  $147,000 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-335

 

 

ARRIVED HOMES SERIES HOLLAND, a series of Arrived Homes, LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Holland, a series of Arrived Homes, LLC, (“Series Holland”) was formed on July 21, 2021 under the laws of Delaware. On September 29, 2021, the Arrived NC Holland, LLC completed the acquisition of the Holland property. The acquisition of the Holland property was funded through an initial mortgage in the amount of $136,500 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Holland property is being held by Arrived NC Holland, LLC, a North Carolina limited liability company and wholly owned subsidiary of the Series.

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements; however, the Series may adopt accounting standards based on the effective dates for public entities.

 

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived NC Holland, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to members’ equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

F-336

 

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

F-337

 

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or

(c)cause additional interests to be issued in the Series in order to cover such additional amounts.

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

Identification of a contract with a customer;

 

Identification of the performance obligations in the contract;

 

Determination of the transaction price;

 

Allocation of the transaction price to the performance obligations in the contract; and

 

Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

The Series recognizes rental revenue on a monthly basis when earned.

 

F-338

 

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

F-339

 

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $160,008 
Land   52,500 
Total   212,508 
Add: Property improvements   3,370 
Less: Accumulated depreciation   (1,455)
Property and equipment, net  $214,423 

 

Depreciation expense was $485 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Holland property, the Series entered into a mortgage with Certain Lending Bank for a principal of $136,500, including loan fees of $1,853. The mortgage bears interest at a rate of 4.625% per year for the initial 5-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $15. As December 31, 2021, mortgage payable, net of unamortized loan fees of $1,837 was $134,663.

 

NOTE 6: MEMBER’S DEFICIT

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

F-340

 

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $79,168 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $72,774 to the Manager, which is non-interest bearing with no stated repayment terms.

 

NOTE 8: INCOME TAXES

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $456, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $456 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 23.5%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $1,942.

 

The Series’ policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of comprehensive loss. At inception, the Series had no unrecognized tax benefits and no charge during 2021, and accordingly, the Series did not recognize any interest or penalties during 2021 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2021.

 

The Series is not presently subject to any income tax audit in any taxing jurisdiction, though its 2021 tax year remains open to examination.

 

NOTE 9: SUBSEQUENT EVENTS

 

In December 2021, the Manager offered for sale (“public offering”) 10,316 membership interests of Series Holland, which closed in Q1 2022.

 

F-341

 

 

 

 

 

 

 

ARRIVED HOMES SERIES JUPITER, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-342

 

 

ARRIVED HOMES SERIES JUPITER, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536)   F-344
CONSOLIDATED BALANCE SHEET   F-345
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS   F-346
CONSOLIDATED STATEMENT OF CHANGES IN  MEMBER’S DEFICIT   F-347
CONSOLIDATED STATEMENT OF CASH FLOWS   F-348
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   F-349 to F-354

 

F-343

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Member of

Arrived Homes Series Jupiter, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Jupiter, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in member’s deficit, and cash flows for the period July 22, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period July 22, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-344

 

 

ARRIVED HOMES SERIES JUPITER, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $- 
Prepaid expenses   3,018 
Due from related party   - 
Total current assets   3,018 
Property and equipment, net   214,419 
Deposits held by property management company   - 
Total assets  $217,437 
LIABILITIES AND MEMBER’S DEFICIT     
Current liabilities:     
Accrued expenses  $1,718 
Due to related party   79,581 
Total current liabilities   81,299 
Tenant deposits   - 
Mortgage payable, net   137,967 
Total liabilities   219,266 
Member’s deficit:     
Member’s capital   - 
Accumulated deficit   (1,829)
Total member’s deficit   (1,829)
Total liabilities and member’s deficit  $217,437 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-345

 

 

ARRIVED HOMES SERIES JUPITER, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD JULY 22, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $- 
Total revenue   - 
Operating expenses     
Depreciation   484 
Insurance   77 
Management fees   - 
Repair and maintenance   250 
Property taxes   - 
Other operating expenses   474 
Total operating expenses   1,285 
Loss from operations   (1,285)
Interest expense   (544)
Net loss before income taxes   (1,829)
Provision for income taxes   - 
Net loss  $(1,829)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-346

 

 

ARRIVED HOMES SERIES JUPITER, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT

FOR THE PERIOD JULY 22, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

   Member’s
Capital
   Accumulated
Deficit
   Total
Member’s
Deficit
 
Balance at July 22, 2021 (inception)  $     -   $     -   $- 
Issuance of membership interests, net of offering costs   -    -    - 
Distributions   -    -    - 
Net loss   -    (1,829)   (1,829)
Balance at December 31, 2021  $-   $(1,829)  $(1,829)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-347

 

 

ARRIVED HOMES SERIES JUPITER, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD JULY 22, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(1,829)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   5 
Amortization   539 
Changes in operating assets and liabilities     
Prepaid expenses   (3,018)
Accrued expenses   1,718 
Due to related party   6,155 
Net cash provided by operating activities   3,570 
Cash flows from investing activities:     
Property improvements   (3,570)
Net change in cash   - 
Cash at beginning of period  $- 
Cash at end of year  $- 
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $544 
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $85,736 
Acquisition of property  $212,302 
Mortgage payable for acquisition of property  $139,750 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-348

 

 

ARRIVED HOMES SERIES JUPITER, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Jupiter, a series of Arrived Homes, LLC, (“Series Jupiter”) was formed on July 22, 2021 under the laws of Delaware. On September 10, 2021, the Arrived NC Jupiter, LLC completed the acquisition of the Jupiter property. The acquisition of the Jupiter property was funded through an initial mortgage in the amount of $139,750 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Jupiter property is being held by Arrived NC Jupiter, LLC, a North Carolina limited liability company and wholly owned subsidiary of the Series.

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements; however, the Series may adopt accounting standards based on the effective dates for public entities.

 

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived NC Jupiter, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to members’ equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

F-349

 

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

F-350

 

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

F-351

 

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

The Series recognizes rental revenue on a monthly basis when earned.

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

F-352

 

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $159,802 
Land   52,500 
Total   212,302 
Add: Property improvements   3,570 
Less: Accumulated depreciation   (1,453)
Property and equipment, net  $214,419 

 

Depreciation expense was $484 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Jupiter property, the Series entered into a mortgage with Certain Lending Bank for a principal of $139,750, including loan fees of $1,798. The mortgage bears interest at a rate of 4.625% per year for the initial 5-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $15. As December 31, 2021, mortgage payable, net of unamortized loan fees of $1,783 was $137,967.

 

NOTE 6: MEMBER’S DEFICIT

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

 The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-353

 

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $85,736 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $79,581 to the Manager, which is non-interest bearing with no stated repayment terms.

 

NOTE 8: INCOME TAXES

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $430, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $430 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 23.5 %. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $1,829.

 

The Series’ policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of comprehensive loss. At inception, the Series had no unrecognized tax benefits and no charge during 2021, and accordingly, the Series did not recognize any interest or penalties during 2021 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2021.

 

The Series is not presently subject to any income tax audit in any taxing jurisdiction, though its 2021 tax year remains open to examination.

 

NOTE 9: SUBSEQUENT EVENTS

 

In December 2021, the Manager offered for sale (“public offering”) 10,523 membership interests of Series Jupiter, which closed in Q1 2022.

 

F-354

 

 

 

 

 

 

 

ARRIVED HOMES SERIES WELDON, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-355

 

 

ARRIVED HOMES SERIES WELDON, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-357
CONSOLIDATED BALANCE SHEET F-358
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-359
CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT F-360
CONSOLIDATED STATEMENT OF CASH FLOWS F-361
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-362 to F-367

 

F-356

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Member of

Arrived Homes Series Weldon, a series of Arrived Homes, LLC Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Weldon, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in member’s deficit, and cash flows for the period July 21, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period July 21, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management. Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-357

 

 

ARRIVED HOMES SERIES WELDON, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $- 
Prepaid expenses   2,803 
Due from related party   - 
Total current assets   2,803 
Property and equipment, net   214,173 
Deposits held by property management company   - 
Total assets  $216,976 
      
LIABILITIES AND MEMBER’S DEFICIT     
Current liabilities:     
Accrued expenses  $1,390 
Due to related party   82,844 
Total current liabilities   84,234 
Tenant deposits   - 
Mortgage payable, net   134,741 
Total liabilities   218,975 
      
Member’s deficit:     
Member’s capital   - 
Accumulated deficit   (1,999)
Total member’s deficit   (1,999)
Total liabilities and member’s deficit  $216,976 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-358

 

  

ARRIVED HOMES SERIES WELDON, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD JULY 21, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $- 
Total revenue   - 
      
Operating expenses     
Depreciation   484 
Insurance   77 
Management fees   - 
Repair and maintenance   260 
Property taxes   133 
Other operating expenses   599 
Total operating expenses   1,553 
      
Loss from operations   (1,553)
      
Interest expense   (446)
Net loss before income taxes   (1,999)
Provision for income taxes   - 
Net loss  $(1,999)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-359

 

 

ARRIVED HOMES SERIES WELDON, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT

FOR THE PERIOD JULY 21, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

           Total 
   Member’s   Accumulated   Member’s 
   Capital   Deficit   Deficit 

Balance at July 21, 2021 (inception)

  $     -   $-   $- 
Issuance of membership interests, net of offering costs   -    -    - 
Distributions   -    -    - 
Net loss   -    (1,999)   (1,999)
Balance at December 31, 2021  $-   $(1,999)  $(1,999)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-360

 

  

ARRIVED HOMES SERIES WELDON, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD JULY 21, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(1,999)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   484 
Amortization   5 
Changes in operating assets and liabilities     
Prepaid expenses   (2,803)
Accrued expenses   1,390 
Due to related party   6,243 
Net cash provided by operating activities   3,320 
Cash flows from investing activities:     
Property improvements   (3,320)
Net change in cash   - 
Cash at beginning of period  $- 
Cash at end of year  $- 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $446 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $89,087 
Acquisition of property  $212,306 
Mortgage payable for acquisition of property  $136,500 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-361

 

 

ARRIVED HOMES SERIES WELDON, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Weldon, a series of Arrived Homes, LLC, (“Series Weldon”) was formed on July 21, 2021 under the laws of Delaware. On September 14, 2021, the Arrived NC Weldon, LLC completed the acquisition of the Weldon property. The acquisition of the Weldon property was funded through an initial mortgage in the amount of $136,500 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Weldon property is being held by Arrived NC Weldon, LLC, a North Carolina limited liability company and wholly owned subsidiary of the Series.

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements; however, the Series may adopt accounting standards based on the effective dates for public entities.

 

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived NC Weldon, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to members’ equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

F-362

 

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

F-363

 

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts.

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;
     
  Identification of the performance obligations in the contract;
     
  Determination of the transaction price;
     
  Allocation of the transaction price to the performance obligations in the contract; and
     
  Recognition of revenue when or as the performance obligations are satisfied.

 

F-364

 

  

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

The Series recognizes rental revenue on a monthly basis when earned.

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-365

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

  

December 31,

2021

 
Building  $159,806 
Land   52,500 
Total   212,306 
Add: Property improvements   3,320 
Less: Accumulated depreciation   (1,453)
Property and equipment, net  $214,173 

 

Depreciation expense was $484 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Weldon property, the Series entered into a mortgage with Certain Lending Bank for a principal of $136,500, including loan fees of $1,774. The mortgage bears interest at a rate of 3.875% per year for the initial 5-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $15. As December 31, 2021, mortgage payable, net of unamortized loan fees of $1,759 was $134,741.

 

NOTE 6: MEMBER’S DEFICIT

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-366

 

  

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $89,087 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $82,844 to the Manager, which is non-interest bearing with no stated repayment terms.

 

NOTE 8: INCOME TAXES

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $470, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $470 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 23.5%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $1,999.

 

The Series’ policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of comprehensive loss. At inception, the Series had no unrecognized tax benefits and no charge during 2021, and accordingly, the Series did not recognize any interest or penalties during 2021 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2021.

 

The Series is not presently subject to any income tax audit in any taxing jurisdiction, though its 2021 tax year remains open to examination.

 

NOTE 9: SUBSEQUENT EVENTS

 

In December 2021, the Manager offered for sale (“public offering”) 10,307 membership interests of Series Weldon, which closed in Q1 2022.

 

F-367

 

 

 

 

 

 

 

ARRIVED HOMES SERIES DAVIDSON, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-368

 

 

ARRIVED HOMES SERIES DAVIDSON, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-370
CONSOLIDATED BALANCE SHEET F-371
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-372
CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT F-373
CONSOLIDATED STATEMENT OF CASH FLOWS F-374
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-375 to F-380

 

F-369

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Member of

Arrived Homes Series Davidson, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Davidson, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in member’s deficit, and cash flows for the period July 23, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period July 23, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-370

 

 

ARRIVED HOMES SERIES DAVIDSON, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $- 
Prepaid expenses   1,321 
Due from related party   - 
Total current assets   1,321 
Property and equipment, net   214,858 
Deposits held by property management company   - 
Total assets  $216,179 
      
LIABILITIES AND MEMBER’S DEFICIT     
Current liabilities:     
Accrued expenses  $801 
Due to related party   70,380 
Total current liabilities   71,181 
Tenant deposits   - 
Mortgage payable, net   145,158 
Total liabilities   216,339 
      
Member’s deficit:     
Member’s capital   - 
Accumulated deficit   (160)
Total member’s deficit   (160)
Total liabilities and member’s deficit  $216,179 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-371

 

 

ARRIVED HOMES SERIES DAVIDSON, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD JULY 23, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $- 
Total revenue   - 
      
Operating expenses     
Depreciation   - 
Insurance   - 
Management fees   - 
Repair and maintenance   160 
Property taxes   - 
Other operating expenses   - 
Total operating expenses   160 
      
Loss from operations   (160)
Interest expense   - 
Net loss before income taxes   (160)
Provision for income taxes   - 
Net loss  $(160)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-372

 

 

ARRIVED HOMES SERIES DAVIDSON, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT

FOR THE PERIOD JULY 23, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

           Total 
   Member’s   Accumulated   Member’s 
   Capital   Deficit   Deficit 
Balance at July 23, 2021 (inception)  $          -   $              -   $         - 
Issuance of membership interests, net of offering costs   -    -    - 
Distributions   -    -    - 
Net loss   -    (160)   (160)
Balance at December 31, 2021  $-   $(160)  $(160)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-373

 

 

ARRIVED HOMES SERIES DAVIDSON, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD JULY 23, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(160)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   - 
Amortization   - 
Changes in operating assets and liabilities     
Prepaid expenses   (1,321)
Accrued expenses   801 
Due to related party   4,000 
Net cash provided by operating activities   3,320 
Cash flows from investing activities:     
Property improvements   (3,320)
Net change in cash   - 
Cash at beginning of period  $- 
Cash at end of year  $- 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $- 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $74,380 
Acquisition of property  $212,508 
Mortgage payable for acquisition of property  $147,000 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-374

 

 

ARRIVED HOMES SERIES DAVIDSON, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Davidson, a series of Arrived Homes, LLC, (“Series Davidson”) was formed on July 23, 2021 under the laws of Delaware. On September 27, 2021, the Arrived NC Davidson, LLC completed the acquisition of the Davidson property. The acquisition of the Davidson property was funded through an initial mortgage in the amount of $147,000 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Davidson property is being held by Arrived NC Davidson, LLC, a North Carolina limited liability company and wholly owned subsidiary of the Series.

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements; however, the Series may adopt accounting standards based on the effective dates for public entities.

 

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived NC Davidson, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to members’ equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

F-375

 

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

F-376

 

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

The Series recognizes rental revenue on a monthly basis when earned.

 

F-377

 

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-378

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $ 160,008 
Land   52,500 
Total   212,508 
Add: Property improvements   3,320 
Less: Accumulated depreciation   (970)
Property and equipment, net  $214,858 

 

Depreciation expense was $0 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Davidson property, the Series entered into a mortgage with Certain Lending Bank for a principal of $147,000, including loan fees of $1,853. The mortgage bears interest at a rate of 3.875% per year for the initial 7-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $15. As December 31, 2021, mortgage payable, net of unamortized loan fees of $1,759 was $134,741.

 

NOTE 6: MEMBER’S DEFICIT

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-379

 

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $74,380 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $70,380 to the Manager, which is non-interest bearing with no stated repayment terms.

 

NOTE 8: INCOME TAXES

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $38, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $38 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 23.5%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $160.

 

The Series’ policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of comprehensive loss. At inception, the Series had no unrecognized tax benefits and no charge during 2021, and accordingly, the Series did not recognize any interest or penalties during 2021 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2021.

 

The Series is not presently subject to any income tax audit in any taxing jurisdiction, though its 2021 tax year remains open to examination.

 

NOTE 9: SUBSEQUENT EVENTS

 

In January 2022, the Manager will offer for sale (“public offering”) 9,244 membership interests of Series Davidson, which closed in Q1 2022.

 

F-380

 

 

 

 

 

 

 

ARRIVED HOMES SERIES SATURN, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-381

 

 

ARRIVED HOMES SERIES SATURN, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-383
CONSOLIDATED BALANCE SHEET F-384
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-385
CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT F-386
CONSOLIDATED STATEMENT OF CASH FLOWS F-387
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-388 to F-393

 

F-382

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Member of

Arrived Homes Series Saturn, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Saturn, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in member’s deficit, and cash flows for the period August 3, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period August 3, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-383

 

 

ARRIVED HOMES SERIES SATURN, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $77 
Prepaid expenses   2,176 
Due from related party   - 
Total current assets   2,253 
Property and equipment, net   221,804 
Deposits held by property management company   - 
Total assets  $224,057 
      
LIABILITIES AND MEMBER’S DEFICIT     
Current liabilities:     
Accrued expenses  $1,517 
Due to related party   86,529 
Total current liabilities   88,046 
Tenant deposits   - 
Mortgage payable, net   137,972 
Total liabilities   226,018 
      
Member’s deficit:     
Member’s capital   4,071 
Accumulated deficit   (6,032)
Total member’s deficit   (1,961)
Total liabilities and member’s deficit  $224,057 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-384

 

 

ARRIVED HOMES SERIES SATURN, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD AUGUST 3, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $- 
Total revenue   - 
      
Operating expenses     
Depreciation   1,988 
Insurance   306 
Management fees   - 
Repair and maintenance   537 
Property taxes   333 
Other operating expenses   675 
Total operating expenses   3,839 
      
Loss from operations   (3,839)
Interest expense   (2,193)
Net loss before income taxes   (6,032)
Provision for income taxes   - 
Net loss  $(6,032)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-385

 

 

ARRIVED HOMES SERIES SATURN, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT

FOR THE PERIOD AUGUST 3, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

           Total 
   Member’s   Accumulated   Member’s 
   Capital   Deficit   Deficit 
             
Balance at August 3, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   -    -    - 
Deemed contribution from Manager   4,071    -    4,071 
Distributions   -    -    - 
Net loss   -    (6,032)   (6,032)
Balance at December 31, 2021  $4,071   $(6,032)  $(1,961)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-386

 

 

ARRIVED HOMES SERIES SATURN, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD AUGUST 3, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(6,032)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   1,988 
Amortization   20 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (2,176)
Accrued expenses   1,517 
Due to related party   11,240 
Net cash provided by operating activities   6,557 
Cash flows from investing activities:     
Property improvements   (6,480)
Net cash used in investing activities   (6,480)
Net change in cash   77 
Cash at beginning of period  $- 
Cash at end of year  $77 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $2,193 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $97,769 
Acquisition of property  $217,312 
Mortgage payable for acquisition of property  $139,750 
Deemed contribution from Manager  $4,071 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-387

 

 

ARRIVED HOMES SERIES SATURN, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Saturn, a series of Arrived Homes, LLC, (“Series Saturn”) was formed on August 3, 2021 under the laws of Delaware. On August 30, 2021, the Arrived NC Saturn, LLC completed the acquisition of the Saturn property. The acquisition of the Saturn property was funded through an initial mortgage in the amount of $139,750 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Saturn property is being held by Arrived NC Saturn, LLC, an North Carolina limited liability company and wholly owned subsidiary of the Series.

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements; however, the Series may adopt accounting standards based on the effective dates for public entities.

 

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived NC Saturn, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to members’ equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

F-388

 

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

F-389

 

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

The Series recognizes rental revenue on a monthly basis when earned.

 

F-390

 

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation, are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-391

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $163,562 
Land   53,750 
Total   217,312 
Add: Property improvements   6,480 
Less: Accumulated depreciation   (1,988)
Property and equipment, net  $221,804 

 

Depreciation expense was $1,988 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Saturn property, the Series entered into a mortgage with Certain Lending Bank for a principal of $139,750, including loan fees of $1,798. The mortgage bears interest at a rate of 4.625% per year for the initial 5-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $20. As December 31, 2021, mortgage payable, net of unamortized loan fees of $1,778 was $137,972.

 

NOTE 6: MEMBER’S DEFICIT

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

 The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-392

 

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $97,769 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $86,529 to the Manager, which is non-interest bearing with no stated repayment terms. During the period ended December 31, 2021, the Series received a deemed contribution from the Manager of $4,071 in exchange for forgiveness of amounts previously due.

 

NOTE 8: INCOME TAXES

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $1,418, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $1,418 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 23.5%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $6,032.

 

The Series’ policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of comprehensive loss. At inception, the Series had no unrecognized tax benefits and no charge during 2021, and accordingly, the Series did not recognize any interest or penalties during 2021 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2021.

 

The Series is not presently subject to any income tax audit in any taxing jurisdiction, though its 2021 tax year remains open to examination.

 

NOTE 9: SUBSEQUENT EVENTS

 

In December 2021, the Manager offered for sale (“public offering”) 10,504 membership interests of Series Saturn, which closed in Q1 2022.

 

F-393

 

 

 

 

 

 

 

ARRIVED HOMES SERIES BANDELIER, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-394

 

 

ARRIVED HOMES SERIES BANDELIER, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-396
CONSOLIDATED BALANCE SHEET F-397
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-398
CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S EQUITY F-399
CONSOLIDATED STATEMENT OF CASH FLOWS F-400
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-401 to F-406

 

F-395

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Member of

Arrived Homes Series Bandelier, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Bandelier, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in member’s equity, and cash flows for the period September 20, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period September 20, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-396

 

 

ARRIVED HOMES SERIES BANDELIER LLC, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $- 
Prepaid expenses   2,702 
Total current assets   2,702 
Property and equipment, net   350,433 
Deposits held by property management company   - 
Total assets  $353,135 
      
LIABILITIES AND MEMBER’S EQUITY     
Current liabilities:     
Accrued expenses  $3,639 
Due to related party   107,139 
Total current liabilities   110,778 
Tenant deposits   - 
Mortgage payable, net   242,357 
Total liabilities   353,135 
      
Member’s equity:     
Member’s capital   4,516 
Accumulated deficit   (4,516)
Total member’s equity   - 
Total liabilities and member’s equity  $353,135 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-397

 

 

ARRIVED HOMES SERIES BANDELIER LLC, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD OF SEPTEMBER 20, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

    

Rental income  $- 
Total revenue   - 
      
Operating expenses     
Depreciation   1,390 
Insurance   244 
Management fees   - 
Repair and maintenance   - 
Property taxes   546 
Other operating expenses   608 
Total operating expenses   2,788 
      
Loss from operations   (2,788)
      
Interest expense   (1,728)
Net loss before income taxes   (4,516)
Provision for income taxes   - 
Net loss  $(4,516)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-398

 

 

ARRIVED HOMES SERIES BANDELIER LLC, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S EQUITY

FOR THE PERIOD OF SEPTEMBER 20, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

   Member’s
Capital
   Accumulated
Deficit
   Total
Member’s
Equity
 
             
Balance at September 20, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   -    -    - 
Deemed contribution from Manager   4,516    -    4,516 
Net loss   -    (4,516)   (4,516)
Balance at December 31, 2021  $4,516   $(4,516)  $- 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-399

 

 

ARRIVED HOMES SERIES BANDELIER LLC, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD OF SEPTEMBER 20, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(4,516)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   1,390 
Amortization   14 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (2,702)
Accrued expenses   3,639 
Due to related party   2,175 
Net cash provided by operating activities   - 
Net change in cash   - 
Cash at beginning of period  $- 
Cash at end of year  $- 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $1,728 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $109,314 
Acquisition of property  $351,823 
Mortgage payable for acquisition of property  $244,930 
Deemed contribution from Manager  $4,516 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-400

 

 

ARRIVED HOMES SERIES BANDELIER LLC, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Bandelier, a series of Arrived Homes, LLC, (“Series Bandelier”) was formed on September 20,2021 under the laws of Delaware. On October 27,2021, the Arrived AZ Bandelier, LLC completed the acquisition of the Bandelier property. The acquisition of the Bandelier property was funded through an initial mortgage in the amount of $244,930 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Bandelier property is being held by Arrived AZ Bandelier, LLC, an Arizona limited liability company and wholly owned subsidiary of the Series.

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements; however, the Series may adopt accounting standards based on the effective dates for public entities.

 

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived AZ Bandelier, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to members’ equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

F-401

 

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the balance sheets approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

F-402

 

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building . All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the statement of comprehensive income.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted ASU 2014-09, Revenue from Contracts with Customers, and its related amendments (collectively known as “ASC 606”), effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

F-403

 

 

The Series recognizes rental revenue on a monthly basis when earned.

 

Comprehensive Income

 

The Series follows FASB ASC 220 in reporting comprehensive income. Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. Since the Series has no items of other comprehensive income, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, Organizational Costs, including accounting fees, legal fees, and costs of incorporation, are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Company uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Company assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements. .

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-404

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31,
2021
 
Building  $229,358 
Land   122,465 
Total   351,823 
Less: Accumulated depreciation   (1,390)
Property and equipment, net  $350,433 

 

Depreciation expense was $1,390 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In October 2021, the Series entered into a mortgage with Certain Lending Bank and received net proceeds of $242,357, including the mortgage principal of $244,930 less loan fees of $2,587. The Certain Lending mortgage bears interest at a rate of 3.875% per year for the initial 7 - year interest only period and then bears a variable interest rate to be determined rate for the remaining years, for the total loan term of 30 years. The principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $14. As December 31, 2021, mortgage payable, net of unamortized loan fees of $2,573 was $242,357.

 

NOTE 6: MEMBER’S EQUITY

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-405

 

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

  

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $109,314 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $107,139 to the Manager, which is non-interest bearing with no stated repayment terms. During the period ended December 31, 2021, the Series received a deemed contribution from the Manager of $4,516 in exchange for forgiveness of amounts previously due.

 

NOTE 8: INCOME TAXES

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series  had net deferred tax assets before valuation allowance of $1,170, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $1,170 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 25.9 %. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $4,516.

 

The Series’ policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of comprehensive loss. At inception, the Series had no unrecognized tax benefits and no charge during 2021, and accordingly, the Series did not recognize any interest or penalties during 2021 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2021.

 

The Series is not presently subject to any income tax audit in any taxing jurisdiction, though its 2021 tax year remains open to examination.

 

NOTE 9: SUBSEQUENT EVENTS

 

In December 2021, the Manager offered for sale (“public offering”) 10,504 membership interests of Series Bandelier, which closed in Q1 of 2022.

 

F-406

 

 

 

 

 

 

 

ARRIVED HOMES SERIES ELEVATION, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-407

 

 

ARRIVED HOMES SERIES ELEVATION, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-409
CONSOLIDATED BALANCE SHEET F-410
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-411
CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT F-412
CONSOLIDATED STATEMENT OF CASH FLOWS F-413
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-414 to F-419

 

F-408

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Member of

Arrived Homes Series Elevation, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Elevation, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in member’s deficit, and cash flows for the period July 7, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period July 7, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-409

 

 

ARRIVED HOMES SERIES ELEVATION, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $776 
Accounts receivable   520 
Prepaid expenses   5,779 
Total current assets   7,075 
Property and equipment, net   263,908 
Deposits held by property management company   4,624 
Total assets  $275,607 
      
LIABILITIES AND MEMBER’S DEFICIT     
Current liabilities:     
Accrued expenses  $4,529 
Due to related party   98,470 
Total current liabilities   102,999 
Tenant deposits   3,990 
Mortgage payable, net   170,242 
Total liabilities   277,231 
      
Member’s deficit:     
Member’s capital   4,496 
Accumulated deficit   (6,120)
Total member’s deficit   (1,624)
Total liabilities and member’s deficit  $275,607 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-410

 

 

ARRIVED HOMES SERIES ELEVATION, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD JULY 7, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $6,717 
Total revenue   6,717 
      
Operating expenses     
Depreciation   3,047 
Insurance   358 
Management fees   456 
Repair and maintenance   1,327 
Property taxes   1,743 
Other operating expenses   2,553 
Total operating expenses   9,484 
      
Loss from operations   (2,767)
Interest expense   (3,353)
Net loss before income taxes   (6,120)
Provision for income taxes   - 
Net loss  $(6,120)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-411

 

 

ARRIVED HOMES SERIES ELEVATION, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT

FOR THE PERIOD JULY 7, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

           Total 
   Member’s   Accumulated   Member’s 
   Capital   Deficit   Deficit 
Balance at July 7, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   -    -    - 
Deemed contribution from Manager   4,496    -    4,496 
Distributions   -    -    - 
Net loss   -    (6,120)   (6,120)
Balance at December 31, 2021  $4,496   $(6,120)  $(1,624)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-412

 

 

ARRIVED HOMES SERIES ELEVATION, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD JULY 7, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(6,120)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   3,047 
Amortization   34 
Changes in operating assets and liabilities     
Accounts receivable   (520)
Prepaid expenses   (5,779)
Accrued expenses   4,529 
Due to related party   5,585 
Net cash provided by operating activities   776 
Net change in cash   776 
Cash at beginning of period  $- 
Cash at end of year  $776 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $3,353 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $104,055 
Acquisition of property  $266,955 
Mortgage payable for acquisition of property  $172,250 
Deemed contribution from Manager  $4,496 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-413

 

 

ARRIVED HOMES SERIES ELEVATION, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Elevation, a series of Arrived Homes, LLC, (“Series Elevation”) was formed on July 7, 2021 under the laws of Delaware. On July 21, 2021, the Arrived SC Elevation, LLC completed the acquisition of the Elevation property. The acquisition of the Elevation property was funded through an initial mortgage in the amount of $172,250 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Elevation property is being held by Arrived SC Elevation, LLC, a South Carolina limited liability company and wholly owned subsidiary of the Series.

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements; however, the Series may adopt accounting standards based on the effective dates for public entities.

  

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived SC Elevation, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to members’ equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

F-414

 

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

F-415

 

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

The Series recognizes rental revenue on a monthly basis when earned.

 

F-416

 

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-417

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following: 

 

   December 31, 
   2021 
Building  $201,118 
Land   65,837 
Total   266,955 
Less: Accumulated depreciation   (3,047)
Property and equipment, net  $263,908 

 

Depreciation expense was $3,047 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Elevation property, the Series entered into a mortgage with Certain Lending Bank for a principal of $172,250, including loan fees of $2,042. The mortgage bears interest at a rate of 4.625% per year for the initial 5-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $34. As December 31, 2021, mortgage payable, net of unamortized loan fees of $2,008 was $170,242.

 

NOTE 6: MEMBER’S DEFICIT

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-418

 

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $104,055 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $98,470 to the Manager, which is non-interest bearing with no stated repayment terms. During the period ended December 31, 2021, the Series received a deemed contribution from the Manager of $4,496 in exchange for forgiveness of amounts previously due.

 

NOTE 8: INCOME TAXES  

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series  had net deferred tax assets before valuation allowance of $1,591, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $1,591 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 26%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $6,210.

 

The Series’ policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of comprehensive loss. At inception, the Series had no unrecognized tax benefits and no charge during 2021, and accordingly, the Series did not recognize any interest or penalties during 2021 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2021.

 

The Series is not presently subject to any income tax audit in any taxing jurisdiction, though its 2021 tax year remains open to examination.

 

NOTE 9: SUBSEQUENT EVENTS

 

In December 2021, the Manager offered for sale (“public offering”) 12,571 membership interests of Series Elevation, which closed  in Q1 2022.

 

F-419

 

 

 

 

 

 

 

ARRIVED HOMES SERIES ENSENADA, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-420

 

 

ARRIVED HOMES SERIES ENSENADA, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-422
CONSOLIDATED BALANCE SHEET F-423
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-424
CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S EQUITY F-425
CONSOLIDATED STATEMENT OF CASH FLOWS F-426
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-427 to F-432

 

F-421

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Member of

Arrived Homes Series Ensenada, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Ensenada, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in member’s equity, and cash flows for the period September 28, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period September 28, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-422

 

 

ARRIVED HOMES SERIES ENSENADA, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $- 
Prepaid expenses   6,722 
Total current assets   6,722 
Property and equipment, net   559,992 
Deposits held by property management company   - 
Total assets  $566,714 
      
LIABILITIES AND MEMBER’S EQUITY     
Current liabilities:     
Accrued expenses  $3,500 
Due to related party   174,883 
Total current liabilities   178,383 
Tenant deposits   - 
Mortgage payable, net   388,331 
Total liabilities   566,714 
      
Member’s equity:     
Member’s capital   7,063 
Accumulated deficit   (7,063)
Total member’s equity   - 
Total liabilities and member’s equity  $566,714 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-423

 

 

ARRIVED HOMES SERIES ENSENADA, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD SEPTEMBER 28, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $- 
Total revenue   - 
      
Operating expenses     
Depreciation   2,222 
Insurance   372 
Management fees   - 
Repair and maintenance   - 
Property taxes   529 
Other operating expenses   671 
Total operating expenses   3,794 
      
Loss from operations   (3,794)
      
Interest expense   (3,269)
Net loss before income taxes   (7,063)
Provision for income taxes   - 
Net loss  $(7,063)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-424

 

 

ARRIVED HOMES SERIES ENSENADA, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S EQUITY

FOR THE PERIOD SEPTEMBER 28, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

           Total 
   Member’s   Accumulated   Member’s 
   Capital   Deficit   Equity 
Balance at September 28, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   -    -    - 
Deemed contribution from Manager   7,063    -    7,063 
Distributions   -    -    - 
Net loss   -    (7,063)   (7,063)
Balance at December 31, 2021  $7,063   $(7,063)  $- 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-425

 

 

ARRIVED HOMES SERIES ENSENADA, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD SEPTEMBER 28, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(7,063)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   2,222 
Amortization   21 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (6,722)
Accrued expenses   3,500 
Due to related party   8,042 
Net cash provided by operating activities   - 
Net change in cash   - 
Cash at beginning of period  $- 
Cash at end of year  $- 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $3,269 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $182,925 
Acquisition of property  $562,214 
Mortgage payable for acquisition of property  $392,000 
Deemed contribution from Manager  $7,063 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-426

 

 

ARRIVED HOMES SERIES ENSENADA, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Ensenada, a series of Arrived Homes, LLC, (“Series Ensenada”) was formed on September 28, 2021 under the laws of Delaware. On October 15, 2021, the Arrived CO Ensenada, LLC completed the acquisition of the Ensenada property. The acquisition of the Ensenada property was funded through an initial mortgage in the amount of $392,000 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Ensenada property is being held by Arrived CO Ensenada, LLC, a Colorado limited liability company and wholly owned subsidiary of the Series.

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements; however, the Series may adopt accounting standards based on the effective dates for public entities.

  

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived CO Ensenada, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to members’ equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

F-427

 

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

F-428

 

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

F-429

 

 

The Series recognizes rental revenue on a monthly basis when earned.

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-430

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $366,214 
Land   196,000 
Total   562,214 
Less: Accumulated depreciation   (2,222)
Property and equipment, net  $559,992 

 

Depreciation expense was $2,222 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Ensenada property, the Series entered into a mortgage with Certain Lending Bank for a principal of $392,000, including loan fees of $3,690. The mortgage bears interest at a rate of 3.875% per year for the initial 7-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $21. As December 31, 2021, mortgage payable, net of unamortized loan fees of $3,670 was $388,331.

 

NOTE 6: MEMBER’S EQUITY

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-431

 

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $182,925 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $174,883 to the Manager, which is non-interest bearing with no stated repayment terms. During the period ended December 31, 2021, the Series received a deemed contribution from the Manager of $7,063 in exchange for forgiveness of amounts previously due.

 

NOTE 8: INCOME TAXES  

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series  had net deferred tax assets before valuation allowance of $1,805, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $1,805 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 25.55%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $7,063.

 

The Series’ policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of comprehensive loss. At inception, the Series had no unrecognized tax benefits and no charge during 2021, and accordingly, the Series did not recognize any interest or penalties during 2021 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2021.

 

The Series is not presently subject to any income tax audit in any taxing jurisdiction, though its 2021 tax year remains open to examination.

 

NOTE 9: SUBSEQUENT EVENTS

 

In January 2022, the Manager offered for sale (“public offering”) 23,169 membership interests of Series Ensenada, which closed in Q1 2022.

 

F-432

 

 

 

 

 

 

 

ARRIVED HOMES SERIES FOREST, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-433

 

 

ARRIVED HOMES SERIES FOREST, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-435
CONSOLIDATED BALANCE SHEET F-436
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-437
CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT F-438
CONSOLIDATED STATEMENT OF CASH FLOWS F-439
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-440 to F-445

 

F-434

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Member of

Arrived Homes Series Forest, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Forest, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in member’s deficit, and cash flows for the period June 30, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period June 30, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-435

 

 

ARRIVED HOMES SERIES FOREST, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $- 
Prepaid expenses   3,389 
Total current assets   3,389 
Property and equipment, net   347,941 
Deposits held by property management company   3,119 
Total assets  $354,449 
      
LIABILITIES AND MEMBER’S DEFICIT     
Current liabilities:     
Accrued expenses  $3,261 
Due to related party   132,410 
Total current liabilities   135,671 
Tenant deposits   3,119 
Mortgage payable, net   225,085 
Total liabilities   363,875 
      
Member’s deficit:     
Member’s capital   7,441 
Accumulated deficit   (16,867)
Total member’s deficit   (9,426)
Total liabilities and member’s deficit  $354,449 

 

The accompanying notes are an integral part of these consolidated financial statements.

  

F-436

 

 

ARRIVED HOMES SERIES FOREST, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD JUNE 30, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 
     
Rental income  $4,824 
Total revenue   4,824 
      
Operating expenses     
Depreciation   4,823 
Insurance   382 
Management fees   338 
Repair and maintenance   7,911 
Property taxes   566 
Other operating expenses   3,246 
Total operating expenses   17,266 
      
Loss from operations   (12,442)
      
Interest expense   (4,425)
Net loss before income taxes   (16,867)
Provision for income taxes   - 
Net loss  $(16,867)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-437

 

 

ARRIVED HOMES SERIES FOREST, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT

FOR THE PERIOD JUNE 30, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

   Member’s Capital   Accumulated Deficit   Total Member’s Deficit 
             
Balance at June 30, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   -    -    - 
Deemed contribution from Manager   7,441    -    7,441 
Distributions   -    -    - 
Net loss   -    (16,867)   (16,867)
Balance at December 31, 2021  $7,441   $(16,867)  $(9,426)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-438

 

 

ARRIVED HOMES SERIES FOREST, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD JUNE 30, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(16,867)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   4,823 
Amortization   41 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (3,389)
Accrued expenses   3,261 
Due to related party   12,131 
Net cash provided by operating activities   - 
Net change in cash   - 
Cash at beginning of period  $- 
Cash at end of year  $- 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $4,425 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $144,541 
Acquisition of property  $352,764 
Mortgage payable for acquisition of property  $227,500 
Deemed contribution from Manager  $7,441 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-439

 

 

ARRIVED HOMES SERIES FOREST, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Forest, a series of Arrived Homes, LLC, (“Series Forest”) was formed on June 30, 2021 under the laws of Delaware. On July 26, 2021, the Arrived SC Forest, LLC completed the acquisition of the Forest property. The acquisition of the Forest property was funded through an initial mortgage in the amount of $227,500 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Forest property is being held by Arrived SC Forest, LLC, a South Carolina limited liability company and wholly owned subsidiary of the Series.

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements; however, the Series may adopt accounting standards based on the effective dates for public entities.

  

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived SC Forest, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to members’ equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

F-440

 

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 -Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 -Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 -Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

F-441

 

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

The Series recognizes rental revenue on a monthly basis when earned.

 

F-442

 

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

F-443

 

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $265,264 
Land   87,500 
Total   352,764 
Less: Accumulated depreciation   (4,823)
Property and equipment, net  $347,941 

 

Depreciation expense was $4,823 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Forest property, the Series entered into a mortgage with Certain Lending Bank for a principal of $227,500, including loan fees of $2,456. The mortgage bears interest at a rate of 4.625% per year for the initial 5-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $41. As December 31, 2021, mortgage payable, net of unamortized loan fees of $2,415 was $225,085.

 

NOTE 6: MEMBER’S DEFICIT

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

 The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-444

 

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $144,541 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $132,410 to the Manager, which is non-interest bearing with no stated repayment terms. During the period ended December 31, 2021, the Series received a deemed contribution from the Manager of $7,441 in exchange for forgiveness of amounts previously due.

 

NOTE 8: INCOME TAXES  

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series  had net deferred tax assets before valuation allowance of $4,385, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $4,385 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 26%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $16,867.

 

The Series’ policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of comprehensive loss. At inception, the Series had no unrecognized tax benefits and no charge during 2021, and accordingly, the Series did not recognize any interest or penalties during 2021 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2021.

 

The Series is not presently subject to any income tax audit in any taxing jurisdiction, though its 2021 tax year remains open to examination.

 

NOTE 9: SUBSEQUENT EVENTS

 

In December 2021, the Manager offered for sale (“public offering”) 16,320 membership interests of Series Forest, which closed in Q1 2022.

 

F-445

 

 

 

 

 

 

 

ARRIVED HOMES SERIES GRANT, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-446

 

 

ARRIVED HOMES SERIES GRANT, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-448
CONSOLIDATED BALANCE SHEET F-449
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-450
CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S EQUITY F-451
CONSOLIDATED STATEMENT OF CASH FLOWS F-452
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-453 to F-458

 

F-447

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Member of

Arrived Homes Series Grant, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Grant, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in member’s equity, and cash flows for the period October 1, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period October 1, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-448

 

 

ARRIVED HOMES SERIES GRANT, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $- 
Prepaid expenses   2,201 
Total current assets   2,201 
Property and equipment, net   372,834 
Deposits held by property management company   - 
Total assets  $375,035 
      
LIABILITIES AND MEMBER’S EQUITY     
Current liabilities:     
Accrued expenses  $453 
Due to related party   118,260 
Total current liabilities   118,713 
Tenant deposits   - 
Mortgage payable, net   256,322 
Total liabilities   375,035 
      
Member’s equity:     
Member’s capital   5,067 
Accumulated deficit   (5,067)
Total member’s equity   - 
Total liabilities and member’s equity  $375,035 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-449

 

 

ARRIVED HOMES SERIES GRANT, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD OCTOBER 1, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $- 
Total revenue   - 
      
Operating expenses     
Depreciation   1,484 
Insurance   248 
Management fees   - 
Repair and maintenance   - 
Property taxes   595 
Other operating expenses   969 
Total operating expenses   3,296 
      
Loss from operations   (3,296)
      
Interest expense   (1,771)
Net loss before income taxes   (5,067)
Provision for income taxes   - 
Net loss  $(5,067)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-450

 

 

ARRIVED HOMES SERIES GRANT, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S EQUITY

FOR THE PERIOD OCTOBER 1, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

           Total 
   Member’s   Accumulated   Member’s 
   Capital   Deficit   Equity 
             
Balance at October 1, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   -    -    - 
Deemed contribution from Manager   5,067    -    5,067 
Distributions   -    -    - 
Net loss   -    (5,067)   (5,067)
Balance at December 31, 2021  $5,067   $(5,067)  $- 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-451

 

 

ARRIVED HOMES SERIES GRANT, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD OCTOBER 1, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(5,067)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   1,484 
Amortization   15 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (2,201)
Accrued expenses   453 
Due to related party   5,316 
Net cash provided by operating activities   - 
Net change in cash   - 
Cash at beginning of period  $- 
Cash at end of year  $- 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $1,771 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $123,576 
Acquisition of property  $374,318 
Mortgage payable for acquisition of property  $259,000 
Deemed contribution from Manager  $5,067 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-452

 

 

ARRIVED HOMES SERIES GRANT, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Grant, a series of Arrived Homes, LLC, (“Series Grant”) was formed on October 1, 2021 under the laws of Delaware. On October 29, 2021, the Arrived GA Grant, LLC completed the acquisition of the Grant property. The acquisition of the Grant property was funded through an initial mortgage in the amount of $259,000 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Grant property is being held by Arrived GA Grant, LLC, a Georgia limited liability company and wholly owned subsidiary of the Series.

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements; however, the Series may adopt accounting standards based on the effective dates for public entities.

 

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived GA Grant, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to members’ equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

F-453

 

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

F-454

 

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

The Series recognizes rental revenue on a monthly basis when earned.

 

F-455

 

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-456

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $244,818 
Land   129,500 
Total   374,318 
Less: Accumulated depreciation   (1,484)
Property and equipment, net  $372,834 

 

Depreciation expense was $1,484 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Grant property, the Series entered into a mortgage with Certain Lending Bank for a principal of $259,000, including loan fees of $2,693. The mortgage bears interest at a rate of 3.875% per year for the initial 7-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $15. As December 31, 2021, mortgage payable, net of unamortized loan fees of $2,678 was $256,322.

 

NOTE 6: MEMBER’S EQUITY

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-457

 

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $123,576 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $118,260 to the Manager, which is non-interest bearing with no stated repayment terms. During the period ended December 31, 2021, the Series received a deemed contribution from the Manager of $5,067 in exchange for forgiveness of amounts previously due.

 

NOTE 8: INCOME TAXES  

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series  had net deferred tax assets before valuation allowance of $1,355, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $1,355 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 26.75%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $5,067.

 

The Series’ policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of comprehensive loss. At inception, the Series had no unrecognized tax benefits and no charge during 2021, and accordingly, the Series did not recognize any interest or penalties during 2021 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2021.

 

The Series is not presently subject to any income tax audit in any taxing jurisdiction, though its 2021 tax year remains open to examination.

 

NOTE 9: SUBSEQUENT EVENTS

 

In January 2022, the Manager offered for sale (“public offering”) 16,310 membership interests of Series Grant, which closed in Q1 2022.

 

F-458

 

 

 

 

 

 

 

ARRIVED HOMES SERIES KERRIANN, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-459

 

 

ARRIVED HOMES SERIES KERRIANN, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-461
CONSOLIDATED BALANCE SHEET F-462
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-463
CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT F-464
CONSOLIDATED STATEMENT OF CASH FLOWS F-465
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-466 to F-471

 

F-460

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Member of

Arrived Homes Series KerriAnn, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series KerriAnn, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in member’s deficit, and cash flows for the period October 1, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period October 1, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-461

 

 

ARRIVED HOMES SERIES KERRIANN, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $209 
Prepaid expenses   2,433 
Total current assets   2,642 
Property and equipment, net   341,151 
Deposits held by property management company   - 
Total assets  $343,793 
      
LIABILITIES AND MEMBER’S DEFICIT     
Current liabilities:     
Accrued expenses  $543 
Due to related party   116,213 
Total current liabilities   116,756 
Tenant deposits   - 
Mortgage payable, net   235,377 
Total liabilities   352,133 
      
Member’s deficit:     
Member’s capital   4,919 
Accumulated deficit   (13,259)
Total member’s deficit   (8,340)
Total liabilities and member’s deficit  $343,793 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-462

 

 

ARRIVED HOMES SERIES KERRIANN, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD OCTOBER 1, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $- 
Total revenue   - 
      
Operating expenses     
Depreciation   1,562 
Insurance   228 
Management fees   - 
Repair and maintenance   8,430 
Property taxes   580 
Other operating expenses   907 
Total operating expenses   11,707 
      
Loss from operations   (11,707)
      
Interest expense   (1,552)
Net loss before income taxes   (13,259)
Provision for income taxes   - 
Net loss  $(13,259)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-463

 

 

ARRIVED HOMES SERIES KERRIANN, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT

FOR THE PERIOD OCTOBER 1, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

           Total 
   Member’s   Accumulated   Member’s 
   Capital   Deficit   Deficit 
             
Balance at October 1, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   -    -    - 
Deemed contribution from Manager   4,919    -    4,919 
Distributions   -    -    - 
Net loss   -    (13,259)   (13,259)
Balance at December 31, 2021  $4,919   $(13,259)  $(8,340)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-464

 

 

ARRIVED HOMES SERIES KERRIANN, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD OCTOBER 1, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(13,259)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   1,562 
Amortization   15 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (2,433)
Accrued expenses   543 
Due to related party   13,781 
Net cash provided by operating activities   209 
Net change in cash   209 
Cash at beginning of period  $- 
Cash at end of year  $209 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $1,552 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $129,994 
Acquisition of property  $342,713 
Mortgage payable for acquisition of property  $238,000 
Deemed contribution from Manager  $4,919 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-465

 

 

ARRIVED HOMES SERIES KERRIANN, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series KerriAnn, a series of Arrived Homes, LLC, (“Series KerriAnn”) was formed on October 1, 2021 under the laws of Delaware. On October 28, 2021, the Arrived NC KerriAnn, LLC completed the acquisition of the KerriAnn property. The acquisition of the KerriAnn property was funded through an initial mortgage in the amount of $238,000 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The KerriAnn property is being held by Arrived NC KerriAnn, LLC, a North Carolina limited liability company and wholly owned subsidiary of the Series.

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements; however, the Series may adopt accounting standards based on the effective dates for public entities.

 

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived NC KerriAnn, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to members’ equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

F-466

 

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

F-467

 

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

The Series recognizes rental revenue on a monthly basis when earned.

 

F-468

 

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-469

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $257,713 
Land   85,000 
Total   342,713 
Less: Accumulated depreciation   (1,562)
Property and equipment, net  $341,151 

 

Depreciation expense was $1,562 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the KerriAnn property, the Series entered into a mortgage with Certain Lending Bank for a principal of $238,000, including loan fees of $2,637. The mortgage bears interest at a rate of 3.875% per year for the initial 7-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $15. As December 31, 2021, mortgage payable, net of unamortized loan fees of $2,623 was $235,377.

 

NOTE 6: MEMBER’S DEFICIT

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-470

 

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $129,994 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $116,213 to the Manager, which is non-interest bearing with no stated repayment terms. During the period ended December 31, 2021, the Series received a deemed contribution from the Manager of $4,919 in exchange for forgiveness of amounts previously due.

 

NOTE 8: INCOME TAXES  

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series  had net deferred tax assets before valuation allowance of $3,116, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $3,116 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 23.5%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $13,259.

 

The Series’ policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of comprehensive loss. At inception, the Series had no unrecognized tax benefits and no charge during 2021, and accordingly, the Series did not recognize any interest or penalties during 2021 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2021.

 

The Series is not presently subject to any income tax audit in any taxing jurisdiction, though its 2021 tax year remains open to examination.

 

NOTE 9: SUBSEQUENT EVENTS

 

In January 2022, the Manager offered for sale (“public offering”) 14,605 membership interests of Series KerriAnn, which closed in Q1 2022.

 

F-471

 

 

 

 

 

 

 

ARRIVED HOMES SERIES LILY, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-472

 

 

ARRIVED HOMES SERIES LILY, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-474
CONSOLIDATED BALANCE SHEET F-475
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-476
CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT F-477
CONSOLIDATED STATEMENT OF CASH FLOWS F-478
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-479 to F-484

 

F-473

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Board of Members and the Member of

Arrived Homes Series Lily, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Lily, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in member’s deficit, and cash flows for the period September 9, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period September 9, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-474

 

 

ARRIVED HOMES SERIES LILY, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $- 
Prepaid expenses   5,063 
Total current assets   5,063 
Property and equipment, net   534,897 
Deposits held by property management company   - 
Total assets  $539,960 
      
LIABILITIES AND MEMBER’S DEFICIT     
Current liabilities:     
Accrued expenses  $4,186 
Due to related party   230,475 
Total current liabilities   234,661 
Tenant deposits   - 
Mortgage payable, net   308,439 
Total liabilities   543,100 
      
Member’s deficit:     
Member’s capital   5,715 
Accumulated deficit   (8,855)
Total member’s deficit   (3,140)
Total liabilities and member’s deficit  $539,960 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-475

 

 

ARRIVED HOMES SERIES LILY, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD SEPTEMBER 9, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $- 
Total revenue   - 
      
Operating expenses     
Depreciation   3,460 
Insurance   523 
Management fees   - 
Repair and maintenance   - 
Property taxes   930 
Other operating expenses   865 
Total operating expenses   5,778 
      
Loss from operations   (5,778)
      
Interest expense   (3,077)
Net loss before income taxes   (8,855)
Provision for income taxes   - 
Net loss  $(8,855)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-476

 

 

ARRIVED HOMES SERIES LILY, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT

FOR THE PERIOD SEPTEMBER 9, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

           Total 
   Member’s   Accumulated   Member’s 
   Capital   Deficit   Deficit 
             
Balance at September 9, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   -    -    - 
Deemed contribution from Manager   5,715    -    5,715 
Distributions   -    -    - 
Net loss   -    (8,855)   (8,855)
Balance at December 31, 2021  $5,715   $(8,855)  $(3,140)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-477

 

 

ARRIVED HOMES SERIES LILY, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD SEPTEMBER 9, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(8,855)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   3,460 
Amortization   26 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (5,063)
Accrued expenses   4,186 
Due to related party   6,246 
Net cash provided by operating activities   - 
Net change in cash   - 
Cash at beginning of period  $- 
Cash at end of year  $- 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $3,077 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $236,721 
Acquisition of property  $538,356 
Mortgage payable for acquisition of property  $311,500 
Deemed contribution from Manager  $5,715 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-478

 

 

ARRIVED HOMES SERIES LILY, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Lily, a series of Arrived Homes, LLC, (“Series Lily”) was formed on September 9, 2021 under the laws of Delaware. On September 30, 2021, the Arrived CO Lily, LLC completed the acquisition of the Lily property. The acquisition of the Lily property was funded through an initial mortgage in the amount of $311,500 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Lily property is being held by Arrived CO Lily, LLC, a Colorado limited liability company and wholly owned subsidiary of the Series.

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements; however, the Series may adopt accounting standards based on the effective dates for public entities.

  

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived CO Lily, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to members’ equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

F-479

 

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

F-480

 

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

Identification of a contract with a customer;

 

Identification of the performance obligations in the contract;

 

Determination of the transaction price;

 

Allocation of the transaction price to the performance obligations in the contract; and

 

Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

F-481

 

 

The Series recognizes rental revenue on a monthly basis when earned.

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-482

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $412,106 
Land   126,250 
Total   538,356 
Less: Accumulated depreciation   (3,460)
Property and equipment, net  $534,897 

 

Depreciation expense was $3,460 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Lily property, the Series entered into a mortgage with Certain Lending Bank for a principal of $311,500, including loan fees of $3,086. The mortgage bears interest at a rate of 3.875% per year for the initial 7-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $26. As December 31, 2021, mortgage payable, net of unamortized loan fees of $3,061 was $308,439.

 

NOTE 6: MEMBER’S DEFICIT

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

 The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-483

 

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $236,721 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $230,475 to the Manager, which is non-interest bearing with no stated repayment terms. During the period ended December 31, 2021, the Series received a deemed contribution from the Manager of $5,715 in exchange for forgiveness of amounts previously due.

 

NOTE 8: INCOME TAXES  

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series  had net deferred tax assets before valuation allowance of $2,262, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $2,262 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 25.55%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $8,855.

 

The Series’ policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of comprehensive loss. At inception, the Series had no unrecognized tax benefits and no charge during 2021, and accordingly, the Series did not recognize any interest or penalties during 2021 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2021.

 

The Series is not presently subject to any income tax audit in any taxing jurisdiction, though its 2021 tax year remains open to examination.

 

NOTE 9: SUBSEQUENT EVENTS

 

In  December 2021, the Manager offered for sale (“public offering”) 24,356 membership interests of Series Lily, which closed in Q1 2022.

 

F-484

 

 

 

 

 

 

 

ARRIVED HOMES SERIES MEADOW, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-485

 

 

ARRIVED HOMES SERIES MEADOW, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-487
CONSOLIDATED BALANCE SHEET F-488
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-489

CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT

F-490
CONSOLIDATED STATEMENT OF CASH FLOWS F-491
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-492 to F-497

 

F-486

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Member of

Arrived Homes Series Meadow, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Meadow, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in member’s deficit, and cash flows for the period August 25, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period August 25, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.    

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-487

 

 

ARRIVED HOMES SERIES MEADOW, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $- 
Prepaid expenses   2,723 
Total current assets   2,723 
Property and equipment, net   320,343 
Deposits held by property management company   - 
Total assets  $323,066 
      
LIABILITIES AND MEMBER’S DEFICIT     
Current liabilities:     
Accrued expenses  $454
Due to related party   116,883 
Total current liabilities   117,337 
Tenant deposits   - 
Mortgage payable, net   212,558 
Total liabilities   329,895 
      
Member’s deficit:     
Member’s capital   4,033 
Accumulated deficit   (10,862)
Total member’s deficit   (6,829)
Total liabilities and member’s deficit  $323,066

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-488

 

 

ARRIVED HOMES SERIES MEADOW, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD AUGUST 25, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

    

Rental income  $- 
Total revenue   - 
      
Operating expenses     
Depreciation   2,205 
Insurance   337 
Management fees   - 
Repair and maintenance   4,705 
Property taxes   507 
Other operating expenses   914 
Total operating expenses   8,668 
      
Loss from operations   (8,668)
      
Interest expense   (2,194)
Net loss before income taxes   (10,862)
Provision for income taxes   - 
Net loss  $(10,862)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-489

 

 

ARRIVED HOMES SERIES MEADOW, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT

FOR THE PERIOD AUGUST 25, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

   Member’s
Capital
   Accumulated
Deficit
   Total
Member’s
Deficit
 
             
Balance at August 25, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   -    -    - 
Deemed contribution from Manager   4,033    -    4,033 
Distributions   -   -    -
Net loss   -    (10,862)   (10,862)
Balance at December 31, 2021  $4,033  $(10,862)  $(6,829)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-490

 

 

ARRIVED HOMES SERIES MEADOW, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD AUGUST 25, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(10,862)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   2,205 
Amortization   20 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (2,723)
Accrued expenses   454 
Due to related party   10,906 
Net cash provided by operating activities   - 
Net change in cash   - 
Cash at beginning of period  $- 
Cash at end of year  $- 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $2,194 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $127,789 
Acquisition of property  $322,548 
Mortgage payable for acquisition of property  $214,900 
Deemed contribution from Manager  $4,033 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-491

 

 

ARRIVED HOMES SERIES MEADOW, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Meadow, a series of Arrived Homes, LLC, (“Series Meadow”) was formed on August 25, 2021 under the laws of Delaware. On September 27, 2021, the Arrived NC Meadow, LLC completed the acquisition of the Meadow property. The acquisition of the Meadow property was funded through an initial mortgage in the amount of $214,900 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Meadow property is being held by Arrived NC Meadow, LLC, a North Carolina limited liability company and wholly owned subsidiary of the Series.

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements; however, the Series may adopt accounting standards based on the effective dates for public entities.

 

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived NC Meadow, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to members’ equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

F-492

 

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

F-493

 

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

F-494

 

 

The Series recognizes rental revenue on a monthly basis when earned.

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-495

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31,
2021
 
Building  $242,548 
Land   80,000 
Total   322,548 
Less: Accumulated depreciation   (2,205)
Property and equipment, net  $320,343 

 

Depreciation expense was $2,205 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Meadow property, the Series entered into a mortgage with Certain Lending Bank for a principal of $214,900, including loan fees of $2,362. The mortgage bears interest at a rate of 3.875% per year for the initial 7-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $20. As December 31, 2021, mortgage payable, net of unamortized loan fees of $2,342 was $212,558.

 

NOTE 6: MEMBER’S DEFICIT

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

  

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-496

 

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $127,789 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $116,883 to the Manager, which is non-interest bearing with no stated repayment terms. During the period ended December 31, 2021, the Series received a deemed contribution from the Manager of $4,033 in exchange for forgiveness of amounts previously due.

 

NOTE 8: INCOME TAXES

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series  had net deferred tax assets before valuation allowance of $2,553, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $2,553 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 23.5%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $10,862.

 

The Series’ policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of comprehensive loss. At inception, the Series had no unrecognized tax benefits and no charge during 2021, and accordingly, the Series did not recognize any interest or penalties during 2021 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2021.

 

The Series is not presently subject to any income tax audit in any taxing jurisdiction, though its 2021 tax year remains open to examination.

 

NOTE 9: SUBSEQUENT EVENTS

 

In December 2021, the Manager offered for sale (“public offering”) 15,886 membership interests of Series Meadow, which closed in Q1 2022.

 

F-497

 

 

 

 

 

 

 

ARRIVED HOMES SERIES ODESSA, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-498

 

 

ARRIVED HOMES SERIES ODESSA, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-500
CONSOLIDATED BALANCE SHEET F-501
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-502
CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT F-503
CONSOLIDATED STATEMENT OF CASH FLOWS F-504
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-505 to F-510

 

F-499

 

  

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Member of

Arrived Homes Series Odessa, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Odessa, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in member’s deficit, and cash flows for the period September 9, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period September 9, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-500

 

  

ARRIVED HOMES SERIES ODESSA, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

  

ASSETS    
Current assets:    
Cash  $- 
Prepaid expenses   5,525 
Total current assets   5,525 
Property and equipment, net   533,345 
Deposits held by property management company   - 
Total assets  $538,870 
      
LIABILITIES AND MEMBER’S DEFICIT     
Current liabilities:     
Accrued expenses  $5,223 
Due to related party   165,595 
Total current liabilities   170,818 
Tenant deposits   - 
Mortgage payable, net   370,971 
Total liabilities   541,789 
      
Member’s deficit:     
Member’s capital   6,512 
Accumulated deficit   (9,431)
Total member’s deficit   (2,919)
Total liabilities and member’s deficit  $538,870 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-501

 

  

ARRIVED HOMES SERIES ODESSA, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD SEPTEMBER 9, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $695 
Total revenue   695 
      
Operating expenses    
Depreciation   3,666 
Insurance   552 
Management fees   - 
Repair and maintenance   - 
Property taxes   1,150 
Other operating expenses   1,060 
Total operating expenses   6,428 
      
Loss from operations   (5,733)
      
Interest expense   (3,698)
Net loss before income taxes   (9,431)
Provision for income taxes   - 
Net loss  $(9,431)

  

The accompanying notes are an integral part of these consolidated financial statements.

 

F-502

 

  

ARRIVED HOMES SERIES ODESSA, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT

FOR THE PERIOD SEPTEMBER 9, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

   Member’s
Capital
   Accumulated
Deficit
   Total
Member’s
Deficit
 
Balance at September 9, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   -    -    - 
Deemed contribution from Manager   6,512    -    6,512 
Distributions   -    -    - 
Net loss   -    (9,431)   (9,431)
Balance at December 31, 2021  $6,512   $(9,431)  $(2,919)

   

The accompanying notes are an integral part of these consolidated financial statements.

 

F-503

 

  

ARRIVED HOMES SERIES ODESSA, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD SEPTEMBER 9, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(9,431)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   3,666 
Amortization   30 
Changes in operating assets and liabilities    
Accounts receivable   - 
Prepaid expenses   (5,525)
Accrued expenses   5,223 
Due to related party   6,037 
Net cash provided by operating activities   - 
Net change in cash   - 
Cash at beginning of period  $- 
Cash at end of year  $- 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $3,698 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $171,632 
Acquisition of property  $537,011 
Mortgage payable for acquisition of property  $374,500 
Deemed contribution from Manager  $6,512 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-504

 

  

ARRIVED HOMES SERIES ODESSA, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Odessa, a series of Arrived Homes, LLC, (“Series Odessa”) was formed on September 9, 2021 under the laws of Delaware. On September 30, 2021, the Arrived CO Odessa, LLC completed the acquisition of the Odessa property. The acquisition of the Odessa property was funded through an initial mortgage in the amount of $374,500 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Odessa property is being held by Arrived CO Odessa, LLC, a Colorado limited liability company and wholly owned subsidiary of the Series.

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements; however, the Series may adopt accounting standards based on the effective dates for public entities.

  

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived CO Odessa, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to members’ equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

F-505

 

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

F-506

 

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

Identification of a contract with a customer;

 

Identification of the performance obligations in the contract;

 

Determination of the transaction price;

 

Allocation of the transaction price to the performance obligations in the contract; and

 

Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

The Series recognizes rental revenue on a monthly basis when earned.

 

F-507

 

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-508

 

 

 NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31,
2021
 
Building  $403,261 
Land   133,750 
Total   537,011 
Less: Accumulated depreciation   (3,666)
Property and equipment, net  $533,345 

 

Depreciation expense was $3,666 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Odessa property, the Series entered into a mortgage with Certain Lending Bank for a principal of $374,500, including loan fees of $3,559. The mortgage bears interest at a rate of 3.875% per year for the initial 7-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $30. As December 31, 2021, mortgage payable, net of unamortized loan fees of $3,529 was $370,971.

 

NOTE 6: MEMBER’S DEFICIT

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

 The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-509

 

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $171,632 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $165,595 to the Manager, which is non-interest bearing with no stated repayment terms. During the period ended December 31, 2021, the Series received a deemed contribution from the Manager of $6,512 in exchange for forgiveness of amounts previously due.

 

NOTE 8: INCOME TAXES  

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series  had net deferred tax assets before valuation allowance of $2,410, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $2,410 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 25.55%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $9,431.

 

The Series’ policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of comprehensive loss. At inception, the Series had no unrecognized tax benefits and no charge during 2021, and accordingly, the Series did not recognize any interest or penalties during 2021 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2021.

 

The Series is not presently subject to any income tax audit in any taxing jurisdiction, though its 2021 tax year remains open to examination.

 

NOTE 9: SUBSEQUENT EVENTS

 

In  December 2021, the Manager offered for sale (“public offering”) 21,938 membership interests of Series Odessa, which closed in Q1 2022.

 

F-510

 

 

 

 

 

 

 

ARRIVED HOMES SERIES OLIVE, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-511

 

  

ARRIVED HOMES SERIES OLIVE, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-513
CONSOLIDATED BALANCE SHEET F-514
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-515
CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT F-516
CONSOLIDATED STATEMENT OF CASH FLOWS F-517
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-518 to F-523

 

F-512

 

  

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Member of

Arrived Homes Series Olive, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Olive, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in member’s deficit, and cash flows for the period June 16, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period June 16, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-513

 

 

ARRIVED HOMES SERIES OLIVE, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

  

ASSETS    
Current assets:    
Cash  $- 
Prepaid expenses   1,905 
Total current assets   1,905 
Property and equipment, net   229,985 
Deposits held by property management company   3,758 
Total assets  $235,648 
      
LIABILITIES AND MEMBER’S DEFICIT     
Current liabilities:     
Accrued expenses  $3,195 
Due to related party   109,410 
Total current liabilities   112,605 
Tenant deposits   1,895 
Mortgage payable, net   124,123 
Total liabilities   238,623 
      
Member’s deficit:     
Member’s capital   6,103 
Accumulated deficit   (9,078)
Total member’s deficit   (2,975)
Total liabilities and member’s deficit  $235,648 

   

The accompanying notes are an integral part of these consolidated financial statements.

 

F-514

 

  

ARRIVED HOMES SERIES OLIVE, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD JUNE 16, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

   

Rental income  $3,664 
Total revenue   3,664 
      
Operating expenses    
Depreciation   2,654 
Insurance   238 
Management fees   293 
Repair and maintenance   3,590 
Property taxes   377 
Other operating expenses   3,126 
Total operating expenses   10,278 
      
Loss from operations   (6,614)
      
Interest expense   (2,464)
Net loss before income taxes   (9,078)
Provision for income taxes   - 
Net loss  $(9,078)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-515

 

  

ARRIVED HOMES SERIES OLIVE, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT

FOR THE PERIOD JUNE 16, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

   Member’s
Capital
   Accumulated
Deficit
   Total
Member’s
Deficit
 
Balance at June 16, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   -    -    - 
Deemed contribution from Manager   6,103    -    6,103 
Distributions   -    -    - 
Net loss   -    (9,078)   (9,078)
Balance at December 31, 2021  $6,103   $(9,078)  $(2,975)

  

The accompanying notes are an integral part of these consolidated financial statements.

 

F-516

 

  

ARRIVED HOMES SERIES OLIVE, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD JUNE 16, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(9,078)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   2,654 
Amortization   34 
Changes in operating assets and liabilities     
Accounts receivable    
Prepaid expenses   (1,905)
Accrued expenses   3,195 
Due to related party   5,100 
Net cash provided by operating activities    
Net change in cash    
Cash at beginning of period  $- 
Cash at end of year  $- 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $2,464 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $114,510 
Acquisition of property  $232,639 
Mortgage payable for acquisition of property  $126,100 
Deemed contribution from Manager  $6,103 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-517

 

  

ARRIVED HOMES SERIES OLIVE, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Olive, a series of Arrived Homes, LLC, (“Series Olive”) was formed on June 16, 2021 under the laws of Delaware. On July 27, 2021, the Arrived SC Olive, LLC completed the acquisition of the Olive property. The acquisition of the Olive property was funded through an initial mortgage in the amount of $126,100 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Olive property is being held by Arrived SC Olive, LLC, a South Carolina limited liability company and wholly owned subsidiary of the Series.

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however; the Series may adopt accounting standards based on the effective dates for public entities.

  

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived SC Olive, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

   Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to members’ equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

F-518

 

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

F-519

 

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

Identification of a contract with a customer;

 

Identification of the performance obligations in the contract;

 

Determination of the transaction price;

 

Allocation of the transaction price to the performance obligations in the contract; and

 

Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

The Series recognizes rental revenue on a monthly basis when earned.

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

F-520

 

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-521

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31,
2021
 
Building  $175,139 
Land   57,500 
Total   232,639 
Less: Accumulated depreciation   (2,654)
Property and equipment, net  $229,985 

 

Depreciation expense was $2,654 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Olive property, the Series entered into a mortgage with Certain Lending Bank for a principal of $126,100, including loan fees of $2,011. The mortgage bears interest at a rate of 4.625% per year for the initial 5-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $34. As December 31, 2021, mortgage payable, net of unamortized loan fees of $1,977 was $124,123.

 

NOTE 6: MEMBER’S DEFICIT

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

 The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-522

 

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $114,510 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $109,410 to the Manager, which is non-interest bearing with no stated repayment terms. During the period ended December 31, 2021, the Series received a deemed contribution from the Manager of $6,103 in exchange for forgiveness of amounts previously due.

 

NOTE 8: INCOME TAXES  

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series  had net deferred tax assets before valuation allowance of $2,360, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $2,360 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 26 %. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $9,078.

 

The Series’ policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of comprehensive loss. At inception, the Series had no unrecognized tax benefits and no charge during 2021, and accordingly, the Series did not recognize any interest or penalties during 2021 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2021.

 

The Series is not presently subject to any income tax audit in any taxing jurisdiction, though its 2021 tax year remains open to examination.

 

NOTE 9: SUBSEQUENT EVENTS

 

In  December 2021, the Manager offered for sale (“public offering”) 13,712 membership interests of Series Olive, which closed in Q1 2022.

 

F-523

 

 

 

 

 

 

 

ARRIVED HOMES SERIES RIBBONWALK, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-524

 

 

ARRIVED HOMES SERIES RIBBONWALK, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-526
CONSOLIDATED BALANCE SHEET F-527
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-528
CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT F-529
CONSOLIDATED STATEMENT OF CASH FLOWS F-530
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-531 to F-536

 

F-525

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Board of Members and the Member of

Arrived Homes Series Ribbonwalk, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Ribbonwalk, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in member’s deficit, and cash flows for the period September 28, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period September 28, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-526

 

 

ARRIVED HOMES SERIES RIBBONWALK, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $- 
Prepaid expenses   3,522 
Total current assets   3,522 
Property and equipment, net   320,275 
Deposits held by property management company   - 
Total assets  $323,797 
      
LIABILITIES AND MEMBER’S DEFICIT     
Current liabilities:     
Accrued expenses  $538 
Due to related party   104,796 
Total current liabilities   105,334 
Tenant deposits   - 
Mortgage payable, net   221,584 
Total liabilities   326,918 
      
Member’s deficit:     
Member’s capital   4,402 
Accumulated deficit   (7,523)
Total member’s deficit   (3,121)
Total liabilities and member’s deficit  $323,797 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-527

 

 

ARRIVED HOMES SERIES RIBBONWALK, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD SEPTEMBER 28, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $- 
Total revenue   - 
      
Operating expenses     
Depreciation   1,465 
Insurance   215 
Management fees   - 
Repair and maintenance   3,213 
Property taxes   454 
Other operating expenses   619 
Total operating expenses   5,966 
      
Loss from operations   (5,966)
Interest expense   (1,557)
Net loss before income taxes   (7,523)
Provision for income taxes   - 
Net loss  $(7,523)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-528

 

 

ARRIVED HOMES SERIES RIBBONWALK, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT

FOR THE PERIOD SEPTEMBER 28, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

           Total 
   Member’s   Accumulated   Member’s 
   Capital   Deficit   Deficit 
Balance at September 28, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   -    -    - 
Deemed contribution from Manager   4,402    -    4,402 
Distributions   -    -    - 
Net loss   -    (7,523)   (7,523)
Balance at December 31, 2021  $4,402   $(7,523)  $(3,121)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-529

 

 

ARRIVED HOMES SERIES RIBBONWALK, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD SEPTEMBER 28, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(7,523)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   1,465 
Amortization   14 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (3,522)
Accrued expenses   538 
Due to related party   9,028 
Net cash provided by operating activities   - 
Net change in cash   - 
Cash at beginning of period  $- 
Cash at end of year  $- 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $1,557 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $113,824 
Acquisition of property  $321,740 
Mortgage payable for acquisition of property  $224,000 
Deemed contribution from Manager  $4,402 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-530

 

 

ARRIVED HOMES SERIES RIBBONWALK, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Ribbonwalk, a series of Arrived Homes, LLC, (“Series Ribbonwalk”) was formed on September 28, 2021 under the laws of Delaware. On October 28, 2021, the Arrived NC Ribbonwalk, LLC completed the acquisition of the Ribbonwalk property. The acquisition of the Ribbonwalk property was funded through an initial mortgage in the amount of $224,000 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Ribbonwalk property is being held by Arrived NC Ribbonwalk, LLC, a North Carolina limited liability company and wholly owned subsidiary of the Series.

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however; the Series may adopt accounting standards based on the effective dates for public entities.

  

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived NC Ribbonwalk, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to members’ equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

F-531

 

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

F-532

 

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

The Series recognizes rental revenue on a monthly basis when earned.

 

F-533

 

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-534

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $241,740 
Land   80,000 
Total   321,740 
Less: Accumulated depreciation   (1,465)
Property and equipment, net  $320,275 

 

Depreciation expense was $1,465 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Ribbonwalk property, the Series entered into a mortgage with Certain Lending Bank for a principal of $224,000, including loan fees of $2,430. The mortgage bears interest at a rate of 3.875% per year for the initial 7-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $14. As December 31, 2021, mortgage payable, net of unamortized loan fees of $2,417 was $221,584.

 

NOTE 6: MEMBER’S DEFICIT

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-535

 

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $113,824 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $104,796 to the Manager, which is non-interest bearing with no stated repayment terms. During the period ended December 31, 2021, the Series received a deemed contribution from the Manager of $4,402 in exchange for forgiveness of amounts previously due.

 

NOTE 8: INCOME TAXES  

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series  had net deferred tax assets before valuation allowance of $1,768, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $1,768 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 23.5%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $7,523.

 

The Series’ policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of comprehensive loss. At inception, the Series had no unrecognized tax benefits and no charge during 2021, and accordingly, the Series did not recognize any interest or penalties during 2021 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2021.

 

The Series is not presently subject to any income tax audit in any taxing jurisdiction, though its 2021 tax year remains open to examination.

 

NOTE 9: SUBSEQUENT EVENTS

 

In January 2022, the Manager offered for sale (“public offering”) 13,884 membership interests of Series Ribbonwalk, which closed in Q1 2022.

 

F-536

 

 

 

 

 

 

 

ARRIVED HOMES SERIES ROONEY, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-537

 

 

ARRIVED HOMES SERIES ROONEY, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-539
CONSOLIDATED BALANCE SHEET F-540
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-541
CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S EQUITY F-542
CONSOLIDATED STATEMENT OF CASH FLOWS F-543
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-544 to F-549

 

F-538

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Member of

Arrived Homes Series Rooney, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Rooney, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in member’s equity, and cash flows for the period September 20, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period September 20, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-539

 

 

ARRIVED HOMES SERIES ROONEY, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $101 
Prepaid expenses   2,134 
Total current assets   2,235 
Property and equipment, net   371,243 
Deposits held by property management company   - 
Total assets  $373,478 
      
LIABILITIES AND MEMBER’S EQUITY     
Current liabilities:     
Accrued expenses  $359 
Due to related party   116,797 
Total current liabilities   117,156 
Tenant deposits   - 
Mortgage payable, net   256,322 
Total liabilities   373,478 
      
Member’s equity:     
Member’s capital   5,004 
Accumulated deficit   (5,004)
Total member’s equity   - 
Total liabilities and member’s equity  $373,478 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-540

 

 

ARRIVED HOMES SERIES ROONEY, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD SEPTEMBER 20, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $- 
Total revenue   - 
      
Operating expenses     
Depreciation   1,474 
Insurance   256 
Management fees   - 
Repair and maintenance   - 
Property taxes   349 
Other operating expenses   708 
Total operating expenses   2,787 
      
Loss from operations   (2,787)
Interest expense   (2,217)
Net loss before income taxes   (5,004)
Provision for income taxes   - 
Net loss  $(5,004)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-541

 

 

ARRIVED HOMES SERIES ROONEY, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S EQUITY

FOR THE PERIOD SEPTEMBER 20, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

           Total 
   Member’s   Accumulated   Member’s 
   Capital   Deficit   Equity 
Balance at September 20, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   -    -    - 
Deemed contribution from Manager   5,004    -    5,004 
Distributions   -    -    - 
Net loss   -    (5,004)   (5,004)
Balance at December 31, 2021  $5,004   $(5,004)  $- 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-542

 

 

ARRIVED HOMES SERIES ROONEY, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD SEPTEMBER 20, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(5,004)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   1,474 
Amortization   15 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (2,134)
Accrued expenses   359 
Due to related party   5,391 
Net cash provided by operating activities   101 
Net change in cash   101 
Cash at beginning of period  $- 
Cash at end of year  $101 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $2,217 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $122,188 
Acquisition of property  $372,718 
Mortgage payable for acquisition of property  $259,000 
Deemed contribution from Manager  $5,004 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-543

 

 

ARRIVED HOMES SERIES ROONEY, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Rooney, a series of Arrived Homes, LLC, (“Series Rooney”) was formed on September 20, 2021 under the laws of Delaware. On October 12, 2021, the Arrived AZ Rooney, LLC completed the acquisition of the Rooney property. The acquisition of the Rooney property was funded through an initial mortgage in the amount of $259,000 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Rooney property is being held by Arrived AZ Rooney, LLC, an Arizona limited liability company and wholly owned subsidiary of the Series.

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however; the Series may adopt accounting standards based on the effective dates for public entities.

  

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived AZ Rooney, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to members’ equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

F-544

 

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

F-545

 

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

The Series recognizes rental revenue on a monthly basis when earned.

 

F-546

 

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-547

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $243,218 
Land   129,500 
Total   372,718 
Less: Accumulated depreciation   (1,474)
Property and equipment, net  $371,243 

 

Depreciation expense was $1,474 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Rooney property, the Series entered into a mortgage with Certain Lending Bank for a principal of $259,000, including loan fees of $2,693. The mortgage bears interest at a rate of 3.875% per year for the initial 7-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $15. As December 31, 2021, mortgage payable, net of unamortized loan fees of $2,678 was $256,322.

 

NOTE 6: MEMBER’S EQUITY

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-548

 

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $122,188 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $116,797 to the Manager, which is non-interest bearing with no stated repayment terms. During the period ended December 31, 2021, the Series received a deemed contribution from the Manager of $5,004 in exchange for forgiveness of amounts previously due.

 

NOTE 8: INCOME TAXES  

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series  had net deferred tax assets before valuation allowance of $1,296, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $1,296 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 25.9%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $5,004.

 

The Series’ policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of comprehensive loss. At inception, the Series had no unrecognized tax benefits and no charge during 2021, and accordingly, the Series did not recognize any interest or penalties during 2021 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2021.

 

The Series is not presently subject to any income tax audit in any taxing jurisdiction, though its 2021 tax year remains open to examination.

 

NOTE 9: SUBSEQUENT EVENTS

 

In January 2022, the Manager offered for sale (“public offering”) 15,637 membership interests of Series Rooney, which closed in Q1 2022.

 

F-549

 

 

 

 

 

 

 

ARRIVED HOMES SERIES SADDLEBRED, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-550

 

 

ARRIVED HOMES SERIES SADDLEBRED, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-552
CONSOLIDATED BALANCE SHEET F-553
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-554
CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT F-555
CONSOLIDATED STATEMENT OF CASH FLOWS F-556
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-557 to F-562

 

F-551

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Member of

Arrived Homes Series Saddlebred, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Saddlebred, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in member’s deficit, and cash flows for the period September 20, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period September 20, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-552

 

 

ARRIVED HOMES SERIES SADDLEBRED, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $- 
Prepaid expenses   4,487 
Total current assets   4,487 
Property and equipment, net   472,947 
Deposits held by property management company   - 
Total assets  $477,434 
      
LIABILITIES AND MEMBER’S DEFICIT     
Current liabilities:     
Accrued expenses  $3,495 
Due to related party   147,851 
Total current liabilities   151,346 
Tenant deposits   - 
Mortgage payable, net   329,283 
Total liabilities   480,629 
      
Member’s deficit:     
Member’s capital   5,476 
Accumulated deficit   (8,671)
Total member’s deficit   (3,195)
Total liabilities and member’s deficit  $477,434 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-553

 

 

ARRIVED HOMES SERIES SADDLEBRED, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD SEPTEMBER 20, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $- 
Total revenue   - 
      
Operating expenses     
Depreciation   3,659 
Insurance   496 
Management fees   - 
Repair and maintenance   - 
Property taxes   757 
Other operating expenses   475 
Total operating expenses   5,387 
      
Loss from operations   (5,387)
Interest expense   (3,284)
Net loss before income taxes   (8,671)
Provision for income taxes   - 
Net loss  $(8,671)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-554

 

 

ARRIVED HOMES SERIES SADDLEBRED, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT

FOR THE PERIOD SEPTEMBER 20, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

           Total 
   Member’s   Accumulated   Member’s 
   Capital   Deficit   Deficit 
Balance at September 20, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   -    -    - 
Deemed contribution from Manager   5,476    -    5,476 
Distributions   -    -    - 
Net loss   -    (8,671)   (8,671)
Balance at December 31, 2021  $5,476   $(8,671)  $(3,195)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-555

 

 

ARRIVED HOMES SERIES SADDLEBRED, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD SEPTEMBER 20, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(8,671)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   3,659 
Amortization   27 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (4,487)
Accrued expenses   3,495 
Due to related party   5,977 
Net cash provided by operating activities   - 
Net change in cash   - 
Cash at beginning of period  $- 
Cash at end of year  $- 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $3,284 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $153,828 
Acquisition of property  $476,606 
Mortgage payable for acquisition of property  $332,500 
Deemed contribution from Manager  $5,476 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-556

 

 

ARRIVED HOMES SERIES SADDLEBRED, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Saddlebred, a series of Arrived Homes, LLC, (“Series Saddlebred”) was formed on September 20, 2021 under the laws of Delaware. On September 30, 2021, the Arrived CO Saddlebred, LLC completed the acquisition of the Saddlebred property. The acquisition of the Saddlebred property was funded through an initial mortgage in the amount of $332,500 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Saddlebred property is being held by Arrived CO Saddlebred, LLC, a Colorado limited liability company and wholly owned subsidiary of the Series.

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however; the Series may adopt accounting standards based on the effective dates for public entities.

  

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived CO Saddlebred, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to members’ equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

F-557

 

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

F-558

 

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

The Series recognizes rental revenue on a monthly basis when earned.

 

F-559

 

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-560

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $357,856 
Land   118,750 
Total   476,606 
Less: Accumulated depreciation   (3,659)
Property and equipment, net  $472,947 

 

Depreciation expense was $3,659 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Saddlebred property, the Series entered into a mortgage with Certain Lending Bank for a principal of $332,500, including loan fees of $3,244. The mortgage bears interest at a rate of 4.625 % per year for the initial 5-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $27. As December 31, 2021, mortgage payable, net of unamortized loan fees of $3,217 was $329,283.

 

NOTE 6: MEMBER’S DEFICIT

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-561

 

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $153,828 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $147,851 to the Manager, which is non-interest bearing with no stated repayment terms. During the period ended December 31, 2021, the Series received a deemed contribution from the Manager of $5,476 in exchange for forgiveness of amounts previously due.

 

NOTE 8: INCOME TAXES  

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series  had net deferred tax assets before valuation allowance of $2,215, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $2,215 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 25.55%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $8,671.

 

The Series’ policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of comprehensive loss. At inception, the Series had no unrecognized tax benefits and no charge during 2021, and accordingly, the Series did not recognize any interest or penalties during 2021 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2021.

 

The Series is not presently subject to any income tax audit in any taxing jurisdiction, though its 2021 tax year remains open to examination.

 

NOTE 9: SUBSEQUENT EVENTS

 

In  December 2021, the Manager offered for sale (“public offering”) 19,833 membership interests of Series Saddlebred, which closed in Q1 2022.

 

F-562

 

 

 

 

 

 

 

ARRIVED HOMES SERIES SCEPTER, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-563

 

 

ARRIVED HOMES SERIES SCEPTER, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-565
CONSOLIDATED BALANCE SHEET F-566
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-567
CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S EQUITY F-568
CONSOLIDATED STATEMENT OF CASH FLOWS F-569
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-570 to F-575

 

F-564

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Member of

Arrived Homes Series Scepter, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Scepter, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in member’s equity, and cash flows for the period September 21, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period September 21, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-565

 

 

ARRIVED HOMES SERIES SCEPTER, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $- 
Prepaid expenses   2,329 
Total current assets   2,329 
Property and equipment, net   271,490 
Deposits held by property management company   - 
Total assets  $273,819 
      
LIABILITIES AND MEMBER’S EQUITY     
Current liabilities:     
Accrued expenses  $357 
Due to related party   86,617 
Total current liabilities   86,974 
Tenant deposits   - 
Mortgage payable, net   186,845 
Total liabilities   273,819 
      
Member’s equity:     
Member’s capital   4,003 
Accumulated deficit   (4,003)
Total member’s equity   - 
Total liabilities and member’s equity  $273,819 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-566

 

 

ARRIVED HOMES SERIES SCEPTER, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD SEPTEMBER 21, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $- 
Total revenue   - 
      
Operating expenses     
Depreciation   1,079 
Insurance   182 
Management fees   - 
Repair and maintenance   - 
Property taxes   357 
Other operating expenses   745 
Total operating expenses   2,363 
      
Loss from operations   (2,363)
Interest expense   (1,640)
Net loss before income taxes   (4,003)
Provision for income taxes   - 
Net loss  $(4,003)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-567

 

 

ARRIVED HOMES SERIES SCEPTER, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S EQUITY

FOR THE PERIOD SEPTEMBER 21, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

           Total 
   Member’s   Accumulated   Member’s 
   Capital   Deficit   Equity 
Balance at September 21, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   -    -    - 
Deemed contribution from Manager   4,003    -    4,003 
Distributions   -    -    - 
Net loss   -    (4,003)   (4,003)
Balance at December 31, 2021  $4,003   $(4,003)  $0 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-568

 

 

ARRIVED HOMES SERIES SCEPTER, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD SEPTEMBER 21, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(4,003)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   1,079 
Amortization   12 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (2,329)
Accrued expenses   357 
Due to related party   4,884 
Net cash provided by operating activities   - 
Net change in cash   - 
Cash at beginning of period  $- 
Cash at end of year  $- 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $1,640 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $91,501 
Acquisition of property  $272,569 
Mortgage payable for acquisition of property  $189,000 
Deemed contribution from Manager  $4,003 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-569

 

 

ARRIVED HOMES SERIES SCEPTER, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Scepter, a series of Arrived Homes, LLC, (“Series Scepter”) was formed on September 21, 2021 under the laws of Delaware. On October 12, 2021, the Arrived AZ Scepter, LLC completed the acquisition of the Scepter property. The acquisition of the Scepter property was funded through an initial mortgage in the amount of $189,000 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Scepter property is being held by Arrived AZ Scepter, LLC, an Arizona limited liability company and wholly owned subsidiary of the Series.

 

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however; the Series may adopt accounting standards based on the effective dates for public entities.

  

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived AZ Scepter, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to members’ equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

F-570

 

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

F-571

 

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

The Series recognizes rental revenue on a monthly basis when earned.

 

F-572

 

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-573

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $178,069 
Land   94,500 
Total   272,569 
Less: Accumulated depreciation   (1,079)
Property and equipment, net  $271,490 

 

Depreciation expense was $1,079 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Scepter property, the Series entered into a mortgage with Certain Lending Bank for a principal of $189,000, including loan fees of $2,168. The mortgage bears interest at a rate of 3.875% per year for the initial 7-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $12. As December 31, 2021, mortgage payable, net of unamortized loan fees of $2,155 was $186,845.

 

NOTE 6: MEMBER’S EQUITY

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-574

 

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $91,501 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $86,617 to the Manager, which is non-interest bearing with no stated repayment terms. During the period ended December 31, 2021, the Series received a deemed contribution from the Manager of $4,003 in exchange for forgiveness of amounts previously due.

 

NOTE 8: INCOME TAXES  

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series  had net deferred tax assets before valuation allowance of $1,307, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $1,307 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 25.9%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $4,003.

 

The Series’ policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of comprehensive loss. At inception, the Series had no unrecognized tax benefits and no charge during 2021, and accordingly, the Series did not recognize any interest or penalties during 2021 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2021.

 

The Series is not presently subject to any income tax audit in any taxing jurisdiction, though its 2021 tax year remains open to examination.

 

NOTE 9: SUBSEQUENT EVENTS

 

In  January 2022, the Manager offered for sale (“public offering”) 11,757 membership interests of Series Scepter, which closed in Q1 2022.

 

F-575

 

 

 

 

 

 

 

ARRIVED HOMES SERIES SUGAR, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-576

 

 

ARRIVED HOMES SERIES SUGAR, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-578
CONSOLIDATED BALANCE SHEET F-579
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-580
CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT F-581
CONSOLIDATED STATEMENT OF CASH FLOWS F-582
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-583 to F-588

 

F-577

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Member of

Arrived Homes Series Sugar, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Sugar, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in member’s deficit, and cash flows for the period June 17, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period June 17, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-578

 

 

ARRIVED HOMES SERIES SUGAR, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $3,105 
Prepaid expenses   2,790 
Total current assets   5,895 
Property and equipment, net   309,169 
Deposits held by property management company   3,590 
Total assets  $318,654 
      
LIABILITIES AND MEMBER’S DEFICIT     
Current liabilities:     
Accrued expenses  $1,753 
Due to related party   117,434 
Total current liabilities   119,187 
Tenant deposits   3,590 
Mortgage payable, net   198,781 
Total liabilities   321,558 
      
Member’s deficit:     
Member’s capital   5,490 
Accumulated deficit   (8,394)
Total member’s deficit   (2,904)
Total liabilities and member’s deficit  $318,654 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-579

 

 

ARRIVED HOMES SERIES SUGAR, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD JUNE 17, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $7,238 
Total revenue   7,238 
      
Operating expenses     
Depreciation   3,566 
Insurance   367 
Management fees   579 
Repair and maintenance   2,397 
Property taxes   647 
Other operating expenses   4,147 
Total operating expenses   11,703 
      
Loss from operations   (4,465)
Interest expense   (3,929)
Net loss before income taxes   (8,394)
Provision for income taxes   - 
Net loss  $(8,394)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-580

 

 

ARRIVED HOMES SERIES SUGAR, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT

FOR THE PERIOD JUNE 17, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

           Total 
   Member’s   Accumulated   Member’s 
   Capital   Deficit   Deficit 
Balance at June 17, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   -    -    - 
Deemed contribution from Manager   5,490    -    5,490 
Distributions   -    -    - 
Net loss   -    (8,394)   (8,394)
Balance at December 31, 2021  $5,490   $(8,394)  $(2,904)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-581

 

 

ARRIVED HOMES SERIES SUGAR, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD JUNE 17, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(8,394)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   3,566 
Amortization   46 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (2,790)
Accrued expenses   1,753 
Due to related party   8,924 
Net cash provided by operating activities   3,105 
Net change in cash   3,105 
Cash at beginning of period  $- 
Cash at end of year  $3,105 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $3,929 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $126,358 
Acquisition of property  $312,735 
Mortgage payable for acquisition of property  $201,500 
Deemed contribution from Manager  $5,490 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-582

 

 

ARRIVED HOMES SERIES SUGAR, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Sugar, a series of Arrived Homes, LLC, (“Series Sugar”) was formed on June 17, 2021 under the laws of Delaware. On July 7, 2021, the Arrived SC Sugar, LLC completed the acquisition of the Sugar property. The acquisition of the Sugar property was funded through an initial mortgage in the amount of $201,500 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Sugar property is being held by Arrived SC Sugar, LLC, a South Carolina limited liability company and wholly owned subsidiary of the Series.

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements; however, the Series may adopt accounting standards based on the effective dates for public entities.

  

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived SC Sugar, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to members’ equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

F-583

 

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

F-584

 

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

The Series recognizes rental revenue on a monthly basis when earned.

 

F-585

 

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-586

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $235,235 
Land   77,500 
Total   312,735 
Less: Accumulated depreciation   (3,566)
Property and equipment, net  $309,169 

 

Depreciation expense was $3,566 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Sugar property, the Series entered into a mortgage with Certain Lending Bank for a principal of $201,500, including loan fees of $2,765. The mortgage bears interest at a rate of 4.625% per year for the initial 5-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $46. As December 31, 2021, mortgage payable, net of unamortized loan fees of $2,719 was $198,781.

 

NOTE 6: MEMBER’S DEFICIT

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

 The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-587

 

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $126,358 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $117,434 to the Manager, which is non-interest bearing with no stated repayment terms. During the period ended December 31, 2021, the Series received a deemed contribution from the Manager of $5,490 in exchange for forgiveness of amounts previously due.

 

NOTE 8: INCOME TAXES  

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series  had net deferred tax assets before valuation allowance of $2,182, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $2,182 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 26%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $8,394.

 

The Series’ policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of comprehensive loss. At inception, the Series had no unrecognized tax benefits and no charge during 2021, and accordingly, the Series did not recognize any interest or penalties during 2021 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2021.

 

The Series is not presently subject to any income tax audit in any taxing jurisdiction, though its 2021 tax year remains open to examination.

 

NOTE 9: SUBSEQUENT EVENTS

 

In  December 2021, the Manager offered for sale (“public offering”) 14,706 membership interests of Series Sugar, which closed in Q1 2022.

 

F-588

 

 

 

 

 

 

 

ARRIVED HOMES SERIES WESTCHESTER, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-589

 

 

ARRIVED HOMES SERIES WESTCHESTER, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-591
CONSOLIDATED BALANCE SHEET F-592
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-593
CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT F-594
CONSOLIDATED STATEMENT OF CASH FLOWS F-595
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-596 to F-601

 

F-590

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Member of

Arrived Homes Series Westchester, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Westchester, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in member’s deficit, and cash flows for the period June 30, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period June 30, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-591

 

 

ARRIVED HOMES SERIES WESTCHESTER, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $1,483 
Prepaid expenses   4,448 
Total current assets   5,931 
Property and equipment, net   338,885 
Deposits held by property management company   3,397 
Total assets  $348,213 
      
LIABILITIES AND MEMBER’S DEFICIT     
Current liabilities:     
Accrued expenses  $3,138 
Due to related party   146,041 
Total current liabilities   149,179 
Tenant deposits   3,119 
Mortgage payable, net   196,207 
Total liabilities   348,505 
      
Member’s deficit:     
Member’s capital   5,640 
Accumulated deficit   (5,932)
Total member’s deficit   (292)
Total liabilities and member’s deficit  $348,213 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-592

 

 

ARRIVED HOMES SERIES WESTCHESTER, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD JUNE 30, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

  

Rental income  $6,922 
Total revenue   6,922 
      
Operating expenses     
Depreciation   3,906 
Insurance   357 
Management fees   554 
Repair and maintenance   267 
Property taxes   1,163 
Other operating expenses   2,728 
Total operating expenses   8,975 
      
Loss from operations   (2,053)
      
Interest expense   (3,879)
Net loss before income taxes   (5,932)
Provision for income taxes   - 
Net loss  $(5,932)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-593

 

 

ARRIVED HOMES SERIES WESTCHESTER, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT

FOR THE PERIOD JUNE 30, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

           Total 
   Member’s   Accumulated   Member’s 
   Capital   Deficit   Deficit 
             
Balance at June 30, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   -    -    - 
Deemed contribution from Manager   5,640    -    5,640 
Distributions   -    -    - 
Net loss   -    (5,932)   (5,932)
Balance at December 31, 2021  $5,640   $(5,932)  $(292)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-594

 

 

ARRIVED HOMES SERIES WESTCHESTER, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD JUNE 30, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(5,932)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   3,906 
Amortization   46 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (4,448)
Accrued expenses   3,138 
Due to related party   4,773 
Net cash provided by operating activities   1,483 
Net change in cash   1,483 
Cash at beginning of period  $- 
Cash at end of year  $1,483 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $3,879 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $150,814 
Acquisition of property  $342,791 
Mortgage payable for acquisition of property  $198,900 
Deemed contribution from Manager  $5,640 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-595

 

 

ARRIVED HOMES SERIES WESTCHESTER, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Westchester, a series of Arrived Homes, LLC, (“Series Westchester”) was formed on June 30, 2021 under the laws of Delaware. On July 15, 2021, the Arrived SC Westchester, LLC completed the acquisition of the Westchester property. The acquisition of the Westchester property was funded through an initial mortgage in the amount of $198,900 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Westchester property is being held by Arrived SC Westchester, LLC, a South Carolina limited liability company and wholly owned subsidiary of the Series.

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements; however, the Series may adopt accounting standards based on the effective dates for public entities.

  

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived SC Westchester, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to members’ equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

F-596

 

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

F-597

 

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

The Series recognizes rental revenue on a monthly basis when earned.

 

F-598

 

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-599

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $257,791 
Land   85,000 
Total   342,791 
Less: Accumulated depreciation   (3,906)
Property and equipment, net  $338,885 

 

Depreciation expense was $3,906 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Westchester property, the Series entered into a mortgage with Certain Lending Bank for a principal of $198,900, including loan fees of $2,739. The mortgage bears interest at a rate of 4.625% per year for the initial 5-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $46. As December 31, 2021, mortgage payable, net of unamortized loan fees of $2,693 was $196,207.

 

NOTE 6: MEMBER’S DEFICIT

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

 The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-600

 

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $150,814 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $146,041 to the Manager, which is non-interest bearing with no stated repayment terms. During the period ended December 31, 2021, the Series received a deemed contribution from the Manager of $5,640 in exchange for forgiveness of amounts previously due.

 

NOTE 8: INCOME TAXES  

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series  had net deferred tax assets before valuation allowance of $1,542, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $1,542 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 26%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $5,932.

 

The Series’ policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of comprehensive loss. At inception, the Series had no unrecognized tax benefits and no charge during 2021, and accordingly, the Series did not recognize any interest or penalties during 2021 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2021.

 

The Series is not presently subject to any income tax audit in any taxing jurisdiction, though its 2021 tax year remains open to examination.

 

NOTE 9: SUBSEQUENT EVENTS

 

In December 2021, the Manager offered for sale (“public offering”) 18,213 membership interests of Series Westchester, which closed in Q1 2022.

 

F-601

 

 

 

 

 

 

 

ARRIVED HOMES SERIES AMBER, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-602

 

 

ARRIVED HOMES SERIES AMBER, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-604
CONSOLIDATED BALANCE SHEET F-605
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-606
CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT F-607
CONSOLIDATED STATEMENT OF CASH FLOWS F-608
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-609 to F-614

 

F-603

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

  

To the Board of Members and the Member of

Arrived Homes Series Amber, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Amber, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in member’s deficit, and cash flows for the period September 2, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period September 2, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3.The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management. Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-604

 

 

ARRIVED HOMES SERIES AMBER, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET
December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $122 
Prepaid expenses   2,600 
Due from related party   - 
Total current assets   2,722 
Property and equipment, net   305,580 
Deposits held by property management company   - 
Total assets  $308,302 
LIABILITIES AND MEMBER’S DEFICIT     
Current liabilities:     
Accrued expenses  $524 
Due to related party   112,665 
Total current liabilities   113,189 
Tenant deposits   - 
Mortgage payable, net   198,593 
Total liabilities   311,782 
Member’s deficit:     
Member’s capital   - 
Accumulated deficit   (3,480)
Total member’s deficit   (3,480)
Total liabilities and member’s deficit  $308,302 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-605

 

 

ARRIVED HOMES SERIES AMBER, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD SEPTEMBER 2, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $- 
Total revenue   - 
Operating expenses     
Depreciation   701 
Insurance   106 
Management fees   - 
Repair and maintenance   1,311 
Property taxes   166 
Other operating expenses   500 
Total operating expenses   2,784 
Loss from operations   (2,784)
Interest expense   (696)
Net loss before income taxes   (3,480)
Provision for income taxes   - 
Net loss  $(3,480)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-606

 

 

ARRIVED HOMES SERIES AMBER, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT

FOR THE PERIOD SEPTEMBER 2, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

           Total 
   Member’s   Accumulated   Member’s 
   Capital   Deficit   Deficit 
             
Balance at September 2, 2021 (inception)  $          -   $-   $- 
Issuance of membership interests, net of offering costs   -    -    - 
Deemed contribution from Manager   -    -    - 
Distributions   -    -    - 
Net loss   -    (3,480)   (3,480)
Balance at December 31, 2021  $-   $(3,480)  $(3,480)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-607

 

 

ARRIVED HOMES SERIES AMBER, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD SEPTEMBER 2, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(3,480)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   701 
Amortization   6 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (2,600)
Accrued expenses   524 
Due to related party   4,971 
Net cash provided by operating activities   122 
Net change in cash   122 
Cash at beginning of period  $- 
Cash at end of year  $122 
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $696 
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $117,636 
Acquisition of property  $307,684 
Mortgage payable for acquisition of property  $200,830 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-608

 

 

ARRIVED HOMES SERIES AMBER, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Amber, a series of Arrived Homes, LLC, (“Series Amber”) was formed on September 2, 2021 under the laws of Delaware. On September 29, 2021, the Arrived NC Amber, LLC completed the acquisition of the Amber property. The acquisition of the Amber property was funded through an initial mortgage in the amount of $200,830 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Amber property is being held by Arrived NC Amber, LLC, a North Carolina limited liability company and wholly owned subsidiary of the Series.

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Series may adopt accounting standards based on the effective dates for public entities.

 

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived NC Amber, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to member’s equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

F-609

 

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

F-610

 

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or

(c)cause additional interests to be issued in the Series in order to cover such additional amounts.

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

Identification of a contract with a customer;

 

Identification of the performance obligations in the contract;

 

Determination of the transaction price;

 

Allocation of the transaction price to the performance obligations in the contract; and

 

Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

The Series recognizes rental revenue on a monthly basis when earned.

 

F-611

 

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-612

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $231,434 
Land   76,250 
Total   307,684 
Less: Accumulated depreciation   (2,104)
Property and equipment, net  $305,580 

 

Depreciation expense was $701 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Amber property, the Series entered into a mortgage with Certain Lending Bank for a principal of $200,830, including loan fees of $2,256. The mortgage bears interest at a rate of 3.875% per year for the initial 7-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $19. As December 31, 2021, mortgage payable, net of unamortized loan fees of $2,237 was $198,593.

 

NOTE 6: MEMBER’S DEFICIT

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-613

 

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $117,636 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $112,665 to the Manager, which is non-interest bearing with no stated repayment terms.

 

NOTE 8: INCOME TAXES

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $818, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $818 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 23.5%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $3,480.

 

The Series’ policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of comprehensive loss. At inception, the Series had no unrecognized tax benefits and no charge during 2021, and accordingly, the Series did not recognize any interest or penalties during 2021 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2021.

 

The Series is not presently subject to any income tax audit in any taxing jurisdiction, though its 2021 tax year remains open to examination.

 

NOTE 9: SUBSEQUENT EVENTS

 

In December 2021, the Manager offered for sale (“public offering”) 14,553 membership interests of Series Amber, which closed in Q1 2022.

 

F-614

 

 

 

 

 

 

 

ARRIVED HOMES SERIES BAYSIDE, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

 

F-615

 

 

ARRIVED HOMES SERIES BAYSIDE, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-617
CONSOLIDATED BALANCE SHEET F-618
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-619
CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT F-620
CONSOLIDATED STATEMENT OF CASH FLOWS F-621
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-622 to F-627

 

F-616

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Member of

Arrived Homes Series Bayside, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Bayside, a series of Arrived Homes, LLC (the "Series") as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in member’s deficit, and cash flows for the period June 17, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the "consolidated financial statements").  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period June 17, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management's plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

F-617

 

 

ARRIVED HOMES SERIES BAYSIDE, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $3,337 
Prepaid expenses   3,463 
Due from related party   - 
Total current assets   6,800 
Property and equipment, net   254,675 
Deposits held by property management company   2,935 
Total assets  $264,410 
LIABILITIES AND MEMBER'S DEFICIT     
Current liabilities:     
Accrued expenses  $2,374 
Due to related party   96,372 
Total current liabilities   98,746 
Tenant deposits   2,619 
Mortgage payable, net   163,383 
Total liabilities   264,748 
Member's deficit:     
Member's capital   - 
Accumulated deficit   (338)
Total member's deficit   (338)
Total liabilities and member's deficit  $264,410 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-618

 

 

ARRIVED HOMES SERIES BAYSIDE, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD JUNE 17, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $2,095 
Total revenue   2,095 
Operating expenses     
Depreciation   587 
Insurance   87 
Management fees   168 
Repair and maintenance   263 
Property taxes   165 
Other operating expenses   517 
Total operating expenses   1,787 
Income from operations   308 
Interest expense   (646)
Net loss before income taxes   (338)
Provision for income taxes   - 
Net loss  $(338)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-619

 

 

ARRIVED HOMES SERIES BAYSIDE, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT

FOR THE PERIOD JUNE 17, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

           Total 
   Member's   Accumulated   Member's 
   Capital   Deficit   Deficit 
Balance at June 17, 2021 (inception)  $          -   $     -   $- 
Issuance of membership interests, net of offering costs   -    -    - 
Distributions   -    -    - 
Net loss   -    (338)   (338)
Balance at December 31, 2021  $-   $(338)  $(338)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-620

 

 

ARRIVED HOMES SERIES BAYSIDE, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD JUNE 17, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(338)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   587 
Amortization   7 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (3,463)
Accrued expenses   2,374 
Due to related party   4,170 
Net cash provided by operating activities   3,337 
Net change in cash   3,337 
Cash at beginning of period  $- 
Cash at end of year  $3,337 
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $646 
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $100,542 
Acquisition of property  $257,613 
Mortgage payable for acquisition of property  $165,750 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-621

 

 

ARRIVED HOMES SERIES BAYSIDE, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Bayside, a series of Arrived Homes, LLC, (“Series Bayside") was formed on June 17, 2021 under the laws of Delaware. On July 16, 2021, the Arrived SC Bayside, LLC completed the acquisition of the Bayside property. The acquisition of the Bayside property was funded through an initial mortgage in the amount of $165,750 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the "Manager"). The Bayside property is being held by Arrived SC Bayside, LLC, a South Carolina limited liability company and wholly owned subsidiary of the Series.

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Series may adopt accounting standards based on the effective dates for public entities.

  

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived SC Bayside, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to member’s equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

F-622

 

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

F-623

 

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

The Series recognizes rental revenue on a monthly basis when earned.

 

F-624

 

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-625

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $193,863 
Land   63,750 
Total   257,613 
Less: Accumulated depreciation   (2,937)
Property and equipment, net  $254,675 

 

Depreciation expense was $587 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Bayside property, the Series entered into a mortgage with Certain Lending Bank for a principal of $165,750, including loan fees of $2,408. The mortgage bears interest at a rate of 4.625% per year for the initial 5-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series' property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $40. As December 31, 2021, mortgage payable, net of unamortized loan fees of $2,367 was $163,383.

 

NOTE 6: MEMBER’S DEFICIT

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-626

 

 

NOTE 7: RELATED PARTY TRANSACTION

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $100,542 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $96,372 to the Manager, which is non-interest bearing with no stated repayment terms.

 

NOTE 8: INCOME TAXES  

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $88, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $88 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 26%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $338.

 

The Series’ policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of comprehensive loss. At inception, the Series had no unrecognized tax benefits and no charge during 2021, and accordingly, the Series did not recognize any interest or penalties during 2021 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2021.

 

The Series is not presently subject to any income tax audit in any taxing jurisdiction, though its 2021 tax year remains open to examination.

 

NOTE 9: SUBSEQUENT EVENTS

 

In December 2021, the Manager offered for sale ("public offering") 12,305 membership interests of Series Bayside, which closed in Q1 2022.

 

F-627

 

 

 

 

 

 

 

ARRIVED HOMES SERIES BUTTER, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-628

 

 

ARRIVED HOMES SERIES BUTTER, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-630
CONSOLIDATED BALANCE SHEET F-631
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME F-632
CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S EQUITY F-633
CONSOLIDATED STATEMENT OF CASH FLOWS F-634
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-635 to F-640

 

F-629

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Member of

Arrived Homes Series Butter, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Butler, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive income, changes in member’s equity, and cash flows for the period September 2, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period September 2, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-630

 

 

ARRIVED HOMES SERIES BUTTER, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $- 
Prepaid expenses   3,525 
Due from related party   - 
Total current assets   3,525 
Property and equipment, net   379,693 
Deposits held by property management company   525 
Total assets  $383,743 
      
LIABILITIES AND MEMBER’S EQUITY     
Current liabilities:     
Accrued expenses  $640 
Due to related party   123,388 
Total current liabilities   124,028 
Tenant deposits   - 
Mortgage payable, net   259,715 
Total liabilities   383,743 
Member’s equity:     
Member’s capital   - 
Accumulated deficit   - 
Total member’s equity   - 
Total liabilities and member’s equity  $383,743 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-631

 

 

ARRIVED HOMES SERIES BUTTER, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD SEPTEMBER 2, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

 

Rental income  $- 
Total revenue   - 
      
Operating expenses     
Depreciation   - 
Insurance   - 
Management fees   - 
Repair and maintenance   - 
Property taxes   - 
Other operating expenses   - 
Total operating expenses   - 
      
Income from operations   - 
Interest expense   - 
Net income before income taxes   - 
Provision for income taxes   - 
Net income  $- 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-632

 

 

ARRIVED HOMES SERIES BUTTER, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S EQUITY

FOR THE PERIOD SEPTEMBER 2, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

           Total 
   Member’s  Accumulated   Member’s 
   Capital  Deficit   Equity 
Balance at September 2, 2021 (inception)  $           -   $        -   $            - 
Issuance of membership interests, net of offering costs   -    -    - 
Deemed contribution from Manager   -    -    - 
Distributions   -    -    - 
Net income   -    -    - 
Balance at December 31, 2021  $-   $-   $- 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-633

 

 

ARRIVED HOMES SERIES BUTTER, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD SEPTEMBER 2, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net income  $- 
Adjustments to reconcile net income to net cash provided by operating activities:     
Depreciation   - 
Amortization   - 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (3,525)
Accrued expenses   640 
Due to related party   2,885 
Net cash provided by operating activities   - 
Net change in cash   - 
Cash at beginning of period  $- 
Cash at end of year  $- 
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $- 
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $126,273 
Acquisition of property  $380,558 
Mortgage payable for acquisition of property  $262,426 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-634

 

 

ARRIVED HOMES SERIES BUTTER, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Butter, a series of Arrived Homes, LLC, (“Series Butter”) was formed on September 2, 2021 under the laws of Delaware. On November 19, 2021, the Arrived SC Butter, LLC completed the acquisition of the Butter property. The acquisition of the Butter property was funded through an initial mortgage in the amount of $262,426 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Butter property is being held by Arrived SC Butter, LLC, a South Carolina limited liability company and wholly owned subsidiary of the Series.

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Series may adopt accounting standards based on the effective dates for public entities.

  

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived SC Butter, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to member’s equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

F-635

 

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

F-636

 

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive income.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

The Series recognizes rental revenue on a monthly basis when earned.

 

F-637

 

 

Comprehensive Income

 

The Series follows FASB ASC 220 in reporting comprehensive income. Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. Since the Series has no items of other comprehensive income, comprehensive income is equal to net income.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-638

 

 

 NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $286,835 
Land   93,724 
Total   380,558 
Less: Accumulated depreciation   (865)
Property and equipment, net  $379,693 

 

Depreciation expense was $0 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Butter property, the Series entered into a mortgage with Certain Lending Bank for a principal of $262,426, including loan fees of $2,711. The mortgage bears interest at a rate of 3.875% per year for the initial 7-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $0. As December 31, 2021, mortgage payable, net of unamortized loan fees of $2,711 was $259,715.

 

NOTE 6: MEMBER’S EQUITY

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

 The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-639

 

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $126,273 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $123,388 to the Manager, which is non-interest bearing, with no stated repayment terms.

 

NOTE 8: INCOME TAXES  

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $0, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $0 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 26%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $0.

 

The Series’ policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of comprehensive income. At inception, the Series had no unrecognized tax benefits and no charge during 2021, and accordingly, the Series did not recognize any interest or penalties during 2021 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2021.

 

The Series is not presently subject to any income tax audit in any taxing jurisdiction, though its 2021 tax year remains open to examination.

 

NOTE 9: SUBSEQUENT EVENTS

 

In January 2022, the Manager offered for sale (“public offering”) 16,107 membership interests of Series Butter, which closed in Q1 2022.

 

F-640

 

 

 

 

 

 

 

ARRIVED HOMES SERIES COATBRIDGE, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-641

 

 

ARRIVED HOMES SERIES COATBRIDGE, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-643
CONSOLIDATED BALANCE SHEET F-644
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-645
CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT F-646
CONSOLIDATED STATEMENT OF CASH FLOWS F-647
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-648 to F-653

 

F-642

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Member of

Arrived Homes Series Coatbridge, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Coatbridge, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in member’s deficit, and cash flows for the period June 16, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period June 16, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-643

 

 

ARRIVED HOMES SERIES COATBRIDGE, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $1,460 
Accounts receivable   1,336 
Prepaid expenses   3,039 
Due from related party   - 
Total current assets   5,835 
Property and equipment, net   269,537 
Deposits held by property management company   3,993 
Total assets  $279,365 
      
LIABILITIES AND MEMBER’S DEFICIT     
Current liabilities:     
Accrued expenses  $2,431 
Due to related party   103,495 
Total current liabilities   105,926 
Tenant deposits   2,993 
Mortgage payable, net   173,037 
Total liabilities   281,956 
      
Member’s deficit:     
      
Member’s capital   - 
Accumulated deficit   (2,591)
Total member’s deficit   (2,591)
Total liabilities and member’s deficit  $279,365 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-644

 

 

ARRIVED HOMES SERIES COATBRIDGE, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD JUNE 16, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $1,995 
Total revenue   1,995 
      
Operating expenses     
Depreciation   622 
Insurance   69 
Management fees   132 
Repair and maintenance   2,365 
Property taxes   178 
Other operating expenses   537 
Total operating expenses   3,903 
      
Loss from operations   (1,908)
      
Interest expense   (683)
Net loss before income taxes   (2,591)
Provision for income taxes   - 
Net loss  $(2,591)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-645

 

 

ARRIVED HOMES SERIES COATBRIDGE, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT

FOR THE PERIOD JUNE 16, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

           Total 
   Member’s   Accumulated   Member’s 
   Capital   Deficit   Deficit 
Balance at June 16, 2021 (inception)  $           -   $             -   $                  - 
Issuance of membership interests, net of offering costs   -    -    - 
Distributions   -    -    - 
Net loss   -    (2,591)   (2,591)
Balance at December 31, 2021  $-   $(2,591)  $(2,591)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-646

 

 

ARRIVED HOMES SERIES COATBRIDGE, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD JUNE 16, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(2,591)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   622 
Amortization   7 
Changes in operating assets and liabilities     
Accounts receivable   (1,336)
Prepaid expenses   (3,039)
Accrued expenses   2,431 
Due to related party   5,366 
Net cash provided by operating activities   1,460 
Net change in cash   1,460 
Cash at beginning of period  $- 
Cash at end of year  $1,460 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $683 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $108,861 
Acquisition of property  $272,645 
Mortgage payable for acquisition of property  $175,500 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-647

 

 

ARRIVED HOMES SERIES COATBRIDGE, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Coatbridge, a series of Arrived Homes, LLC, (“Series Coatbridge”) was formed on June 16, 2021 under the laws of Delaware. On July 1, 2021, the Arrived SC Coatbridge, LLC completed the acquisition of the Coatbridge property. The acquisition of the Coatbridge property was funded through an initial mortgage in the amount of $175,500 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Coatbridge property is being held by Arrived SC Coatbridge, LLC, a South Carolina limited liability company and wholly owned subsidiary of the Series.

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Series may adopt accounting standards based on the effective dates for public entities.

  

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived SC Coatbridge, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to member’s equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

F-648

 

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

F-649

 

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

Identification of a contract with a customer;

 

Identification of the performance obligations in the contract;

 

Determination of the transaction price;

 

Allocation of the transaction price to the performance obligations in the contract; and

 

Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

F-650

 

 

The Series recognizes rental revenue on a monthly basis when earned.

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-651

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $205,145 
Land   67,500 
Total   272,645 
Less: Accumulated depreciation   (3,108)
Property and equipment, net  $269,537 

 

Depreciation expense was $622 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Coatbridge property, the Series entered into a mortgage with Certain Lending Bank for a principal of $175,500, including loan fees of $2,505. The mortgage bears interest at a rate of 4.625% per year for the initial 5-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $42. As December 31, 2021, mortgage payable, net of unamortized loan fees of $2,463 was $173,037.

 

NOTE 6: MEMBER’S DEFICIT

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

 The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-652

 

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $108,861 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $103,495 to the Manager, which is non-interest bearing, with no stated repayment terms.

 

NOTE 8: INCOME TAXES  

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $674, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $674 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 26%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $2,591.

 

The Series’ policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of comprehensive loss. At inception, the Series had no unrecognized tax benefits and no charge during 2021, and accordingly, the Series did not recognize any interest or penalties during 2021 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2021.

 

The Series is not presently subject to any income tax audit in any taxing jurisdiction, though its 2021 tax year remains open to examination.

 

NOTE 9: SUBSEQUENT EVENTS

 

In December 2021, the Manager offered for sale (“public offering”) 13,100 membership interests of Series Coatbridge, which closed in Q1 2022.

 

F-653

 

 

 

 

 

 

 

ARRIVED HOMES SERIES DAWSON, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-654

 

 

ARRIVED HOMES SERIES DAWSON, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536)   F-656
CONSOLIDATED BALANCE SHEET   F-657
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS   F-658
CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT   F-659
CONSOLIDATED STATEMENT OF CASH FLOWS   F-660
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   F-661 to F-666

 

F-655

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Board of Members and the Member of

Arrived Homes Series Dawson, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Dawson, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in member’s deficit, and cash flows for the period June 16, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period June 16, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-656

 

 

ARRIVED HOMES SERIES DAWSON, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $4,852 
Prepaid expenses   2,502 
Due from related party   - 
Total current assets   7,354 
Property and equipment, net   224,952 
Deposits held by property management company   1,695 
Total assets  $234,001 
      
LIABILITIES AND MEMBER’S DEFICIT     
Current liabilities:     
Accrued expenses  $1,522 
Due to related party   88,229 
Total current liabilities   89,751 
Tenant deposits   1,695 
Mortgage payable, net   144,074 
Total liabilities   235,520 
      
Member’s deficit:     
Member’s capital   - 
Accumulated deficit   (1,519)
Total member’s deficit   (1,519)
Total liabilities and member’s deficit  $234,001 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-657

 

 

ARRIVED HOMES SERIES DAWSON, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD JUNE 16, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $1,695 
Total revenue   1,695 
      
Operating expenses     
Depreciation   519 
Insurance   95 
Management fees   136 
Repair and maintenance   1,275 
Property taxes   94 
Other operating expenses   525 
Total operating expenses   2,644 
      
Loss from operations   (949)
      
Interest expense   (570)
Net loss before income taxes   (1,519)
Provision for income taxes   - 
Net loss  $(1,519)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-658

 

 

ARRIVED HOMES SERIES DAWSON, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT

FOR THE PERIOD JUNE 16, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

           Total 
   Member’s   Accumulated   Member’s 
   Capital   Deficit   Deficit 
Balance at June 16, 2021 (inception)  $          -   $    -   $   - 
Issuance of membership interests, net of offering costs   -    -    - 
Distributions   -    -    - 
Net loss   -    (1,519)   (1,519)
Balance at December 31, 2021  $-   $(1,519)  $(1,519)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-659

 

 

ARRIVED HOMES SERIES DAWSON, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD JUNE 16, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(1,519)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   519 
Amortization   6 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (2,502)
Accrued expenses   1,522 
Due to related party   6,826 
Net cash provided by operating activities   4,852 
Net change in cash   4,852 
Cash at beginning of period  $- 
Cash at end of year  $4,852 
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $570 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $95,055 
Acquisition of property  $227,548 
Mortgage payable for acquisition of property  $146,250 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-660

 

 

ARRIVED HOMES SERIES DAWSON, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Dawson, a series of Arrived Homes, LLC, (“Series Dawson”) was formed on June 16, 2021 under the laws of Delaware. On July 6, 2021, the Arrived SC Dawson, LLC completed the acquisition of the Dawson property. The acquisition of the Dawson property was funded through an initial mortgage in the amount of $146,250 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Dawson property is being held by Arrived SC Dawson, LLC, a South Carolina limited liability company and wholly owned subsidiary of the Series.

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Series may adopt accounting standards based on the effective dates for public entities.

  

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived SC Dawson, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to member’s equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

F-661

 

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

F-662

 

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

F-663

 

 

The Series recognizes rental revenue on a monthly basis when earned.

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-664

 

 

 NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $171,298 
Land   56,250 
Total   227,548 
Less: Accumulated depreciation   (2,595)
Property and equipment, net  $224,952 

 

Depreciation expense was $519 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Dawson property, the Series entered into a mortgage with Certain Lending Bank for a principal of $146,250, including loan fees of $2,213. The mortgage bears interest at a rate of 4.625% per year for the initial 5-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $37. As December 31, 2021, mortgage payable, net of unamortized loan fees of $2,176 was $144,074.

 

NOTE 6: MEMBER’S DEFICIT

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-665

 

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $95,055 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $88,229 to the Manager, which is non-interest bearing, with no stated repayment terms.

 

NOTE 8: INCOME TAXES  

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $395, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $395 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 26%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $1,519.

 

The Series’ policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of comprehensive loss. At inception, the Series had no unrecognized tax benefits and no charge during 2021, and accordingly, the Series did not recognize any interest or penalties during 2021 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2021.

 

The Series is not presently subject to any income tax audit in any taxing jurisdiction, though its 2021 tax year remains open to examination.

 

NOTE 9: SUBSEQUENT EVENTS

 

In December 2021, the Manager offered for sale (“public offering”) 10,974 membership interests of Series Dawson, which closed in Q1 2022.

 

F-666

 

 

 

 

 

 

 

ARRIVED HOMES SERIES DIABLO, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-667

 

 

ARRIVED HOMES SERIES DIABLO, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

     
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536)   F-669
CONSOLIDATED BALANCE SHEET   F-670
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME   F-671
CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S EQUITY   F-672
CONSOLIDATED STATEMENT OF CASH FLOWS   F-673
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   F-674 to F-679

 

F-668

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Member of

Arrived Homes Series Diablo, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Diablo, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive income, changes in member’s equity, and cash flows for the period December 1, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period December 1, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-669

 

 

ARRIVED HOMES SERIES DIABLO, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $- 
Prepaid expenses   1,926 
Due from related party   - 
Total current assets   1,926 
Property and equipment, net   299,193 
Deposits held by property management company   - 
Total assets  $301,119 
LIABILITIES AND MEMBER’S EQUITY     
Current liabilities:     
Accrued expenses  $436 
Due to related party   95,092 
Total current liabilities   95,528 
Tenant deposits   - 
Mortgage payable, net   205,591 
Total liabilities   301,119 
Member’s equity:     
Member’s capital   - 
Accumulated deficit   - 
Total member’s equity   - 
Total liabilities and member’s equity  $301,119 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-670

 

 

ARRIVED HOMES SERIES DIABLO, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD DECEMBER 1, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $- 
Total revenue   - 
Operating expenses     
Depreciation   - 
Insurance   - 
Management fees   - 
Repair and maintenance   - 
Property taxes   - 
Other operating expenses   - 
Total operating expenses   - 
Income from operations   - 
Interest expense   - 
Net income before income taxes   - 
Provision for income taxes   - 
Net income  $- 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-671

 

 

ARRIVED HOMES SERIES DIABLO, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S EQUITY

FOR THE PERIOD DECEMBER 1, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

           Total 
   Member’s  Accumulated   Member’s  
   Capital   Deficit   Equity 
Balance at December 1, 2021 (inception)  $         -   $         -   $         - 
Issuance of membership interests, net of offering costs   -    -    - 
Distributions   -    -    - 
Net income   -    -    - 
Balance at December 31, 2021  $-   $-   $- 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-672

 

 

ARRIVED HOMES SERIES DIABLO, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD DECEMBER 1, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net income  $- 
Adjustments to reconcile net income to net cash provided by operating activities:     
Depreciation   - 
Amortization   - 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (1,926)
Accrued expenses   436 
Due to related party   1,490 
Net cash provided by operating activities   - 
Net change in cash   - 
Cash at beginning of period  $- 
Cash at end of year  $- 
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $- 
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $96,582 
Acquisition of property  $299,193 
Mortgage payable for acquisition of property  $207,900 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-673

 

 

ARRIVED HOMES SERIES DIABLO, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Diablo, a series of Arrived Homes, LLC, (“Series Diablo”) was formed on December 1, 2021 under the laws of Delaware. On December 27, 2021, the Arrived AZ Diablo, LLC completed the acquisition of the Diablo property. The acquisition of the Diablo property was funded through an initial mortgage in the amount of $207,900 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Diablo property is being held by Arrived AZ Diablo, LLC, an Arizona limited liability company and wholly owned subsidiary of the Series.

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Series may adopt accounting standards based on the effective dates for public entities.

  

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived AZ Diablo, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

   Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to member’s equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

F-674

 

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

F-675

 

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

The Series recognizes rental revenue on a monthly basis when earned.

 

F-676

 

 

Comprehensive Income

 

The Series follows FASB ASC 220 in reporting comprehensive income. Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. Since the Series has no items of other comprehensive income, comprehensive income is equal to net income.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-677

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $195,243 
Land   103,950 
Total   299,193 
Less: Accumulated depreciation   - 
Property and equipment, net  $299,193 

 

Depreciation expense was $0 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Diablo property, the Series entered into a mortgage with Certain Lending Bank for a principal of $207,900, including loan fees of $2,309. The mortgage bears interest at a rate of 3.875% per year for the initial 7-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $0. As December 31, 2021, mortgage payable, net of unamortized loan fees of $2,309 was $205,591.

 

NOTE 6: MEMBER’S EQUITY

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

F-678

 

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $96,582 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $95,092 to the Manager, which is non-interest bearing, with no stated repayment terms.

 

NOTE 8: INCOME TAXES  

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $0, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $0 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 25.9%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $0.

 

The Series’ policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of comprehensive income. At inception, the Series had no unrecognized tax benefits and no charge during 2021, and accordingly, the Series did not recognize any interest or penalties during 2021 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2021.

 

The Series is not presently subject to any income tax audit in any taxing jurisdiction, though its 2021 tax year remains open to examination.

 

NOTE 9: SUBSEQUENT EVENTS

 

In January 2022, the Manager offered for sale (“public offering”) 12,900 membership interests of Series Diablo, which closed in Q1 2022.

 

F-679

 

 

 

 

 

 

 

ARRIVED HOMES SERIES DOLITTLE, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-680

 

 

ARRIVED HOMES SERIES DOLITTLE, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-682
CONSOLIDATED BALANCE SHEET F-683
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME F-684
CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S EQUITY F-685
CONSOLIDATED STATEMENT OF CASH FLOWS F-686
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-687 to F-692

 

F-681

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Member of

Arrived Homes Series Dolittle, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Dolittle, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive income, changes in member’s equity, and cash flows for the period September 2, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period September 2, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, PennsylvaniaMay 2, 2022

 

F-682

 

 

ARRIVED HOMES SERIES DOLITTLE, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $- 
Prepaid expenses   2,734 
Due from related party   - 
Total current assets   2,734 
Property and equipment, net   307,573 
Deposits held by property management company   25 
Total assets  $310,332 
LIABILITIES AND MEMBER’S EQUITY     
Current liabilities:     
Accrued expenses  $602 
Due to related party   104,453 
Total current liabilities   105,055 
Tenant deposits   - 
Mortgage payable, net   205,277 
Total liabilities   310,332 
Member’s equity:     
Member’s capital   - 
Accumulated deficit   - 
Total member’s equity   - 
Total liabilities and member’s equity  $310,332 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-683

 

 

ARRIVED HOMES SERIES DOLITTLE, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD SEPTEMBER 2, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $- 
Total revenue   - 
Operating expenses     
Depreciation   - 
Insurance   - 
Management fees   - 
Repair and maintenance   - 
Property taxes   - 
Other operating expenses   - 
Total operating expenses   - 
Income from operations   - 
Interest expense   - 
Net income before income taxes   - 
Provision for income taxes   - 
Net income  $- 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-684

 

 

ARRIVED HOMES SERIES DOLITTLE, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S EQUITY

FOR THE PERIOD SEPTEMBER 2, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

           Total 
   Member’s   Accumulated   Member’s 
   Capital   Deficit   Equity 
Balance at December 1, 2021 (inception)  $        -   $        -   $       - 
Issuance of membership interests, net of offering costs   -    -    - 
Distributions   -    -    - 
Net income   -    -    - 
Balance at December 31, 2021  $-   $-   $- 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-685

 

 

ARRIVED HOMES SERIES DOLITTLE, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD SEPTEMBER 2, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net income  $- 
Adjustments to reconcile net income to net cash provided by operating activities:     
Depreciation   - 
Amortization   - 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (2,734)
Accrued expenses   602 
Due to related party   2,132 
Net cash provided by operating activities   - 
Net change in cash   - 
Cash at beginning of period  $- 
Cash at end of year  $- 
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $- 
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $106,585 
Acquisition of property  $308,276 
Mortgage payable for acquisition of property  $207,577 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-686

 

 

ARRIVED HOMES SERIES DOLITTLE, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Dolittle, a series of Arrived Homes, LLC, (“Series Dolittle”) was formed on September 2, 2021 under the laws of Delaware. On November 10, 2021, the Arrived SC Dolittle, LLC completed the acquisition of the Dolittle property. The acquisition of the Dolittle property was funded through an initial mortgage in the amount of $213,061 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Dolittle property is being held by Arrived SC Dolittle, LLC, a South Carolina limited liability company and wholly owned subsidiary of the Series.

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Series may adopt accounting standards based on the effective dates for public entities.

  

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived SC Dolittle, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to member’s equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

F-687

 

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

F-688

 

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive income.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

The Series recognizes rental revenue on a monthly basis when earned.

 

F-689

 

 

Comprehensive Income

 

The Series follows FASB ASC 220 in reporting comprehensive income. Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. Since the Series has no items of other comprehensive income, comprehensive income is equal to net income.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-690

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $232,183 
Land   76,093 
Total   308,276 
Less: Accumulated depreciation   (704)
Property and equipment, net  $307,573 

 

Depreciation expense was $0 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Dolittle property, the Series entered into a mortgage with Certain Lending Bank for a principal of $207,577, including loan fees of $2,307. The mortgage bears interest at a rate of 3.875% per year for the initial 7-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $6. As December 31, 2021, mortgage payable, net of unamortized loan fees of $2,300 was $205,277.

 

NOTE 6: MEMBER’S EQUITY

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-691

 

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $106,585 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $104,453 to the Manager, which is non-interest bearing, with no stated repayment terms.

 

NOTE 8: INCOME TAXES  

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $0, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $0 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 26%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $0.

 

The Series’ policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of comprehensive income. At inception, the Series had no unrecognized tax benefits and no charge during 2021, and accordingly, the Series did not recognize any interest or penalties during 2021 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2021.

 

The Series is not presently subject to any income tax audit in any taxing jurisdiction, though its 2021 tax year remains open to examination.

 

NOTE 9: SUBSEQUENT EVENTS

 

In January 2022, the Manager offered for sale (“public offering”) 13,369 membership interests of Series Dolittle, which closed in Q1 2022.

 

F-692

 

 

 

 

 

 

 

ARRIVED HOMES SERIES ELM, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-693

 

 

ARRIVED HOMES SERIES ELM, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-695
CONSOLIDATED BALANCE SHEET F-696
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-697
CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT F-698
CONSOLIDATED STATEMENT OF CASH FLOWS F-699
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-700 to F-705

 

F-694

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Member of

Arrived Homes Series Elm, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Elm, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in member’s deficit, and cash flows for the period June 17, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period June 17, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-695

 

 

ARRIVED HOMES SERIES ELM, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $477 
Prepaid expenses   1,394 
Due from related party   - 
Total current assets   1,871 
Property and equipment, net   164,892 
Deposits held by property management company   3,504 
Total assets  $170,267 
      
LIABILITIES AND MEMBER’S DEFICIT     
Current liabilities:     
Accrued expenses  $747 
Due to related party   61,478 
Total current liabilities   62,225 
Tenant deposits   3,190 
Mortgage payable, net   105,713 
Total liabilities   171,128 
      
Member’s deficit:     
Member’s capital   - 
Accumulated deficit   (861)
Total member’s deficit   (861)
Total liabilities and member’s deficit  $170,267 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-696

 

 

ARRIVED HOMES SERIES ELM, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD JUNE 17, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

 

 

Rental income  $1,595 
Total revenue   1,595 
      
Operating expenses     
Depreciation   383 
Insurance   51 
Management fees   128 
Repair and maintenance   1,322 
Property taxes   - 
Other operating expenses   568 
Total operating expenses   2,452 
      
Loss from operations   (857)
Interest expense   (4)
      
Net loss before income taxes   (861)
Provision for income taxes   - 
Net loss  $(861)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-697

 

 

ARRIVED HOMES SERIES ELM, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT

FOR THE PERIOD JUNE 17, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

           Total 
   Member’s   Accumulated   Member’s 
   Capital   Deficit   Deficit 
Balance at June 17, 2021 (inception)  $                   -   $    -   $- 
Issuance of membership interests, net of offering costs   -    -    - 
Distributions   -    -    - 
Net loss   -    (861)   (861)
Balance at December 31, 2021  $-   $(861)  $(861)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-698

 

 

ARRIVED HOMES SERIES ELM, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD JUNE 17, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(861)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   383 
Amortization   4 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (1,394)
Accrued expenses   747 
Due to related party   1,598 
Net cash provided by operating activities   477 
Net change in cash   477 
Cash at beginning of period  $- 
Cash at end of year  $477 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $4 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $63,076 
Acquisition of property  $166,426 
Mortgage payable for acquisition of property  $107,250 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-699

 

 

ARRIVED HOMES SERIES ELM, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Elm, a series of Arrived Homes, LLC, (“Series Elm”) was formed on June 17, 2021 under the laws of Delaware. On August 16, 2021, the Arrived SC Elm, LLC completed the acquisition of the Elm property. The acquisition of the Elm property was funded through an initial mortgage in the amount of $107,250 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Elm property is being held by Arrived SC Elm, LLC, a South Carolina limited liability company and wholly owned subsidiary of the Series.

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Series may adopt accounting standards based on the effective dates for public entities.

 

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived SC Elm, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to member’s equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

F-700

 

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

F-701

 

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts.

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

The Series recognizes rental revenue on a monthly basis when earned.

 

F-702

 

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-703

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $125,176 
Land   41,250 
Total   166,426 
Less: Accumulated depreciation   (1,533)
Property and equipment, net  $164,892 

 

Depreciation expense was $383 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Elm property, the Series entered into a mortgage with Certain Lending Bank for a principal of $107,250, including loan fees of $1,554. The mortgage bears interest at a rate of 4.625% per year for the initial 5-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $17. As December 31, 2021, mortgage payable, net of unamortized loan fees of $1,537 was $105,713.

 

NOTE 6: MEMBER’S DEFICIT

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-704

 

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $63,076 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $61,478 to the Manager, which is non-interest bearing, with no stated repayment terms.

 

NOTE 8: INCOME TAXES  

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $224, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $224 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 26%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $861.

 

The Series’ policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of comprehensive loss. At inception, the Series had no unrecognized tax benefits and no charge during 2021, and accordingly, the Series did not recognize any interest or penalties during 2021 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2021.

 

The Series is not presently subject to any income tax audit in any taxing jurisdiction, though its 2021 tax year remains open to examination.

 

NOTE 9: SUBSEQUENT EVENTS

 

In December 2021, the Manager offered for sale (“public offering”) 8,210 membership interests of Series Elm, which closed in Q1 2022.

 

F-705

 

 

 

 

 

 

 

 

ARRIVED HOMES SERIES LENNOX, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-706

 

 

ARRIVED HOMES SERIES LENNOX, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-708
CONSOLIDATED BALANCE SHEET F-709
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-710
CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT F-711
CONSOLIDATED STATEMENT OF CASH FLOWS F-712
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-713 to F-718

 

F-707

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Member of

Arrived Homes Series Lennox, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Lennox, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in member’s deficit, and cash flows for the period June 16, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period June 16, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3.The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management. Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-708

 

 

ARRIVED HOMES SERIES LENNOX, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET
December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $4,431 
Prepaid expenses   2,028 
Due from related party   - 
Total current assets   6,459 
Property and equipment, net   215,051 
Deposits held by property management company   1,695 
Total assets  $223,205 
LIABILITIES AND MEMBER’S DEFICIT     
Current liabilities:     
Accrued expenses  $1,655 
Due to related party   84,097 
Total current liabilities   85,752 
Tenant deposits   1,695 
Mortgage payable, net   137,639 
Total liabilities   225,086 
Member’s deficit:     
Member’s capital   - 
Accumulated deficit   (1,881)
Total member’s deficit   (1,881)
Total liabilities and member’s deficit  $223,205 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-709

 

 

ARRIVED HOMES SERIES LENNOX, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD JUNE 16, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $1,695 
Total revenue   1,695 
Operating expenses     
Depreciation   496 
Insurance   55 
Management fees   136 
Repair and maintenance   1,775 
Property taxes   94 
Other operating expenses   475 
Total operating expenses   3,031 
Loss from operations   (1,336)
Interest expense   (545)
Net loss before income taxes   (1,881)
Provision for income taxes   - 
Net loss  $(1,881)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-710

 

 

ARRIVED HOMES SERIES LENNOX, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT

FOR THE PERIOD JUNE 16, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

  

           Total 
   Member’s   Accumulated   Member’s 
   Capital   Deficit   Deficit 
            
Balance at June 16, 2021 (inception)  $            -   $-   $- 
Issuance of membership interests, net of offering costs   -    -    - 
Distributions   -    -    - 
Net loss   -    (1,881)   (1,881)
Balance at December 31, 2021  $-   $(1,881)  $(1,881)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-711

 

 

ARRIVED HOMES SERIES LENNOX, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD JUNE 16, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(1,881)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   496 
Amortization   6 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (2,028)
Accrued expenses   1,655 
Due to related party   6,183 
Net cash provided by operating activities   4,431 
Net change in cash   4,431 
Cash at beginning of period  $- 
Cash at end of year  $4,431 
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $545 
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $90,280 
Acquisition of property  $217,533 
Mortgage payable for acquisition of property  $139,750 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-712

 

 

ARRIVED HOMES SERIES LENNOX, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Lennox, a series of Arrived Homes, LLC, (“Series Lennox”) was formed on June 16, 2021 under the laws of Delaware. On July 1, 2021, the Arrived SC Lennox, LLC completed the acquisition of the Lennox property. The acquisition of the Lennox property was funded through an initial mortgage in the amount of $139,750 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Lennox property is being held by Arrived SC Lennox, LLC, a South Carolina limited liability company and wholly owned subsidiary of the Series.

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Series may adopt accounting standards based on the effective dates for public entities.

 

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived SC Lennox, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to member’s equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

F-713

 

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

F-714

 

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts.

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

Identification of a contract with a customer;

 

Identification of the performance obligations in the contract;

 

Determination of the transaction price;

 

Allocation of the transaction price to the performance obligations in the contract; and

 

Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

The Series recognizes rental revenue on a monthly basis when earned.

 

F-715

 

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-716

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $163,783 
Land   53,750 
Total   217,533 
Less: Accumulated depreciation   (2,482)
Property and equipment, net  $215,051 

 

Depreciation expense was $496 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Lennox property, the Series entered into a mortgage with Certain Lending Bank for a principal of $139,750, including loan fees of $2,147. The mortgage bears interest at a rate of 4.625% per year for the initial 5-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $36. As December 31, 2021, mortgage payable, net of unamortized loan fees of $2,111 was $137,639.

 

NOTE 6: MEMBER’S DEFICIT

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-717

 

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $90,280 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $84,097 to the Manager, which is non-interest bearing, with no stated repayment terms.

 

NOTE 8: INCOME TAXES

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $489, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $489 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 26%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $1,881.

 

The Series’ policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of comprehensive loss. At inception, the Series had no unrecognized tax benefits and no charge during 2021, and accordingly, the Series did not recognize any interest or penalties during 2021 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2021.

 

The Series is not presently subject to any income tax audit in any taxing jurisdiction, though its 2021 tax year remains open to examination.

 

NOTE 9: SUBSEQUENT EVENTS

 

In December 2021, the Manager offered for sale (“public offering”) 10,593 membership interests of Series Lennox, which closed in Q1 2022.

 

F-718

 

 

 

 

 

 

 

ARRIVED HOMES SERIES LIMESTONE, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-719

 

 

ARRIVED HOMES SERIES LIMESTONE, a series of Arrived Homes, LLC
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536)   F-721
CONSOLIDATED BALANCE SHEET   F-722
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS   F-723
CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT   F-724
CONSOLIDATED STATEMENT OF CASH FLOWS   F-725
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   F-726 to F-731

 

F-720

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Member of

Arrived Homes Series Limestone, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Limestone, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in member’s deficit, and cash flows for the period July 22, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period July 22, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management. Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-721

 

 

ARRIVED HOMES SERIES LIMESTONE, a series of Arrived Homes, LLC
CONSOLIDATED BALANCE SHEET
December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $- 
Prepaid expenses   3,228 
Due from related party   - 
Total current assets   3,228 
Property and equipment, net   291,746 
Deposits held by property management company   - 
Total assets  $294,974 
LIABILITIES AND MEMBER’S DEFICIT     
Current liabilities:     
Accrued expenses  $1,031 
Due to related party   96,002 
Total current liabilities   97,033 
Tenant deposits   - 
Mortgage payable, net   200,746 
Total liabilities   297,779 
Member’s deficit:     
Member’s capital   - 
Accumulated deficit   (2,805)
Total member’s deficit   (2,805)
Total liabilities and member’s deficit  $294,974 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-722

 

 

ARRIVED HOMES SERIES LIMESTONE, a series of Arrived Homes, LLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD JULY 22, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $- 
Total revenue   - 
Operating expenses     
Depreciation   670 
Insurance   110 
Management fees   - 
Repair and maintenance   717 
Property taxes   137 
Other operating expenses   509 
Total operating expenses   2,143 
      
Loss from operations   (2,143)
Interest expense   (662)
Net loss before income taxes   (2,805)
Provision for income taxes   - 
Net loss  $(2,805)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-723

 

 

ARRIVED HOMES SERIES LIMESTONE, a series of Arrived Homes, LLC
CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT

FOR THE PERIOD JULY 22, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

           Total 
   Member’s
Capital
   Accumulated
Deficit
   Member’s
Deficit
 
Balance at July 22, 2021 (inception)  $            -   $-   $- 
Issuance of membership interests, net of offering costs   -    -    - 
Distributions   -    -    - 
Net loss   -    (2,805)   (2,805)
Balance at December 31, 2021  $-   $(2,805)  $(2,805)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-724

 

 

ARRIVED HOMES SERIES LIMESTONE, a series of Arrived Homes, LLC
CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD JULY 22, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(2,805)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   670 
Amortization   6 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (3,228)
Accrued expenses   1,031 
Due to related party   4,326 
Net cash provided by operating activities   - 
Net change in cash   - 
Cash at beginning of period  $- 
Cash at end of year  $- 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $662 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $100,328 
Acquisition of property  $293,758 
Mortgage payable for acquisition of property  $203,000 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-725

 

 

ARRIVED HOMES SERIES LIMESTONE, a series of Arrived Homes, LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Limestone, a series of Arrived Homes, LLC, (“Series Limestone”) was formed on July 22, 2021 under the laws of Delaware. On September 22, 2021, the Arrived SC Limestone, LLC completed the acquisition of the Limestone property. The acquisition of the Limestone property was funded through an initial mortgage in the amount of $188,500 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Limestone property is being held by Arrived SC Limestone, LLC, a South Carolina limited liability company and wholly owned subsidiary of the Series.

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Series may adopt accounting standards based on the effective dates for public entities.

 

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived SC Limestone, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to member’s equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

F-726

 

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

F-727

 

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or

(c) cause additional interests to be issued in the Series in order to cover such additional amounts.

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

Identification of a contract with a customer;

 

Identification of the performance obligations in the contract;

 

Determination of the transaction price;

 

Allocation of the transaction price to the performance obligations in the contract; and

 

Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

F-728

 

 

The Series recognizes rental revenue on a monthly basis when earned.

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

F-729

 

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $221,258 
Land   72,500 
Total   293,758 
Less: Accumulated depreciation   (2,011)
Property and equipment, net  $291,746 

 

Depreciation expense was $670 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Limestone property, the Series entered into a mortgage with Certain Lending Bank for a principal of $203,000, including loan fees of $2,273. The mortgage bears interest at a rate of 3.875% per year for the initial 7-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $19. As December 31, 2021, mortgage payable, net of unamortized loan fees of $2,254 was $200,746.

 

NOTE 6: MEMBER’S DEFICIT

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

F-730

 

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $100,328 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $96,002 to the Manager, which is non-interest bearing, with no stated repayment terms.

 

NOTE 8: INCOME TAXES

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $729, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $729 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 26%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $2,805.

 

The Series’ policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of comprehensive loss. At inception, the Series had no unrecognized tax benefits and no charge during 2021, and accordingly, the Series did not recognize any interest or penalties during 2021 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2021.

 

The Series is not presently subject to any income tax audit in any taxing jurisdiction, though its 2021 tax year remains open to examination.

 

NOTE 9: SUBSEQUENT EVENTS

 

In December 2021, the Manager offered for sale (“public offering”) 13,828 membership interests of Series Limestone, which closed in Q1 2022.

 

F-731

 

 

 

 

 

 

 

ARRIVED HOMES SERIES MATCHINGHAM, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-732

 

 

ARRIVED HOMES SERIES MATCHINGHAM, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-734
CONSOLIDATED BALANCE SHEET F-735
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME F-736
CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S EQUITY F-737
CONSOLIDATED STATEMENT OF CASH FLOWS F-738
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-739 to F-744

 

F-733

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Member of

Arrived Homes Series Matchingham, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Matchingham a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive income, changes in member’s equity, and cash flows for the period August 11, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period August 11, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-734

 

 

ARRIVED HOMES SERIES MATCHINGHAM, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:     
Cash  $86 
Prepaid expenses   3,085 
Due from related party   - 
Total current assets   3,171 
Property and equipment, net   211,492 
Deposits held by property management company   3,195 
Total assets  $217,858 
      
LIABILITIES AND MEMBER’S EQUITY     
Current liabilities:     
Accrued expenses  $858 
Due to related party   70,679 
Total current liabilities   71,537 
Tenant deposits   1,795 
Mortgage payable, net   144,526 
Total liabilities   217,858 
      
Member’s equity:     
Member’s capital   - 
Accumulated deficit   - 
Total member’s equity   - 
Total liabilities and member’s equity  $217,858 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-735

 

 

ARRIVED HOMES SERIES MATCHINGHAM, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD AUGUST 11, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $- 
Total revenue   - 
      
Operating expenses     
Depreciation   - 
Insurance   - 
Management fees   - 
Repair and maintenance   - 
Property taxes   - 
Other operating expenses   - 
Total operating expenses   - 
      
Income from operations   - 
      
Interest expense   - 
Net income before income taxes   - 
Provision for income taxes   - 
Net income  $- 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-736

 

 

ARRIVED HOMES SERIES MATCHINGHAM, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S EQUITY

FOR THE PERIOD AUGUST 11, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

              Total 
    Member’s    Accumulated     Member’s 
    Capital    Deficit    Equity 
                
Balance at August 11, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   -    -    - 
Distributions   -    -    - 
Net income   -    -    - 
Balance at December 31, 2021  $-   $-   $- 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-737

 

 

ARRIVED HOMES SERIES MATCHINGHAM, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD AUGUST 11, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net income  $- 
Adjustments to reconcile net income to net cash provided by operating activities:     
Depreciation   - 
Amortization   - 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (3,085)
Accrued expenses   858 
Due to related party   2,313 
Net cash provided by operating activities   86 
Net change in cash   86 
Cash at beginning of period  $- 
Cash at end of year  $86 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $- 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $72,992 
Acquisition of property  $212,463 
Mortgage payable for acquisition of property  $146,364 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-738

 

 

ARRIVED HOMES SERIES MATCHINGHAM, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Matchingham, a series of Arrived Homes, LLC, (“Series Matchingham”) was formed on August 11, 2021 under the laws of Delaware. On October 18, 2021, the Arrived SC Matchingham, LLC completed the acquisition of the Matchingham property. The acquisition of the Matchingham property was funded through an initial mortgage in the amount of $146,364 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Matchingham property is being held by Arrived SC Matchingham, LLC, a South Carolina limited liability company and wholly owned subsidiary of the Series.

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Series may adopt accounting standards based on the effective dates for public entities.

 

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived SC Matchingham, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to member’s equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

F-739

 

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

F-740

 

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive income.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

The Series recognizes rental revenue on a monthly basis when earned.

 

F-741

 

 

Comprehensive Income

 

The Series follows FASB ASC 220 in reporting comprehensive income. Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. Since the Series has no items of other comprehensive income, comprehensive income is equal to net income.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

F-742

 

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

 NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

 

   December 31, 
   2021 
Building  $160,191 
Land   52,273 
Total   212,463 
Less:  Accumulated depreciation   (971)
Property and equipment, net  $211,492 

 

Depreciation expense was $0 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Matchingham property, the Series entered into a mortgage with Certain Lending Bank for a principal of $146,364, including loan fees of $1,848. The mortgage bears interest at a rate of 3.875% per year for the initial 7-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $10. As December 31, 2021, mortgage payable, net of unamortized loan fees of $1,837 was $144,526.

 

NOTE 6: MEMBER’S EQUITY

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

 The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-743

 

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $72,992 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $70,679 to the Manager, which is non-interest bearing, with no stated repayment terms.

 

NOTE 8: INCOME TAXES  

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $0, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $0 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 26%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $0.

 

The Series’ policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of comprehensive income. At inception, the Series had no unrecognized tax benefits and no charge during 2021, and accordingly, the Series did not recognize any interest or penalties during 2021 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2021.

 

The Series is not presently subject to any income tax audit in any taxing jurisdiction, though its 2021 tax year remains open to examination.

 

NOTE 9: SUBSEQUENT EVENTS

 

In January 2022, the Manager offered for sale (“public offering”) 9,523 membership interests of Series Matchingham, which closed in Q1 2022.

 

F-744

 

 

 

 

 

 

 

ARRIVED HOMES SERIES MCLOVIN, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-745

 

 

ARRIVED HOMES SERIES MCLOVIN, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

   
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-747
CONSOLIDATED BALANCE SHEET F-748
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME F-749
CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S EQUITY F-750
CONSOLIDATED STATEMENT OF CASH FLOWS F-751
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-752 to F-757

 

F-746

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Member of

Arrived Homes Series McLovin, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series McLovin, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive income, changes in member’s equity, and cash flows for the period November 12, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period November 12, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-747

 

 

ARRIVED HOMES SERIES MCLOVIN, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $- 
Prepaid expenses   7,532 
Total current assets   7,532 
Property and equipment, net   526,794 
Deposits held by property management company   - 
Total assets  $534,326 
      
LIABILITIES AND MEMBER’S EQUITY     
Current liabilities:     
Accrued expenses  $6,462 
Due to related party   163,870 
Total current liabilities   170,332 
Tenant deposits   - 
Mortgage payable, net   363,994 
Total liabilities   534,326 
      
Member’s equity:     
Member’s capital   - 
Accumulated deficit   - 
Total member’s equity   - 
Total liabilities and member’s equity  $534,326 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-748

 

 

ARRIVED HOMES SERIES MCLOVIN, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD NOVEMBER 12, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $- 
Total revenue   - 
      
Operating expenses     
Depreciation   - 
Insurance   - 
Management fees   - 
Repair and maintenance   - 
Property taxes   - 
Other operating expenses   - 
Total operating expenses   - 
      
Income from operations   - 
      
Interest expense   - 
Net income before income taxes   - 
Provision for income taxes   - 
Net income  $- 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-749

 

 

ARRIVED HOMES SERIES MCLOVIN, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S EQUITY

FOR THE PERIOD NOVEMBER 12, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

              Total 
    Member’s    Accumulated     Member’s 
    Capital    Deficit    Equity 
                
Balance at August 11, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   -    -    - 
Distributions   -    -    - 
Net income   -    -    - 
Balance at December 31, 2021  $-   $-   $- 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-750

 

 

ARRIVED HOMES SERIES MCLOVIN, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD NOVEMBER 12, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net income  $- 
Adjustments to reconcile net income to net cash provided by operating activities:     
Depreciation   - 
Amortization   - 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (7,532)
Accrued expenses   6,462 
Due to related party   1,070 
Net cash provided by operating activities   - 
Net change in cash   - 
Cash at beginning of period  $- 
Cash at end of year  $- 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $- 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $164,940 
Acquisition of property  $526,794 
Mortgage payable for acquisition of property  $367,500 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-751

 

 

ARRIVED HOMES SERIES MCLOVIN, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series McLovin, a series of Arrived Homes, LLC, (“Series McLovin”) was formed on November 12, 2021 under the laws of Delaware. On December 3, 2021, the Arrived CO McLovin, LLC completed the acquisition of the McLovin property. The acquisition of the McLovin property was funded through an initial mortgage in the amount of $367,500 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The McLovin property is being held by Arrived CO McLovin, LLC, a Colorado limited liability company and wholly owned subsidiary of the Series.

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Series may adopt accounting standards based on the effective dates for public entities.

  

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived CO McLovin, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to member’s equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

F-752

 

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

F-753

 

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive income.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

The Series recognizes rental revenue on a monthly basis when earned.

 

F-754

 

 

Comprehensive Income

 

The Series follows FASB ASC 220 in reporting comprehensive income. Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. Since the Series has no items of other comprehensive income, comprehensive income is equal to net income.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-755

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $343,044 
Land   183,750 
Total   526,794 
Less: Accumulated depreciation   - 
Property and equipment, net  $526,794 

 

Depreciation expense was $0 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the McLovin property, the Series entered into a mortgage with Certain Lending Bank for a principal of $367,500, including loan fees of $3,506. The mortgage bears interest at a rate of 3.875% per year for the initial 7-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $0. As December 31, 2021, mortgage payable, net of unamortized loan fees of $3,506 was $363,994.

 

NOTE 6: MEMBER’S EQUITY

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-756

 

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $164,940 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $163,870 to the Manager, which is non-interest bearing, with no stated repayment terms.

 

NOTE 8: INCOME TAXES  

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $0, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $0 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 25.55%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $0.

 

The Series’ policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of comprehensive income. At inception, the Series had no unrecognized tax benefits and no charge during 2021, and accordingly, the Series did not recognize any interest or penalties during 2021 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2021.

 

The Series is not presently subject to any income tax audit in any taxing jurisdiction, though its 2021 tax year remains open to examination.

 

NOTE 9: SUBSEQUENT EVENTS

 

In January 2022, the Manager offered for sale (“public offering”) 21,989 membership interests of Series McLovin, which closed in Q1 2022.

 

F-757

 

 

 

 

 

 

 

ARRIVED HOMES SERIES MURPHY, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-758

 

 

ARRIVED HOMES SERIES MURPHY, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-760
CONSOLIDATED BALANCE SHEET F-761
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME F-762
CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S EQUITY F-763
CONSOLIDATED STATEMENT OF CASH FLOWS F-764
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-765 to F-770

  

F-759

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Member of

Arrived Homes Series Murphy, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Murphy, a series of Arrived Homes, LLC (the "Series") as of December 31, 2021, and the related consolidated statements of comprehensive income, changes in member’s equity, and cash flows for the period September 2, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period September 2, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management. Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-760

 

 

ARRIVED HOMES SERIES MURPHY, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $- 
Prepaid expenses   2,693 
Total current assets   2,693 
Property and equipment, net   297,632 
Deposits held by property management company   25 
Total assets  $300,350 
      
LIABILITIES AND MEMBER'S EQUITY     
Current liabilities:     
Accrued expenses  $602 
Due to related party   94,776 
Total current liabilities   95,378 
Tenant deposits   - 
Mortgage payable, net   204,972 
Total liabilities   300,350 
      
Member's equity:     
Member's capital   - 
Accumulated deficit   - 
Total member's equity   - 
Total liabilities and member's equity  $300,350 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-761

 

 

ARRIVED HOMES SERIES MURPHY, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD SEPTEMBER 2, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $- 
Total revenue   - 
      
Operating expenses     
Depreciation   - 
Insurance   - 
Management fees   - 
Repair and maintenance   - 
Property taxes   - 
Other operating expenses   - 
Total operating expenses   - 
      
Income from operations   - 
      
Interest expense   - 
Net income before income taxes   - 
Provision for income taxes   - 
Net income  $- 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-762

 

 

ARRIVED HOMES SERIES MURPHY, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S EQUITY

FOR THE PERIOD SEPTEMBER 2, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

              Total 
    Member's    Accumulated     Member's 
    Capital    Deficit    Equity 
                
Balance at August 11, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   -    -    - 
Distributions   -    -    - 
Net income   -    -    - 
Balance at December 31, 2021  $-   $-   $- 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-763

 

 

ARRIVED HOMES SERIES MURPHY, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD SEPTEMBER 2, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net income  $- 
Adjustments to reconcile net income to net cash provided by operating activities:     
Depreciation   - 
Amortization   - 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (2,693)
Accrued expenses   602 
Due to related party   2,091 
Net cash provided by operating activities   - 
Net change in cash   - 
Cash at beginning of period  $- 
Cash at end of year  $- 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $- 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $96,867 
Acquisition of property  $298,312 
Mortgage payable for acquisition of property  $207,270 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-764

 

 

ARRIVED HOMES SERIES MURPHY, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Murphy, a series of Arrived Homes, LLC, (“Series Murphy") was formed on September 2, 2021 under the laws of Delaware. On November 10, 2021, the Arrived SC Murphy, LLC completed the acquisition of the Murphy property. The acquisition of the Murphy property was funded through an initial mortgage in the amount of $207,270 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the "Manager"). The Murphy property is being held by Arrived SC Murphy, LLC, a South Carolina limited liability company and wholly owned subsidiary of the Series.

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Series may adopt accounting standards based on the effective dates for public entities.

 

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived SC Murphy, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to member’s equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

F-765

 

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

F-766

 

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive income.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or

(c)cause additional interests to be issued in the Series in order to cover such additional amounts.

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

Identification of a contract with a customer;

 

Identification of the performance obligations in the contract;

 

Determination of the transaction price;

 

Allocation of the transaction price to the performance obligations in the contract; and

 

Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

The Series recognizes rental revenue on a monthly basis when earned.

 

F-767

 

 

Comprehensive Income

 

The Series follows FASB ASC 220 in reporting comprehensive income. Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. Since the Series has no items of other comprehensive income, comprehensive income is equal to net income.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-768

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $224,701 
Land   73,612 
Total   298,312 
Less: Accumulated depreciation   (681)
Property and equipment, net  $297,632 

 

Depreciation expense was $0 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Murphy property, the Series entered into a mortgage with Certain Lending Bank for a principal of $207,270, including loan fees of $2,298. The mortgage bears interest at a rate of 3.875% per year for the initial 7-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series' property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $0. As December 31, 2021, mortgage payable, net of unamortized loan fees of $2,298 was $204,972.

 

NOTE 6: MEMBER’S EQUITY

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-769

 

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $96,867 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $94,776 to the Manager, which is non-interest bearing, with no stated repayment terms.

 

NOTE 8: INCOME TAXES

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $0, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $0 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 26%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $0.

 

The Series’ policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of comprehensive income. At inception, the Series had no unrecognized tax benefits and no charge during 2021, and accordingly, the Series did not recognize any interest or penalties during 2021 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2021.

 

The Series is not presently subject to any income tax audit in any taxing jurisdiction, though its 2021 tax year remains open to examination.

 

NOTE 9: SUBSEQUENT EVENTS

 

In January 2022, the Manager offered for sale ("public offering") 13,058 membership interests of Series Murphy, which closed in Q1 2022.

 

F-770

 

 

 

 

 

 

 

 

ARRIVED HOMES SERIES OLY, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-771

 

 

ARRIVED HOMES SERIES OLY, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-773
CONSOLIDATED BALANCE SHEET F-774
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME F-775
CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S EQUITY F-776
CONSOLIDATED STATEMENT OF CASH FLOWS F-777
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-778 to F-783

 

F-772

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Member of

Arrived Homes Series Oly, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Oly, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive income, changes in member’s equity, and cash flows for the period November 12, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period November 12, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP  
   
We have served as the Series’ auditor since 2021.  
   

Blue Bell, Pennsylvania

May 2, 2022

 

 

F-773

 

 

ARRIVED HOMES SERIES OLY, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:     
Cash  $- 
Prepaid expenses   5,746 
Total current assets   5,746 
Property and equipment, net   527,604 
Deposits held by property management company   - 
Total assets  $533,350 
      
LIABILITIES AND MEMBER’S EQUITY     
Current liabilities:     
Accrued expenses  $4,956 
Due to related party   163,696 
Total current liabilities   168,652 
Tenant deposits   - 
Mortgage payable, net   364,698 
Total liabilities   533,350 
      
Member’s equity:     
Member’s capital   - 
Accumulated deficit   - 
Total member’s equity   - 
Total liabilities and member’s equity  $533,350 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-774

 

 

ARRIVED HOMES SERIES OLY, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD NOVEMBER 12, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $- 
Total revenue   - 
      
Operating expenses     
Depreciation   - 
Insurance   - 
Management fees   - 
Repair and maintenance   - 
Property taxes   - 
Other operating expenses   - 
Total operating expenses   - 
      
Income from operations   - 
      
Interest expense   - 
Net income before income taxes   - 
Provision for income taxes   - 
Net income  $- 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-775

 

 

ARRIVED HOMES SERIES OLY, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S EQUITY

FOR THE PERIOD NOVEMBER 12, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

    Member’s    Accumulated     

Total

 Member’s

 
    Capital    Deficit    Equity 
                
Balance at August 11, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   -    -    - 
Distributions   -    -    - 
Net income   -    -    - 
Balance at December 31, 2021  $-   $-   $- 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-776

 

 

ARRIVED HOMES SERIES OLY, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD NOVEMBER 12, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities     
Net income  $- 
Adjustments to reconcile net income to net cash provided by operating activities:     
Depreciation   - 
Amortization   - 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (5,746)
Accrued expenses   4,956 
Due to related party   790 
Net cash provided by operating activities   - 
Net change in cash   - 
Cash at beginning of period  $- 
Cash at end of year  $- 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $- 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $164,486 
Acquisition of property  $528,649 
Mortgage payable for acquisition of property  $368,200 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-777

 

 

ARRIVED HOMES SERIES OLY, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Oly, a series of Arrived Homes, LLC, (“Series Oly”) was formed on November 12, 2021 under the laws of Delaware. On November 30, 2021, the Arrived CO Oly, LLC completed the acquisition of the Oly property. The acquisition of the Oly property was funded through an initial mortgage in the amount of $368,200 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Oly property is being held by Arrived CO Oly, LLC, a Colorado limited liability company and wholly owned subsidiary of the Series.

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Series may adopt accounting standards based on the effective dates for public entities.

  

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived CO Oly, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to member’s equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

F-778

 

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

F-779

 

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive income.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

The Series recognizes rental revenue on a monthly basis when earned.

 

F-780

 

 

Comprehensive Income

 

The Series follows FASB ASC 220 in reporting comprehensive income. Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. Since the Series has no items of other comprehensive income, comprehensive income is equal to net income.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-781

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $344,549 
Land   184,100 
Total   528,649 
Less: Accumulated depreciation   (1,044)
Property and equipment, net  $527,604 

 

Depreciation expense was $0 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Oly property, the Series entered into a mortgage with Certain Lending Bank for a principal of $368,200, including loan fees of $3,502. The mortgage bears interest at a rate of 3.875% per year for the initial 7-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $0. As December 31, 2021, mortgage payable, net of unamortized loan fees of $3,502 was $364,698.

 

NOTE 6: MEMBER’S EQUITY

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-782

 

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $164,486 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $163,696 to the Manager, which is non-interest bearing, with no stated repayment terms.

 

NOTE 8: INCOME TAXES  

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $0, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $0 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 25.55%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $0.

 

The Series’ policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of comprehensive income. At inception, the Series had no unrecognized tax benefits and no charge during 2021, and accordingly, the Series did not recognize any interest or penalties during 2021 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2021.

 

The Series is not presently subject to any income tax audit in any taxing jurisdiction, though its 2021 tax year remains open to examination.

 

NOTE 9: SUBSEQUENT EVENTS

 

In January 2022, the Manager offered for sale (“public offering”) 21,841 membership interests of Series Oly, which closed in Q1 2022.

 

F-783

 

 

 

 

 

 

 

ARRIVED HOMES SERIES RIDGE, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-784

 

 

ARRIVED HOMES SERIES RIDGE, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-786
CONSOLIDATED BALANCE SHEET F-787
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-788
CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT F-789
CONSOLIDATED STATEMENT OF CASH FLOWS F-790
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-791 to F-796

 

F-785

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Member of

Arrived Homes Series Ridge, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Ridge, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in member’s deficit, and cash flows for the period June 17, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period June 17, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management. Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-786

 

 

ARRIVED HOMES SERIES RIDGE, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $677 
Prepaid expenses   2,459 
Total current assets   3,136 
Property and equipment, net   216,043 
Deposits held by property management company   5,933 
Total assets  $225,112 
      
LIABILITIES AND MEMBER’S DEFICIT     
Current liabilities:     
Accrued expenses  $1,438 
Due to related party   83,371 
Total current liabilities   84,809 
Tenant deposits   2,543 
Mortgage payable, net   138,282 
Total liabilities   225,634 
Member’s deficit:     
Member’s capital   - 
Accumulated deficit   (522)
Total member’s deficit   (522)
Total liabilities and member’s deficit  $225,112 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-787

 

 

ARRIVED HOMES SERIES RIDGE, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD JUNE 17, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

 

Rental income  $1,695 
Total revenue   1,695 
Operating expenses     
Depreciation   499 
Insurance   74 
Management fees   - 
Repair and maintenance   500 
Property taxes   90 
Other operating expenses   507 
Total operating expenses   1,670 
      
Income from operations   25 
      
Interest expense   (547)
Net loss before income taxes   (522)
Provision for income taxes   - 
Net loss  $(522)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-788

 

 

ARRIVED HOMES SERIES RIDGE, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT

FOR THE PERIOD JUNE 17, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

           Total 
   Member’s   Accumulated   Member’s 
   Capital   Deficit   Deficit 
Balance at June 17, 2021 (inception)  $        -   $     -   $     - 
Issuance of membership interests, net of offering costs   -    -    - 
Distributions   -    -    - 
Net loss   -    (522)   (522)
Balance at December 31, 2021  $-   $(522)  $(522)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-789

 

 

ARRIVED HOMES SERIES RIDGE, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD JUNE 17, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(522)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   499 
Amortization   6 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (2,459)
Accrued expenses   1,438 
Due to related party   1,715 
Net cash provided by operating activities   677 
Net change in cash   677 
Cash at beginning of period  $- 
Cash at end of year  $677 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $547 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $85,086 
Acquisition of property  $218,536 
Mortgage payable for acquisition of property  $140,400 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-790

 

 

ARRIVED HOMES SERIES RIDGE, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Ridge, a series of Arrived Homes, LLC, (“Series Ridge”) was formed on June 17, 2021 under the laws of Delaware. On July 9, 2021, the Arrived SC Ridge, LLC completed the acquisition of the Ridge property. The acquisition of the Ridge property was funded through an initial mortgage in the amount of $140,400 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Ridge property is being held by Arrived SC Ridge, LLC, a South Carolina limited liability company and wholly owned subsidiary of the Series.

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Series may adopt accounting standards based on the effective dates for public entities.

 

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived SC Ridge, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to member’s equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

F-791

 

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

F-792

 

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts.

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

Identification of a contract with a customer;

 

Identification of the performance obligations in the contract;

 

Determination of the transaction price;

 

Allocation of the transaction price to the performance obligations in the contract; and

 

Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

The Series recognizes rental revenue on a monthly basis when earned.

 

F-793

 

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-794

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $164,536 
Land   54,000 
Total   218,536 
Less: Accumulated depreciation   (2,493)
Property and equipment, net  $216,043 

 

Depreciation expense was $499 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Ridge property, the Series entered into a mortgage with Certain Lending Bank for a principal of $140,400, including loan fees of $2,154. The mortgage bears interest at a rate of 4.625% per year for the initial 5-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $36. As December 31, 2021, mortgage payable, net of unamortized loan fees of $2,118 was $138,282.

 

NOTE 6: MEMBER’S DEFICIT

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-795

 

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $85,086 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $83,371 to the Manager, which is non-interest bearing, with no stated repayment terms.

 

NOTE 8: INCOME TAXES

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $136, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $136 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 26%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $522.

 

The Series’ policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of comprehensive loss. At inception, the Series had no unrecognized tax benefits and no charge during 2021, and accordingly, the Series did not recognize any interest or penalties during 2021 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2021.

 

The Series is not presently subject to any income tax audit in any taxing jurisdiction, though its 2021 tax year remains open to examination.

 

NOTE 9: SUBSEQUENT EVENTS

 

In December 2021, the Manager offered for sale (“public offering”) 10,500 membership interests of Series Ridge, which closed in Q1 2022.

 

F-796

 

 

 

 

 

 

 

ARRIVED HOMES SERIES RIVER, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-797

 

 

ARRIVED HOMES SERIES RIVER, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536)   F-799
CONSOLIDATED BALANCE SHEET   F-800
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS   F-801
CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT   F-802
CONSOLIDATED STATEMENT OF CASH FLOWS   F-803
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   F-804 to F-809

 

F-798

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Board of Members and the Member of

Arrived Homes Series River, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series River, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in member’s deficit, and cash flows for the period June 18, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period June 18, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-799

 

 

ARRIVED HOMES SERIES RIVER, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $2,390 
Prepaid expenses   2,596 
Total current assets   4,986 
Property and equipment, net   264,587 
Deposits held by property management company   2,993 
Total assets  $272,566 
      
LIABILITIES AND MEMBER’S DEFICIT     
Current liabilities:     
Accrued expenses  $1,858 
Due to related party   99,650 
Total current liabilities   101,508 
Tenant deposits   2,993 
Mortgage payable, net   170,242 
Total liabilities   274,743 
      
Member’s deficit:     
Member’s capital   - 
Accumulated deficit   (2,177)
Total member’s deficit   (2,177)
Total liabilities and member’s deficit  $272,566 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-800

 

 

ARRIVED HOMES SERIES RIVER, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD JUNE 18, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

 

Rental income  $1,995 
Total revenue   1,995 
      
Operating expenses     
Depreciation   610 
Insurance   90 
Management fees   160 
Repair and maintenance   1,997 
Property taxes   133 
Other operating expenses   512 
Total operating expenses   3,502 
      
Loss from operations   (1,507)
      
Interest expense   (670)
Net loss before income taxes   (2,177)
Provision for income taxes   - 
Net loss  $(2,177)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-801

 

 

ARRIVED HOMES SERIES RIVER, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S DEFICIT

FOR THE PERIOD JUNE 18, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

           Total 
   Member’s   Accumulated   Member’s 
   Capital   Deficit   Deficit 
             
Balance at June 18, 2021 (inception)  $     -   $-   $- 
Issuance of membership interests, net of offering costs   -    -    - 
Distributions   -    -    - 
Net loss   -    (2,177)   (2,177)
Balance at December 31, 2021  $-   $(2,177)  $(2,177)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-802

 

 

ARRIVED HOMES SERIES RIVER, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD JUNE 18, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(2,177)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   610 
Amortization   6 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (2,596)
Accrued expenses   1,858 
Due to related party   4,689 
Net cash provided by operating activities   2,390 
Net change in cash   2,390 
Cash at beginning of period  $- 
Cash at end of year  $2,390 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $670 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $104,339 
Acquisition of property  $267,638 
Mortgage payable for acquisition of property  $172,250 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

F-803

 

 

ARRIVED HOMES SERIES RIVER, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series River, a series of Arrived Homes, LLC, (“Series River”) was formed on June 18, 2021 under the laws of Delaware. On July 30, 2021, the Arrived SC River, LLC completed the acquisition of the River property. The acquisition of the River property was funded through an initial mortgage in the amount of $172,250 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The River property is being held by Arrived SC River, LLC, a South Carolina limited liability company and wholly owned subsidiary of the Series.

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Series may adopt accounting standards based on the effective dates for public entities.

  

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived SC River, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to member’s equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

F-804

 

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

F-805

 

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

The Series recognizes rental revenue on a monthly basis when earned.

 

F-806

 

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-807

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $201,388 
Land   66,250 
Total   267,638 
Less: Accumulated depreciation   (3,051)
Property and equipment, net  $264,587 

 

Depreciation expense was $610 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the River property, the Series entered into a mortgage with Certain Lending Bank for a principal of $172,250, including loan fees of $2,042. The mortgage bears interest at a rate of 4.625% per year for the initial 5-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $34. As December 31, 2021, mortgage payable, net of unamortized loan fees of $2,008 was $170,242.

 

NOTE 6: MEMBER’S DEFICIT

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-808

 

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $104,339 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $99,650 to the Manager, which is non-interest bearing, with no stated repayment terms.

 

NOTE 8: INCOME TAXES  

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $566, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $566 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 26%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $2,177.

 

The Series’ policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of comprehensive loss. At inception, the Series had no unrecognized tax benefits and no charge during 2021, and accordingly, the Series did not recognize any interest or penalties during 2021 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2021.

 

The Series is not presently subject to any income tax audit in any taxing jurisdiction, though its 2021 tax year remains open to examination.

 

NOTE 9: SUBSEQUENT EVENTS

 

In December 2021, the Manager offered for sale (“public offering”) 12,765 membership interests of Series River, which closed in Q1 2022.

 

F-809

 

 

 

 

 

 

 

ARRIVED HOMES SERIES SIGMA, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-810

 

 

ARRIVED HOMES SERIES SIGMA, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-812
CONSOLIDATED BALANCE SHEET F-813
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME F-814
CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S EQUITY F-815
CONSOLIDATED STATEMENT OF CASH FLOWS F-816
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-817 to F-822

 

F-811

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Board of Members and the Member of

Arrived Homes Series Sigma, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Sigma, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive income, changes in member’s equity, and cash flows for the period November 23, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period November 23, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-812

 

 

ARRIVED HOMES SERIES SIGMA, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:     
Cash  $- 
Prepaid expenses   1,172 
Total current assets   1,172 
Property and equipment, net   389,239 
Deposits held by property management company   - 
Total assets  $390,411 
      
      
LIABILITIES AND MEMBER’S EQUITY     
Current liabilities:     
Accrued expenses  $355 
Due to related party   123,327 
Total current liabilities   123,682 
Tenant deposits   - 
Mortgage payable, net   266,729 
Total liabilities   390,411 
      
Member’s equity:     
Member’s capital   - 
Accumulated deficit   - 
Total member’s equity   - 
Total liabilities and member’s equity  $390,411 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-813

 

 

ARRIVED HOMES SERIES SIGMA, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD NOVEMBER 23, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $- 
Total revenue   - 
      
Operating expenses     
Depreciation   - 
Insurance   - 
Management fees   - 
Repair and maintenance   - 
Property taxes   - 
Other operating expenses   - 
Total operating expenses   - 
      
Income from operations   - 
      
Interest expense   - 
Net income before income taxes   - 
Provision for income taxes   - 
Net income  $- 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-814

 

 

ARRIVED HOMES SERIES SIGMA, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S EQUITY

FOR THE PERIOD NOVEMBER 23, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

              Total 
    Member’s    Accumulated     Member’s 
    Capital    Deficit    Equity 
                
Balance at August 11, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   -    -    - 
Distributions   -    -    - 
Net income   -    -    - 
Balance at December 31, 2021  $-   $-   $- 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-815

 

 

ARRIVED HOMES SERIES SIGMA, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD NOVEMBER 23, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net income  $- 
Adjustments to reconcile net income to net cash provided by operating activities:     
Depreciation   - 
Amortization   - 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (1,172)
Accrued expenses   355 
Due to related party   817 
Net cash provided by operating activities   - 
Net change in cash   - 
Cash at beginning of period  $- 
Cash at end of year  $- 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $- 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $124,144 
Acquisition of property  $389,239 
Mortgage payable for acquisition of property  $269,500 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-816

 

 

ARRIVED HOMES SERIES SIGMA, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Sigma, a series of Arrived Homes, LLC, (“Series Sigma”) was formed on November 23, 2021 under the laws of Delaware. On December 17, 2021, the Arrived NC Sigma, LLC completed the acquisition of the Sigma property. The acquisition of the Sigma property was funded through an initial mortgage in the amount of $269,500 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Sigma property is being held by Arrived NC Sigma, LLC, a North Carolina limited liability company and wholly owned subsidiary of the Series.

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Series may adopt accounting standards based on the effective dates for public entities.

  

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived NC Sigma, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to member’s equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

F-817

 

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

F-818

 

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive income.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

The Series recognizes rental revenue on a monthly basis when earned.

 

F-819

 

 

Comprehensive Income

 

The Series follows FASB ASC 220 in reporting comprehensive income. Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. Since the Series has no items of other comprehensive income, comprehensive income is equal to net income.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-820

 

 

 NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

 

   December 31, 
   2021 
Building  $292,989 
Land   96,250 
Total   389,239 
Less: Accumulated depreciation   - 
Property and equipment, net  $389,239 

 

Depreciation expense was $0 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Sigma property, the Series entered into a mortgage with Certain Lending Bank for a principal of $269,500, including loan fees of $2,771. The mortgage bears interest at a rate of 3.875% per year for the initial 7-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $0. As December 31, 2021, mortgage payable, net of unamortized loan fees of $2,771 was $266,729.

 

NOTE 6: MEMBER’S EQUITY

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-821

 

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $124,144 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $123,327 to the Manager, which is non-interest bearing, with no stated repayment terms.

 

NOTE 8: INCOME TAXES  

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $0, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $0 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 23.5%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $0.

 

The Series’ policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of comprehensive income. At inception, the Series had no unrecognized tax benefits and no charge during 2021, and accordingly, the Series did not recognize any interest or penalties during 2021 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2021.

 

The Series is not presently subject to any income tax audit in any taxing jurisdiction, though its 2021 tax year remains open to examination.

 

NOTE 9: SUBSEQUENT EVENTS

 

In January 2022, the Manager offered for sale (“public offering”) 16,396 membership interests of Series Sigma, which closed in Q1 2022.

 

F-822

 

 

 

 

 

 

 

ARRIVED HOMES SERIES VERNON, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-823

 

 

ARRIVED HOMES SERIES VERNON, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-825
CONSOLIDATED BALANCE SHEET F-826
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME F-827
CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S EQUITY F-828
CONSOLIDATED STATEMENT OF CASH FLOWS F-829
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-830 to F-835

 

F-824

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Member of

Arrived Homes Series Vernon, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Vernon, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive income, changes in member’s equity, and cash flows for the period August 11, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period August 11, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP  
   
We have served as the Series’ auditor since 2021.  
   

Blue Bell, Pennsylvania

May 2, 2022

 

 

F-825

 

 

ARRIVED HOMES SERIES VERNON, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:     
Cash  $- 
Prepaid expenses   1,333 
Total current assets   1,333 
Property and equipment, net   263,370 
Deposits held by property management company   - 
Total assets  $264,703 
      
LIABILITIES AND MEMBER’S EQUITY     
Current liabilities:     
Accrued expenses  $602 
Due to related party   84,372 
Total current liabilities   84,974 
Tenant deposits   - 
Mortgage payable, net   179,729 
Total liabilities   264,703 
      
Member’s equity:     
Member’s capital   - 
Accumulated deficit   - 
Total member’s equity   - 
Total liabilities and member’s equity  $264,703 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-826

 

 

ARRIVED HOMES SERIES VERNON, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD AUGUST 11, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $- 
Total revenue   - 
      
Operating expenses     
Depreciation   - 
Insurance   - 
Management fees   - 
Repair and maintenance   - 
Property taxes   - 
Other operating expenses   - 
Total operating expenses   - 
      
Income from operations   - 
      
Interest expense   - 
Net income before income taxes   - 
Provision for income taxes   - 
Net income  $- 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-827

 

 

ARRIVED HOMES SERIES VERNON, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S EQUITY

FOR THE PERIOD AUGUST 11, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

              Total 
    Member’s    Accumulated     Member’s 
    Capital    Deficit    Equity 
                
Balance at August 11, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   -    -    - 
Distributions   -    -    - 
Net income   -    -    - 
Balance at December 31, 2021  $-   $-   $- 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-828

 

 

ARRIVED HOMES SERIES VERNON, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD AUGUST 11, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

 

Cash flows from operating activities    
Net income  $- 
Adjustments to reconcile net income to net cash provided by operating activities:     
Depreciation   - 
Amortization   - 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (1,333)
Accrued expenses   602 
Due to related party   731 
Net cash provided by operating activities   - 
Net change in cash   - 
Cash at beginning of period  $- 
Cash at end of year  $- 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $- 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $85,103 
Acquisition of property  $263,973 
Mortgage payable for acquisition of property  $181,837 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-829

 

 

ARRIVED HOMES SERIES VERNON, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Vernon, a series of Arrived Homes, LLC, (“Series Vernon”) was formed on August 11, 2021 under the laws of Delaware. On November 23, 2021, the Arrived SC Vernon, LLC completed the acquisition of the Vernon property. The acquisition of the Vernon property was funded through an initial mortgage in the amount of $181,837 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Vernon property is being held by Arrived SC Vernon, LLC, a South Carolina limited liability company and wholly owned subsidiary of the Series.

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Series may adopt accounting standards based on the effective dates for public entities.

  

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived SC Vernon, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to member’s equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

F-830

 

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

F-831

 

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive income.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

The Series recognizes rental revenue on a monthly basis when earned.

 

F-832

 

 

Comprehensive Income

 

The Series follows FASB ASC 220 in reporting comprehensive income. Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. Since the Series has no items of other comprehensive income, comprehensive income is equal to net income.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-833

 

 

 NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $199,031 
Land   64,942 
Total   263,973 
Less: Accumulated depreciation   (603)
Property and equipment, net  $263,370 

 

Depreciation expense was $0 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Vernon property, the Series entered into a mortgage with Certain Lending Bank for a principal of $181,837, including loan fees of $2,108. The mortgage bears interest at a rate of 3.875% per year for the initial 7-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $0. As December 31, 2021, mortgage payable, net of unamortized loan fees of $2,108 was $179,729.

 

NOTE 6: MEMBER’S EQUITY

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-834

 

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $85,103 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $84,372 to the Manager, which is non-interest bearing, with no stated repayment terms.

 

NOTE 8: INCOME TAXES  

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $0, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $0 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 26%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $0.

 

The Series’ policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of comprehensive income. At inception, the Series had no unrecognized tax benefits and no charge during 2021, and accordingly, the Series did not recognize any interest or penalties during 2021 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2021.

 

The Series is not presently subject to any income tax audit in any taxing jurisdiction, though its 2021 tax year remains open to examination.

 

NOTE 9: SUBSEQUENT EVENTS

 

In January 2022, the Manager offered for sale (“public offering”) 11,609 membership interests of Series Vernon, which closed in Q1 2022. 

 

F-835

 

 

 

 

 

 

 

ARRIVED HOMES SERIES BASIL, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-836

 

ARRIVED HOMES SERIES BASIL, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-838
CONSOLIDATED BALANCE SHEET F-839
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-840
CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY F-841
CONSOLIDATED STATEMENT OF CASH FLOWS F-842
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-843 to F-848

 

F-837

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Board of Members and the Members of

Arrived Homes Series Basil, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Basil, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in members’ equity, and cash flows for the period May 27, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period May 27, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-838

 

 

ARRIVED HOMES SERIES BASIL, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 
     
ASSETS    
Current assets:    
Cash  $7,938 
Prepaid expenses   1,385 
Total current assets   9,323 
Property and equipment, net   200,978 
Deposits held by property management company   1,495 
Total assets  $211,796 
      
LIABILITIES AND MEMBERS’ EQUITY     
Current liabilities:     
Accrued expenses  $2,914 
Due to related party   262 
Total current liabilities   3,176 
Tenant deposits   1,495 
Mortgage payable, net   129,599 
Total liabilities   134,270 
      
Members’ equity:     
Members’ capital   80,080 
Accumulated deficit   (2,554)
Total members’ equity   77,526 
Total liabilities and members’ equity  $211,796 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-839

 

 

ARRIVED HOMES SERIES BASIL, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD MAY 27, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 
     
Rental income  $5,880 
Total revenue   5,880 
      
Operating expenses     
Depreciation   1,856 
Insurance   275 
Management fees   789 
Repair and maintenance   1,353 
Property taxes   238 
Other operating expenses   1,871 
Total operating expenses   6,382 
      
Loss from operations   (502)
      
Interest expense   (2,052)
Net loss before income taxes   (2,554)
Provision for income taxes   - 
Net loss  $(2,554)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-840

 

 

ARRIVED HOMES SERIES BASIL, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY

FOR THE PERIOD MAY 27, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

   Members’ Capital   Accumulated Deficit   Total Members’ Equity 
             
Balance at May 27, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   80,558    -    80,558 
Deemed contribution from Manager   -    -    - 
Distributions   (478)   -    (478)
Net loss   -    (2,554)   (2,554)
Balance at December 31, 2021  $80,080   $(2,554)  $77,526 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-841

 

 

ARRIVED HOMES SERIES BASIL, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD MAY 27, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(2,554)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   1,856 
Amortization   23 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (1,385)
Accrued expenses   2,914 
Due to related party   1,205 
Net cash provided by operating activities   2,059 
Cash flows from financing activities:     
Net proceeds received from refinancing of mortgage   - 
Repayment of amounts due to related party   (88,326)
Net proceeds from the issuance of membership units   94,684 
Distributions   (478)
Net cash provided by financing activities   5,879 
Net change in cash   7,938 
Cash at beginning of period   - 
Cash at end of year  $7,938 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $2,052 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $89,793 
Acquisition of property  $203,763 
Mortgage payable for acquisition of property  $131,625 
Offering expenses  $1,913 
Deemed contribution from Manager  $- 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-842

 

 

ARRIVED HOMES SERIES BASIL, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Basil, a series of Arrived Homes, LLC, (“Series Basil”) was formed on May 27, 2021 under the laws of Delaware. On June 25, 2021, the Arrived SC Basil, LLC completed the acquisition of the Basil property. The acquisition of the Basil property was funded through an initial mortgage in the amount of $131,625 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Basil property is being held by Arrived SC Basil, LLC, an South Carolina limited liability company and wholly owned subsidiary of the Series.

 

In August 2021, the Manager offered for sale (“public offering”) 9,564 membership interests of Series Basil to the general public (Note 6).

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Series may adopt accounting standards based on the effective dates for public entities.

 

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived SC Basil, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to member’s equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

F-843

 

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

F-844

 

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

F-845

 

 

The Series recognizes rental revenue on a monthly basis when earned.

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation, are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property  or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-846

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $153,138 
Land   50,625 
Total   203,763 
Less: Accumulated depreciation   (2,784)
Property and equipment, net  $200,978 

 

Depreciation expense was $1,856 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Basil property, the Series entered into a mortgage with Certain Lending Bank for a principal of $131,625, including loan fees of $2,066. The mortgage bears interest at a rate of 4.625% per year for the initial 5-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $23. As December 31, 2021, mortgage payable, net of unamortized loan fees of $2,026 was $129,599.

 

NOTE 6: MEMBERS’ EQUITY

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

 The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-847

 

 

Membership Interests

 

In August 2021, the Series closed on its public offering and issued 9,564 membership interests for net proceeds of $94,684.

 

In connection with the public offering, the Series incurred brokerage fees of 1% of gross proceeds, which is paid directly to the broker as a deduction from gross proceeds. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the offering of up to a maximum of 2% of the gross proceeds from the issuance of membership interests, which amounted to $1,913. The series also incurred a sourcing fee due to the Manager of $12,213.

 

Distributions

 

During the period ended December 31, 2021, the Series made distributions to the investors of the Series totaling $478, which were recorded as a reduction to members’ capital.

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $89,793 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $262 to the Manager, which is non-interest bearing with no stated repayment terms.

 

NOTE 8: INCOME TAXES

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $664, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $664 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 26%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $2,554.

 

The Series’ policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of comprehensive loss. At inception, the Series had no unrecognized tax benefits and no charge during 2021, and accordingly, the Series did not recognize any interest or penalties during 2021 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2021.

 

The Series is not presently subject to any income tax audit in any taxing jurisdiction, though its 2021 tax year remains open to examination.

 

NOTE 9: SUBSEQUENT EVENTS

 

In January 2022, the Manager declared and paid a dividend distribution of $1,243, based on operating results for the fourth quarter of fiscal 2021.

 

F-848

 

 

 

 

 

 

 

ARRIVED HOMES SERIES EASTFAIR, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-849

 

 

ARRIVED HOMES SERIES EASTFAIR, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-851
CONSOLIDATED BALANCE SHEET F-852
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-853
CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY F-854
CONSOLIDATED STATEMENT OF CASH FLOWS F-855
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-856 to F-861

 

F-850

 

  

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Members of

Arrived Homes Series Eastfair, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Eastfair, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in members’ equity, and cash flows for the period May 25, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period May 25, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-851

 

  

ARRIVED HOMES SERIES EASTFAIR, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021 

 

 

ASSETS    
Current assets:    
Cash  $10,835 
Prepaid expenses   2,917 
Total current assets   13,752 
Property and equipment, net   213,369 
Deposits held by property management company   3,590 
Total assets  $230,711 
      
LIABILITIES AND MEMBERS’ EQUITY     
Current liabilities:     
Accrued expenses  $3,525 
Due to related party   1,202 
Total current liabilities   4,727 
Tenant deposits   3,590 
Mortgage payable, net   147,794 
Total liabilities   156,111 
      
Members’ equity:     
Members’ capital   74,674 
Accumulated deficit   (74)
Total members’ equity   74,600 
Total liabilities and members’ equity  $230,711 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-852

 

 

ARRIVED HOMES SERIES EASTFAIR, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD MAY 25, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

  

Rental income  $7,180 
Total revenue   7,180 
      
Operating expenses     
Depreciation   1,971 
Insurance   231 
Management fees   861 
Repair and maintenance   310 
Property taxes   503 
Other operating expenses   1,040 
Total operating expenses   4,916 
      
Income from operations   2,264 
      
Interest expense   (2,338)
Net loss before income taxes   (74)
Provision for income taxes   - 
Net loss  $(74)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-853

 

  

ARRIVED HOMES SERIES EASTFAIR, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY

FOR THE PERIOD MAY 25, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

  

   Members’
Capital
   Accumulated
Deficit
   Total
Members’
Equity
 
Balance at May 25, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   75,104    -    75,104 
Deemed contribution from Manager   -    -    - 
Distributions   (430)   -    (430)
Net loss   -    (74)   (74)
Balance at December 31, 2021  $74,674   $(74)  $74,600 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-854

 

  

ARRIVED HOMES SERIES EASTFAIR, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD MAY 25, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

  

Cash flows from operating activities    
Net loss  $(74)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   1,971 
Amortization   25 
Changes in operating assets and liabilities      
Accounts receivable   - 
Prepaid expenses   (2,917)
Accrued expenses   3,525 
Due to related party   2,210 
Net cash provided by operating activities   4,740 
Cash flows from financing activities:     
Net proceeds received from refinancing of mortgage   - 
Repayment of amounts due to related party   (78,645)
Net proceeds from the issuance of membership units   85,170 
Distributions   (430)
Net cash provided by financing activities   6,095 
Net change in cash   10,835 
Cash at beginning of period   - 
Cash at end of year  $10,835 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $2,338 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $82,057 
Acquisition of property  $216,325 
Mortgage payable for acquisition of property  $150,000 
Offering expenses  $1,721 
Deemed contribution from Manager  $- 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-855

 

  

ARRIVED HOMES SERIES EASTFAIR, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Eastfair, a series of Arrived Homes, LLC, (“Series Eastfair”) was formed on May 25, 2021 under the laws of Delaware. On June 9, 2021, the Arrived SC Eastfair, LLC completed the acquisition of the Eastfair property. The acquisition of the Eastfair property was funded through an initial mortgage in the amount of $150,000 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Eastfair property is being held by Arrived SC Eastfair, LLC, an South Carolina limited liability company and wholly owned subsidiary of the Series.

 

In August 2021, the Manager offered for sale (“public offering”) 8,603 membership interests of Series Eastfair to the general public (Note 6).

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Series may adopt accounting standards based on the effective dates for public entities.

  

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived SC Eastfair, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to member’s equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

F-856

 

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

F-857

 

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

Identification of a contract with a customer;

 

Identification of the performance obligations in the contract;

 

Determination of the transaction price;

 

Allocation of the transaction price to the performance obligations in the contract; and

 

Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

The Series recognizes rental revenue on a monthly basis when earned.

 

F-858

 

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation, are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-859

 

 

 NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31,
2021
 
Building  $162,575 
Land   53,750 
Total   216,325 
Less: Accumulated depreciation   (2,956)
Property and equipment, net  $213,369 

 

Depreciation expense was $1,971 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Eastfair property, the Series entered into a mortgage with Certain Lending Bank for a principal of $150,000, including loan fees of $2,250. The mortgage bears interest at a rate of 4.625% per year for the initial 5-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $25. As December 31, 2021, mortgage payable, net of unamortized loan fees of $2,206 was $147,794.

 

NOTE 6: MEMBERS’ EQUITY

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

 The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-860

 

 

Membership Interests

 

In August 2021, the Series closed on its public offering and issued 8,603 membership interests for net proceeds of $85,170.

 

In connection with the public offering, the Series incurred brokerage fees of 1% of gross proceeds, which is paid directly to the broker as a deduction from gross proceeds. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the offering of up to a maximum of 2% of the gross proceeds from the issuance of membership interests, which amounted to $1,721. The series also incurred a sourcing fee due to the Manager of $8,345.

 

Distributions

 

During the period ended December 31, 2021, the Series made distributions to the investors of the Series totaling $430, which were recorded as a reduction to members’ capital.

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $82,057 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $1,202 to the Manager, which is non-interest bearing with no stated repayment terms.

 

NOTE 8: INCOME TAXES

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $19, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $19 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 26%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $74.

 

The Series’ policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of comprehensive loss. At inception, the Series had no unrecognized tax benefits and no charge during 2021, and accordingly, the Series did not recognize any interest or penalties during 2021 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2021.

 

The Series is not presently subject to any income tax audit in any taxing jurisdiction, though its 2021 tax year remains open to examination.

 

NOTE 9: SUBSEQUENT EVENTS

 

In January 2022, the Manager declared and paid a dividend distribution of $1,290, based on operating results for the fourth quarter of fiscal 2021.

 

F-861

 

 

 

 

 

 

 

ARRIVED HOMES SERIES ROSEBERRY, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-862

 

 

ARRIVED HOMES SERIES ROSEBERRY, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-864
CONSOLIDATED BALANCE SHEET F-865
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-866
CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY F-867
CONSOLIDATED STATEMENT OF CASH FLOWS F-868
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-869 to F-874

 

F-863

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Members of

Arrived Homes Series Roseberry, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Roseberry, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in members’ equity, and cash flows for the period June 18, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period June 18, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-864

 

 

ARRIVED HOMES SERIES ROSEBERRY, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $2,749 
Prepaid expenses   4,555 
Total current assets   7,304 
Property and equipment, net   326,445 
Deposits held by property management company   3,443 
Total assets  $337,192 
      
LIABILITIES AND MEMBERS’ EQUITY     
Current liabilities:     
Accrued expenses  $3,217 
Due to related party   5,136 
Total current liabilities   8,353 
Tenant deposits   3,443 
Mortgage payable, net   208,948 
Total liabilities   220,744 
      
Members’ equity:     
Members’ capital   125,794 
Accumulated deficit   (9,346)
Total members’ equity   116,448 
Total liabilities and members’ equity  $337,192 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-865

 

 

ARRIVED HOMES SERIES ROSEBERRY, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD JUNE 18, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $7,956 
Total revenue   7,956 
      
Operating expenses     
Depreciation   3,009 
Insurance   336 
Management fees   392 
Repair and maintenance   6,620 
Property taxes   877 
Other operating expenses   2,785 
Total operating expenses   14,019 
      
Loss from operations   (6,063)
      
Interest expense   (3,283)
Net loss before income taxes   (9,346)
Provision for income taxes   - 
Net loss  $(9,346)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-866

 

 

ARRIVED HOMES SERIES ROSEBERRY, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY

FOR THE PERIOD JUNE 18, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

           Total 
   Members’   Accumulated   Members’ 
   Capital   Deficit   Equity 
             
Balance at June 18, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   127,258    -    127,258 
Deemed contribution from Manager   -    -    - 
Distributions   (1,464)   -    (1,464)
Net loss   -    (9,346)   (9,346)
Balance at December 31, 2021  $125,794   $(9,346)  $116,448 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-867

 

 

ARRIVED HOMES SERIES ROSEBERRY, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD SEPTEMBER 2, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(9,346)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   3,009 
Amortization   26 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (4,555)
Accrued expenses   3,217 
Due to related party   3,094 
Net cash provided by operating activities   (4,555)
Cash flows from financing activities:     
Net proceeds received from refinancing of mortgage   - 
Repayment of amounts due to related party   (136,088)
Net proceeds from the issuance of membership units   144,856 
Distributions   (1,464)
Net cash provided by financing activities   7,304 
Net change in cash   2,749 
Cash at beginning of period   - 
Cash at end of year  $2,749 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $3,283 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $144,318 
Acquisition of property  $329,454 
Mortgage payable for acquisition of property  $211,250 
Offering expenses  $2,928 
Deemed contribution from Manager  $- 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-868

 

 

ARRIVED HOMES SERIES ROSEBERRY, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Roseberry, a series of Arrived Homes, LLC, (“Series Roseberry”) was formed on June 18, 2021 under the laws of Delaware. On August 2, 2021, the Arrived SC Roseberry, LLC completed the acquisition of the Roseberry property. The acquisition of the Roseberry property was funded through an initial mortgage in the amount of $211,250 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Roseberry property is being held by Arrived SC Roseberry, LLC, an South Carolina limited liability company and wholly owned subsidiary of the Series.

 

In August 2021, the Manager offered for sale (“public offering”) 14,642 membership interests of Series Roseberry to the general public (Note 6).

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Series may adopt accounting standards based on the effective dates for public entities.

  

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived SC Roseberry, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to member’s equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

F-869

 

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

F-870

 

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

Identification of a contract with a customer;

 

Identification of the performance obligations in the contract;

 

Determination of the transaction price;

 

Allocation of the transaction price to the performance obligations in the contract; and

 

Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

F-871

 

 

The Series recognizes rental revenue on a monthly basis when earned.

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation, are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

F-872

 

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $248,204 
Land   81,250 
Total   329,454 
Less: Accumulated depreciation   (3,009)
Property and equipment, net  $326,445 

 

Depreciation expense was $3,009 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Roseberry property, the Series entered into a mortgage with Certain Lending Bank for a principal of $211,250, including loan fees of $2,334. The mortgage bears interest at a rate of 4.625% per year for the initial 5-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 30 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $26. As December 31, 2021, mortgage payable, net of unamortized loan fees of $2,302 was $208,948.

 

NOTE 6: MEMBERS’ EQUITY

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

 The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-873

 

 

Membership Interests

 

In August 2021, the Series closed on its public offering and issued 14,642 membership interests for net proceeds of $144,856.

 

In connection with the public offering, the Series incurred brokerage fees of 1% of gross proceeds, which is paid directly to the broker as a deduction from gross proceeds. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the offering of up to a maximum of 2% of the gross proceeds from the issuance of membership interests, which amounted to $2,928. The series also incurred a sourcing fee due to the Manager of $14,669.

 

Distributions

 

During the period ended December 31, 2021, the Series made distributions to the investors of the Series totaling $1,464, which were recorded as a reduction to members’ capital.

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The acquisition of the property was funded through an initial mortgage as noted above, as well as $144,318 in advances from the Manager, which were paid directly to the property’s seller.

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $5,136 to the Manager, which is non-interest bearing with no stated repayment terms.

 

NOTE 8: INCOME TAXES

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $2,430, solely attributable to net loss carryforwards.

 

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

 

Therefore, a valuation allowance of $2,430 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 26%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

 

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $9,346.

 

The Series’ policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of comprehensive loss. At inception, the Series had no unrecognized tax benefits and no charge during 2021, and accordingly, the Series did not recognize any interest or penalties during 2021 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2021.

 

The Series is not presently subject to any income tax audit in any taxing jurisdiction, though its 2021 tax year remains open to examination.

 

NOTE 9: SUBSEQUENT EVENTS

 

In January 2022, the Manager declared and paid a dividend distribution of $1,902, based on operating results for the fourth quarter of fiscal 2021.

 

F-874

 

 

 

 

 

 

 

ARRIVED HOMES SERIES SPLASH, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-875

 

 

ARRIVED HOMES SERIES SPLASH, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-877
CONSOLIDATED BALANCE SHEET F-878
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-879
CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY F-880
CONSOLIDATED STATEMENT OF CASH FLOWS F-881
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-882 to F-887

 

F-876

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Members of

Arrived Homes Series Splash, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Splash, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in members’ equity, and cash flows for the period April 27, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period April 27, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-877

 

 

ARRIVED HOMES SERIES SPLASH, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $12,537 
Prepaid expenses   439 
Total current assets   12,976 
Property and equipment, net   213,550 
Deposits held by property management company   1,450 
Total assets  $227,976 
      
LIABILITIES AND MEMBERS’ EQUITY     
Current liabilities:     
Accrued expenses  $2,426 
Due to related party   2,605 
Total current liabilities   5,031 
Tenant deposits   1,450 
Mortgage payable, net   121,823 
Total liabilities   128,304 
      
Members’ equity:     
Members’ capital   100,559 
Accumulated deficit   (887)
Total members’ equity   99,672 
Total liabilities and members’ equity  $227,976 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-878

 

 

ARRIVED HOMES SERIES SPLASH, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD APRIL 27, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $5,890 
Total revenue   5,890 
      
Operating expenses     
Depreciation   1,985 
Insurance   293 
Management fees   - 
Repair and maintenance   2,000 
Property taxes   336 
Other operating expenses   467 
Total operating expenses   5,081 
      
Income from operations   809 
      
Interest expense   (1,696)
Net loss before income taxes   (887)
Provision for income taxes   - 
Net loss  $(887)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-879

 

 

ARRIVED HOMES SERIES SPLASH, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY

FOR THE PERIOD APRIL 27, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

           Total 
   Members’   Accumulated   Members’ 
   Capital   Deficit   Equity 
Balance at April 27, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   102,238    -    102,238 
Deemed contribution from Manager   -    -    - 
Distributions   (1,679)   -    (1,679)
Net loss   -    (887)   (887)
Balance at December 31, 2021  $100,559   $(887)  $99,672 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-880

 

 

ARRIVED HOMES SERIES SPLASH, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD APRIL 27, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(887)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   1,985 
Amortization   8 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (439)
Accrued expenses   2,426 
Due to related party   4,636 
Net cash provided by operating activities   7,729 
Cash flows from financing activities:     
Net proceeds received from refinancing of mortgage   - 
Repayment of amounts due to related party   (104,304)
Net proceeds from the issuance of membership units   110,791 
Distributions   (1,679)
Net cash provided by financing activities   4,808 
Net change in cash   12,537 
Cash at beginning of period   - 
Cash at end of year  $12,537 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $1,252 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $- 
Acquisition of property  $217,520 
Mortgage payable for acquisition of property  $122,500 
Offering expenses  $2,238 
Deemed contribution from Manager  $- 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-881

 

 

ARRIVED HOMES SERIES SPLASH, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Splash, a series of Arrived Homes, LLC, (“Series Splash”) was formed on April 27, 2021 under the laws of Delaware. On May 3, 2021, the Arrived AR Splash, LLC completed the acquisition of the Splash property. The acquisition of the Splash property was funded through an initial mortgage in the amount of $122,500 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Splash property is being held by Arrived AR Splash, LLC, an Arkansas limited liability company and wholly owned subsidiary of the Series.

 

In August 2021, the Manager offered for sale (“public offering”) 11,191 membership interests of Series Splash to the general public (Note 6).

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Series may adopt accounting standards based on the effective dates for public entities.

 

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived AR Splash, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to member’s equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

F-882

 

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

F-883

 

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

F-884

 

 

The Series recognizes rental revenue on a monthly basis when earned.

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation, are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-885

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $163,770 
Land   53,750 
Total   217,520 
Less: Accumulated depreciation   (3,970)
Property and equipment, net  $213,550 

 

Depreciation expense was $1,971 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Splash property, the Series entered into a mortgage with Arvest Bank for a principal of $122,500, including loan fees of $689. The mortgage bears interest at a rate of 4.000% per year for the initial 5-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 10 years of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $12. As December 31, 2021, mortgage payable, net of unamortized loan fees of $677 was $121,823.

 

NOTE 6: MEMBERS’ EQUITY

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

 

F-886

 

 

Membership Interests

 

In August 2021, the Series closed on its public offering and issued 11,191 membership interests for net proceeds of $110,791.

 

In connection with the public offering, the Series incurred brokerage fees of 1% of gross proceeds, which is paid directly to the broker as a deduction from gross proceeds. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the offering of up to a maximum of 2% of the gross proceeds from the issuance of membership interests, which amounted to $2,238. The series also incurred a sourcing fee due to the Manager of $6,315.

 

Distributions

 

During the period ended December 31, 2021, the Series made distributions to the investors of the Series totaling $1,679, which were recorded as a reduction to members’ capital.

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $2,605 to the Manager, which is non-interest bearing with no stated repayment terms.

 

NOTE 8: INCOME TAXES

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $195, solely attributable to net loss carryforwards.

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

Therefore, a valuation allowance of $195 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 22%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $887.

The Series’ policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of comprehensive loss. At inception, the Series had no unrecognized tax benefits and no charge during 2021, and accordingly, the Series did not recognize any interest or penalties during 2021 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2021.

The Series is not presently subject to any income tax audit in any taxing jurisdiction, though its 2021 tax year remains open to examination.

 

NOTE 9: SUBSEQUENT EVENTS

 

In January 2022, the Manager declared and paid a dividend distribution of $1,679, based on operating results for the fourth quarter of fiscal 2021.

 

F-887

 

 

 

 

 

 

 

ARRIVED HOMES SERIES TUSCAN, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

 

 

 

 

 

F-888

 

 

ARRIVED HOMES SERIES TUSCAN, a series of Arrived Homes, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 00536) F-890
CONSOLIDATED BALANCE SHEET F-891
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS F-892
CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY F-893
CONSOLIDATED STATEMENT OF CASH FLOWS F-894
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-895 to F-900

 

F-889

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Members and the Members of

Arrived Homes Series Tuscan, a series of Arrived Homes, LLC

Seattle, Washington

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Arrived Homes Series Tuscan, a series of Arrived Homes, LLC (the “Series”) as of December 31, 2021, and the related consolidated statements of comprehensive loss, changes in members’ equity, and cash flows for the period April 27, 2021 (date of inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Series as of December 31, 2021, and the consolidated results of their operations and their cash flows for the period April 27, 2021 (date of inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Series will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Series’ management.  Our responsibility is to express an opinion on the Series’ consolidated financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting, as part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Series’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audit provides a reasonable basis for our opinion.  

 

/s/ Morison Cogen LLP

 

We have served as the Series’ auditor since 2021.  

 

Blue Bell, Pennsylvania

May 2, 2022

 

F-890

 

 

ARRIVED HOMES SERIES TUSCAN, a series of Arrived Homes, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2021

 

 

ASSETS    
Current assets:    
Cash  $15,689 
Prepaid expenses   613 
Total current assets   16,302 
Property and equipment, net   318,765 
Deposits held by property management company   2,195 
Total assets  $337,262 
      
LIABILITIES AND MEMBERS’ EQUITY     
Current liabilities:     
Accrued expenses  $2,818 
Due to related party   2,231 
Total current liabilities   5,049 
Tenant deposits   2,195 
Mortgage payable, net   180,658 
Total liabilities   187,902 
      
Members’ equity:     
Members’ capital   150,001 
Accumulated deficit   (641)
Total members’ equity   149,360 
Total liabilities and members’ equity  $337,262 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-891

 

 

ARRIVED HOMES SERIES TUSCAN, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE PERIOD APRIL 27, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Rental income  $9,130 
Total revenue   9,130 
      
Operating expenses     
Depreciation   2,960 
Insurance   408 
Management fees   - 
Repair and maintenance   2,000 
Property taxes   1,044 
Other operating expenses   849 
Total operating expenses   7,261 
      
Income from operations   1,869 
      
Interest expense   (2,510)
Net loss before income taxes   (641)
Provision for income taxes   - 
Net loss  $(641)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-892

 

 

ARRIVED HOMES SERIES TUSCAN, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY

FOR THE PERIOD APRIL 27, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

           Total 
   Members’   Accumulated   Members’ 
   Capital   Deficit   Equity 
Balance at April 27, 2021 (inception)  $-   $-   $- 
Issuance of membership interests, net of offering costs   152,484    -    152,484 
Deemed contribution from Manager   -    -    - 
Distributions   (2,483)   -    (2,483)
Net loss   -    (641)   (641)
Balance at December 31, 2021  $150,001   $(641)  $149,360 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-893

 

 

ARRIVED HOMES SERIES TUSCAN, a series of Arrived Homes, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD APRIL 27, 2021 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2021

 

 

Cash flows from operating activities    
Net loss  $(641)
Adjustments to reconcile net loss to net cash provided by operating activities:     
Depreciation   2,960 
Amortization   9 
Changes in operating assets and liabilities     
Accounts receivable   - 
Prepaid expenses   (613)
Accrued expenses   2,818 
Due to related party   4,990 
Net cash provided by operating activities   9,523 
Cash flows from financing activities:     
Net proceeds received from refinancing of mortgage   - 
Repayment of amounts due to related party   (155,216)
Net proceeds from the issuance of membership units   163,865 
Distributions   (2,483)
Net cash provided by financing activities   6,166 
Net change in cash   15,689 
Cash at beginning of period   - 
Cash at end of year  $15,689 
      
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $- 
Cash paid for interest  $1,855 
      
Supplemental disclosure of non-cash investing and financing activities:     
Advance from related party for acquisition of property  $- 
Acquisition of property  $324,389 
Mortgage payable for acquisition of property  $181,480 
Offering expenses  $3,310 
Deemed contribution from Manager  $- 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-894

 

 

ARRIVED HOMES SERIES TUSCAN, a series of Arrived Homes, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1: NATURE OF OPERATIONS

 

Arrived Homes, LLC (“Homes”) is a Delaware Series limited liability company formed on July 13, 2020 under the laws of Delaware. Homes was formed to permit public investment in individual single family rental homes, each of which will be held by a separate property-owning subsidiary owned by a separate Series of limited liability interests, or “Series”. As a Delaware Series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

 

Arrived Homes Series Tuscan, a series of Arrived Homes, LLC, (“Series Tuscan”) was formed on April 27, 2021 under the laws of Delaware. On May 13, 2021, the Arrived AR Tuscan, LLC completed the acquisition of the Tuscan property. The acquisition of the Tuscan property was funded through an initial mortgage in the amount of $181,400 (Note 5) with the remainder of the purchase price being advanced by Arrived Holdings, Inc. (the “Manager”). The Tuscan property is being held by Arrived AR Tuscan, LLC, an Arkansas limited liability company and wholly owned subsidiary of the Series.

 

In August 2021, the Manager offered for sale (“public offering”) 16,552 membership interests of Series Tuscan to the general public (Note 6).

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Series conform to accounting principles generally accepted in the United States of America (GAAP). The Series has adopted a calendar year as its fiscal year.

 

The Series is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Series may adopt accounting standards based on the effective dates for public entities.

 

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Series and its wholly-owned subsidiary, Arrived AR Tuscan, LLC (collectively the “Series”). All inter-company transactions and balances have been eliminated on consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Deferred Offering Costs

 

The Series complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to member’s equity upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements and sourcing fees as noted below.

 

Per the operating agreement, the Manager is eligible to receive up to a maximum of 2% of the gross offering proceeds per the Series offering, as reimbursement for offering expenses including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.

 

F-895

 

 

Upon completion of an offering, the Series may also be entitled to pay the Manager sourcing fees as defined in the offering documents. The Manager is responsible for sourcing and analyzing the Series’ property.

 

Fair Value of Financial Instruments

 

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

 

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

 

The carrying amounts reported in the consolidated balance sheet approximate their fair value.

 

Management Fee

 

The Manager will receive from the Series an annual asset management fee equal to one percent (1%) of the capital contributions to the Series. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the Series’ organization and offering, the Series’ operations, the acquisition of properties and in connection with third parties service providers. The Manager may also receive a portion of the property management fee and the property disposition fee as described below. The Manager reserves the right to waive any fees or reimbursements it is due in its’ sole discretion and if so, these expenses will still be recognized by the Series with a corresponding credit to contributed capital.

 

Property Management Fee

 

As compensation for the services provided by the property management company, the Series will be charged a property management fee equal to eight percent (8%) of rents collected on the Series’ property. To the extent that, under the terms of a specific property management agreement, the property manager is paid a fee that is less than the eight percent (8%) charged to the Series, the Manager will receive the difference as income. If the Series’ property is vacant and not producing rental income, the property management company is not entitled to a fee.

 

Property Disposition Fee

 

Upon the disposition and sale of the Series’ property, the Manager will charge the Series a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. It is expected that the disposition fee charged to the Series will range from six to seven percent of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the Series, the Manager will receive the difference.

 

Prepaid and Accrued Expenses

 

Prepaid expenses consist of prepaid insurance. Accrued expenses includes accrued property taxes and interest payable on the Series’ mortgage.

 

F-896

 

 

Deposits Held by Property Management Company and Tenant Deposit Liability

 

The deposits held by property management company represent funds from tenants’ security deposits that are held by the property management company classified as assets. Tenant deposit liabilities represent security deposits received by tenants.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. The Series’ property and equipment includes the cost of the purchased property, including the building and related land. The Series allocates certain capitalized title fees and relevant acquisition expenses to the capitalized costs of the building. All capitalized property costs, except for the value attributable to the land, are depreciated using the straight-line method over the estimated useful life of 27.5 years. Additions and property improvements in excess of $5,000 are capitalized and depreciated using the straight-line method over the estimated useful lives of 5-7 years, while routine repairs and maintenance are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statement of comprehensive loss.

 

Impairment of Long-Lived Assets

 

The Series continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Series assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Series recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Series did not record any impairment losses on long-lived assets for the period ended December 31, 2021.

 

Operating Expenses

 

The Series is responsible for the costs and expenses attributable to the activities of the Series. The Manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from a Series property and cannot be covered by any operating expense reserves on the balance sheet of the Series y, the Manager may (a) pay such operating expenses and not seek reimbursement, in which case the expenses would be recognized by the Series with a credit to contributed capital. (b) loan the amount of the operating expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by Series’ property, and/or (c) cause additional interests to be issued in the Series in order to cover such additional amounts. 

 

Revenue Recognition

 

The Series adopted FASB ASC 606, Revenue from Contracts with Customers, and its related amendments, effective at inception using the modified retrospective transition approach applied to all contracts. There were no cumulative impacts that were made. The Series determines revenue recognition through the following steps:

 

  Identification of a contract with a customer;

 

  Identification of the performance obligations in the contract;

 

  Determination of the transaction price;

 

  Allocation of the transaction price to the performance obligations in the contract; and

 

  Recognition of revenue when or as the performance obligations are satisfied.

 

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Series expects to be entitled to in exchange for those goods or services. As a practical expedient, the Series does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

 

F-897

 

 

The Series recognizes rental revenue on a monthly basis when earned.

 

Comprehensive Loss

 

The Series follows FASB ASC 220 in reporting comprehensive loss. Comprehensive loss is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net loss. Since the Series has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Organizational Costs

 

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation, are expensed as incurred.

 

Income Taxes

 

The Series has elected and qualifies to be taxed as a C corporation.

 

The Series uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Series assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the consolidated financial statements.

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Series is currently evaluating the impact on their consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and has issued subsequent amendments to this guidance. This new standard will replace all current guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a Series should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for interim and annual periods beginning after December 31, 2018. The standard may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Series has adopted this standard upon inception and it did not have a material impact on their consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Series will adopt those that are applicable under the circumstances.

 

NOTE 3: GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Series has a lack of liquidity, nominal cash, and has limited operations since inception. These factors, among others, raise substantial doubt about the ability of the Series to continue as a going concern for a reasonable period of time. The Series’ ability to continue as a going concern in the next twelve months is dependent upon its ability to continue to generate cash flow from the rental property or obtain funding from the Manager. In the event the Series requires immediate liquidity to continue its operations, the Manager plans to fund the Series to cover its operating expense requirements. However, there are no assurances that the Manager will always be in the position to provide funding when needed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Series be unable to continue as a going concern.

 

F-898

 

 

NOTE 4: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31, 
   2021 
Building  $244,164 
Land   80,225 
Total   324,389 
Less: Accumulated depreciation   (5,623)
Property and equipment, net  $318,765 

 

Depreciation expense was $2,960 for the period ended December 31, 2021.

 

NOTE 5: MORTGAGE PAYABLE

 

In connection with the purchase of the Tuscan property, the Series entered into a mortgage with Arvest Bank  for a principal of $181,480 , including loan fees of $836. The mortgage bears interest at a rate of 4%  per year for the initial 5-year interest only period and then bears a variable interest rate for the remaining term of the mortgage. The mortgage requires interest only payments on a monthly basis and the principal must be repaid within 10 years  of the date of closing of the purchase of the Series’ property. The mortgage is secured by the Series property. As of December 31, 2021, the entire principal of the mortgage loan remained outstanding.

 

Loan fees incurred in connection with the mortgage were capitalized as a debt discount and are being amortized to interest expenses over the life of the loan. During the period ended December 31, 2021, the Series recorded amortization of loan fees of $9. As December 31, 2021, mortgage payable, net of unamortized loan fees of $822 was $180,658.

 

NOTE 6: MEMBERS’ EQUITY

 

The Series is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of the Series. Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Series.

 

The Manager will be responsible for directing the management of Series business and affairs, managing the day-to-day affairs, and implementing the Series investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

 

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Series expects the Manager to make distributions on a quarterly basis. However, the Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

 

The debts, obligations, and liabilities of the Series, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Series, and no member of the Series is obligated personally for any such debt, obligation, or liability.

  

F-899

 

 

Membership Interests

 

In August 2021, the Series closed on its public offering and issued 16,552 membership interests for net proceeds of $163,865.

 

In connection with the public offering, the Series incurred brokerage fees of 1% of gross proceeds, which is paid directly to the broker as a deduction from gross proceeds. Additionally, pursuant to the operating agreement, the Manager will receive reimbursements for out-of-pocket expenses in connection with the offering of up to a maximum of 2% of the gross proceeds from the issuance of membership interests, which amounted to $3,310. The series also incurred a sourcing fee due to the Manager of $8,071.

 

Distributions

 

During the period ended December 31, 2021, the Series made distributions to the investors of the Series totaling $2,483, which were recorded as a reduction to members’ capital.

 

NOTE 7: RELATED PARTY TRANSACTIONS

 

The Series’ Manager, Arrived Holdings, Inc., is a managing member with common management of the Series.

 

Due to Related Party

 

The Series enters into various transactions with the Manager and affiliates of the Manager in the normal course of operating and financing activities. As of December 31, 2021, the Series owed $2,231 to the Manager, which is non-interest bearing with no stated repayment terms.

 

NOTE 8: INCOME TAXES

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards. As of December 31, 2021, the Series had net deferred tax assets before valuation allowance of $141, solely attributable to net loss carryforwards.

The Series recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Series considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Series assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to due to the current uncertainty of the future realization of the deferred tax assets.

Therefore, a valuation allowance of $141 was recorded as of December 31, 2021. Deferred tax assets were calculated using the Series’ federal and state combined effective tax rate, which it estimated to be 22%. The effective rate is reduced to 0% for 2021 due to the full valuation allowance on its net deferred tax assets.

The Series’ ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2021, the Series had net operating loss carryforwards available to offset future taxable income in the amount of $641.

The Series’ policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of comprehensive loss. At inception, the Series had no unrecognized tax benefits and no charge during 2021, and accordingly, the Series did not recognize any interest or penalties during 2021 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2021.

The Series is not presently subject to any income tax audit in any taxing jurisdiction, though its 2021 tax year remains open to examination.

 

NOTE 9: SUBSEQUENT EVENTS

 

In January 2022, the Manager declared and paid a dividend distribution of $2,483, based on operating results for the fourth quarter of fiscal 2021.

 

F-900

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
2.1*   Certificate of Formation of Arrived Homes, LLC (incorporated by reference to Exhibit 2.1 to the Form 1-A filed on September 9, 2020)
2.2*   Operating Agreement of Arrived Homes, LLC (incorporated by reference to Exhibit 2.2 to the Form 1-A filed on September 9, 2020)
3.1*   Form of Series Designation of Arrived Homes Series [*], a series of Arrived Homes, LLC (incorporated by reference to Exhibit 3.1 to the Form 1-A filed on January 12, 2021)
4.1*   Form of Subscription Agreement of Arrived Homes Series [*], a Series of Arrived Homes, LLC (incorporated by reference to Exhibit 4.1 to the Form 1-A filed on January 12, 2021)
6.1*   Broker Dealer Agreement, dated September 23, 2020, between Arrived Homes LLC and Dalmore Group, LLC (incorporated by reference to Exhibit 6.1 to the Form 1-A, Amendment No. 1 filed on October 30, 2020)
6.2*   Form of Purchase and Sale Agreement dated October 26, 2020, between Arrived Holdings, Inc. and Arrived Homes Series Lierly LLC, a series of Arrived Homes, LLC (incorporated by reference to Exhibit 6.2 to the Form 1-A, Amendment No. 1 filed on October 30, 2020)
6.3*   Form of Promissory Note between Arrived Homes Series Lierly LLC, a series of Arrived Holdings, LLC, and Arrived Holdings, Inc. (incorporated by reference to Exhibit 6.3 to the Form 1-A, Amendment No. 1 filed on October 30, 2020)
6.4*   Form of Property Management Agreement dated [*], 202[*], between Blue Canopy Realty and Arrived Homes Series [*] LLC, a series of Arrived Homes, LLC (incorporated by reference to Exhibit 6.4 to the Form 1-A filed on January 12, 2021)
6.5*   Form of Purchase and Sale Agreement dated October 26, 2020, between Arrived Holdings, Inc. and Arrived Homes Series Soapstone LLC, a series of Arrived Homes, LLC (incorporated by reference to Exhibit 6.5 to the Form 1-A, Amendment No. 1 filed on October 30, 2020)
6.6*   Promissory Note between Arrived Homes Series Soapstone LLC, a series of Arrived Holdings, LLC, and Arrived Holdings, Inc. (incorporated by reference to Exhibit 6.6 to the Form 1-A, Amendment No. 1 filed on October 30, 2020)
6.7*   Form of Purchase and Sale Agreement dated January 4, 2021, between Arrived Holdings, Inc. and Arrived Homes Series Patrick LLC, a series of Arrived Homes, LLC (incorporated by reference to Exhibit 6.7 to the Form 1-A filed on January 12, 2021)
6.8*   Form of Software and Services License Agreement dated [*], 2020 by and between North Capital Investment Technology, Inc. and Arrived Holdings, Inc. (incorporated by reference to Exhibit 6.8 to the Form 1-A filed on September 9, 2020)
6.9*   Promissory Note between Arrived Homes Series Patrick LLC, a series of Arrived Homes, LLC and Arrived Holdings, Inc. dated January 4, 2021 (incorporated by reference to Exhibit 6.9 to the Form 1-A filed on January 12, 2021)
6.10*   Form of Purchase and Sale Agreement dated January 1, 2021, between Arrived Holdings, Inc. and Arrived Homes Series Pecan LLC, a series of Arrived Homes, LLC (incorporated by reference to Exhibit 6.10 to the Form 1-A filed on January 12, 2021)
6.11*   Promissory Note between Arrived Homes Series Pecan LLC, a series of Arrived Homes, LLC and Arrived Holdings, Inc. dated January 1, 2021 (incorporated by reference to Exhibit 6.11 to the Form 1-A filed on January 12, 2021)
6.12*   Form of Membership Interest Purchase Agreement dated January 4, 2021, between Arrived Holdings, Inc. and Arrived Homes Series Plumtree LLC, a series of Arrived Homes, LLC  (incorporated by reference to Exhibit 6.12 to the Form 1-A filed on January 12, 2021)
6.13*   Promissory Note between Arrived Homes Series Plumtree LLC, a series of Arrived Homes, LLC and Arrived Holdings, Inc. dated January 4, 2021 (incorporated by reference to Exhibit 6.13 to the Form 1-A filed on January 12, 2021)
6.14*   Form of Membership Interest Purchase Agreement dated January 14, 2021, between Arrived Holdings, Inc. and Arrived Homes Series Chaparral LLC, a series of Arrived Homes, LLC (incorporated by reference to Exhibit 6.14 to the Form 1-A filed on January 12, 2021)

 

39

 

 

6.15*   Promissory Note between Arrived Homes Series Chaparral LLC, a series of Arrived Homes, LLC and Arrived Holdings, Inc. dated January 14, 2021 (incorporated by reference to Exhibit 6.15 to the Form 1-A filed on January 12, 2021)
6.16*   Membership Interest Purchase Agreement dated April 30, 2021, between Arrived Holdings, Inc. and Arrived Homes Series Splash LLC, a series of Arrived Homes, LLC
6.17*   Promissory Note between Arrived Homes Series Splash LLC, a series of Arrived Homes, LLC and Arrived Holdings, Inc. dated April 30, 2021
6.18*   Membership Interest Purchase Agreement dated May 12, 2021, between Arrived Holdings, Inc. and Arrived Homes Series Tuscan LLC, a series of Arrived Homes, LLC
6.19*   Promissory Note between Arrived Homes Series Tuscan LLC, a series of Arrived Homes, LLC and Arrived Holdings, Inc. dated May 12, 2021
6.20*   Contract of Sale Residential dated May 11, 2021 by and between the seller and Arrived SC Kingsley, LLC
6.21*   Promissory Note between Arrived Homes Series Kingsley LLC, a series of Arrived Homes, LLC and Arrived Holdings, Inc. dated June 1, 2021
6.22*   Offer to Purchase and Contract dated May 14, 2021 by and between certain sellers and Arrived NC Centennial, LLC
6.23*   Promissory Note between Arrived Homes Series Centennial LLC, a series of Arrived Homes, LLC and Arrived Holdings, Inc. dated June 7, 2021
6.24*   Contract of Sale Residential dated May 14, 2021 by and between the seller named therein and Arrived SC Eastfair, LLC
6.25*   Promissory Note between Arrived Homes Series Eastfair LLC, a series of Arrived Homes, LLC and Arrived Holdings, Inc. dated June 4, 2021
6.26*   Purchase and Sale Agreement dated May 13, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Badminton Property
6.27*   Purchase and Sale Agreement dated May 21, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Basil Property
6.28*   Purchase and Sale Agreement dated May 15, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Eastfair Property
6.29*   Purchase and Sale Agreement dated May 12, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Holloway Property
6.30*   Purchase and Sale Agreement dated May 11, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Kingsley Property
6.31*   Purchase and Sale Agreement dated May 21, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Lallie Property
6.32*   Purchase and Sale Agreement dated March 29, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Pinot Property
6.32.1*   Counteroffer to Offer dated March 27, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Pinot Property
6.33*   Purchase and Sale Agreement dated March 26, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Salem Property
6.33.1*   Counteroffer to Offer dated March 30, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Salem Property
6.34*   Purchase and Sale Agreement dated May 24, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Shoreline Property
6.35*   Purchase and Sale Agreement dated May 24, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Spencer Property
6.36*   Purchase and Sale Agreement dated March 29, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Splash Property
6.36.1*   Counteroffer to Offer dated March 29, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Splash Property
6.37*   Purchase and Sale Agreement dated May 14, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Centennial Property
6.38*   Purchase and Sale Agreement dated May 25, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Dewberry Property

 

40

 

 

6.39*   Purchase and Sale Agreement dated May 11, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Luna Property
6.40*   Purchase and Sale Agreement dated March 27, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Malbec Property
6.41*   Purchase and Sale Agreement dated June 2, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Roseberry Property
6.42*   Purchase and Sale Agreement dated May 21, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Summerset Property
6.43*   Purchase and Sale Agreement dated March 27, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Tuscan Property
6.43.1*   Counteroffer to Offer dated March 29, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Tuscan Property
6.44*   Purchase and Sale Agreement dated June 3, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Windsor Property
6.45*   Form of Property Management Agreement dated [*], 20[*], between Great Jones and Arrived Homes Series [*], a series of Arrived Homes, LLC
6.46*   Form of Promissory Note between Arrived Holdings, Inc. and Arrived Homes Series [*], a Series of Arrived Homes, LLC
6.47*   Form of Lease Agreement between Tenant and Arrived Homes Series [*], a Series of Arrived Homes, LLC through its Authorized Agent, Blue Canopy Realty LLC
6.48*   Purchase and Sale Agreement dated August 30, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Amber Property
6.49*   Purchase and Sale Agreement dated June 4, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Bayside Property
6.49.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Bayside dated June 22, 2021 for Series Bayside Property
6.50*   Purchase and Sale Agreement dated June 8, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Coatbridge Property
6.50.1*   Addendum to Purchase and Sale Agreement dated June 8, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Coatbridge Property
6.51*   Purchase and Sale Agreement dated July 19, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Collinston Property
6.52*   Purchase and Sale Agreement dated June 4, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Dawson Property
6.53*   Purchase and Sale Agreement dated June 9, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Elevation Property
6.53.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Elevation dated July 15, 2021 for Series Elevation Property
6.54*   Purchase and Sale Agreement dated May 20, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Elm Property
6.54.1*   Addendum to Purchase and Sale Agreement dated May 20, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Elm Property
6.55*   Purchase and Sale Agreement dated June 9, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Forest Property
6.55.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Forest dated July 15, 2021 for Series Forest Property
6.56*   Purchase and Sale Agreement dated June 12, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Holland Property
6.57*   Purchase and Sale Agreement dated June 8, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Jupiter Property
6.58*   Purchase and Sale Agreement dated June 9, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Lennox Property
6.58.1*   Addendum to Purchase and Sale Agreement dated June 9, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Lennox Property
6.59*   Purchase and Sale Agreement dated August 30, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Lily Property

 

41

 

 

6.60*   Purchase and Sale Agreement dated June 13, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Limestone Property
6.60.1*   Addendum to Purchase and Sale Agreement dated June 13, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Limestone Property
6.60.2*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Limestone dated August 5, 2021 for Series Limestone Property
6.61*   Purchase and Sale Agreement dated August 22, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Meadow Property
6.62*   Purchase and Sale Agreement dated August 30, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Odessa Property
6.62.1*   Counteroffer to Offer Dated September 1, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Odessa Property
6.63*   Purchase and Sale Agreement dated June 10, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Olive Property
6.63.1*   Addendum to Purchase and Sale Agreement dated June 10, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Olive Property
6.64*   Purchase and Sale Agreement dated June 9, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Ridge Property
6.64.1*   Addendum to Purchase and Sale Agreement dated June 9, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Ridge Property
6.65*   Purchase and Sale Agreement dated June 7, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series River Property
6.66*   Purchase and Sale Agreement dated August 30, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Saddlebred Property
6.66.1*   Counteroffer to Offer Dated September 7, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Saddlebred Property
6.67*   Purchase and Sale Agreement dated July 29, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Saturn Property
6.68*   Purchase and Sale Agreement dated June 11, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Sugar Property
6.68.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Sugar dated June 17, 2021 for Series Sugar Property
6.69*   Purchase and Sale Agreement dated June 12, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Weldon Property
6.70*   Purchase and Sale Agreement dated June 4, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Westchester Property
6.70.1*   Addendum to Purchase and Sale Agreement dated June 4, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Westchester Property
6.71*   Form of Lease Agreement between Tenant and Arrived Homes Series [*], a Series of Arrived Homes, LLC holding a series property located in North Carolina through its Authorized Agent, Great Jones North Carolina, LLC
6.72*   Form of Lease Agreement between Tenant and Arrived Homes Series [*], a Series of Arrived Homes, LLC holding a series property located in South Carolina through its Authorized Agent, Great Jones South Carolina, LLC
6.73*   Form of Mortgage Agreement between Arrived Homes Series [*], a Series of Arrived Homes, LLC and Certain Lending, Inc. for series property in the state of South Carolina
6.74*   Form of Deed of Trust Agreement between Arrived Homes Series [*], a Series of Arrived Homes, LLC and Certain Lending, Inc. for series property in the state of North Carolina
6.75*   Form of Deed of Trust Agreement between Arrived Homes Series [*], a Series of Arrived Homes, LLC and Certain Lending, Inc. for series property in the state of Colorado
6.76*   Purchase and Sale Agreement dated September 8, 2021 between Arrived Holdings, Inc._Assignee and Seller for Series Bandelier Property
6.76.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Bandelier dated September 29, 2021 for Series Bandelier Property
6.76.2*   Addendum to Purchase and Sale Agreement dated September 8, 2021 between Arrived Holdings, Inc._Assignee and Seller for Series Bandelier Property

 

42

 

 

6.77*   Purchase and Sale Agreement dated June 13, 2021 between Arrived Holdings, Inc._Assignee and Seller for Series Butter Property
6.77.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Butter dated September 7, 2021 for Series Butter Property
6.78*   Purchase and Sale Agreement dated June 12, 2021 between Arrived Holdings, Inc._Assignee and Seller for Series Davidson Property
6.79*   Purchase and Sale Agreement dated November 18, 2021 between Arrived Holdings, Inc._Assignee and Seller for Series Diablo Property
6.79.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Diablo dated December 1, 2021 for Series Diablo Property
6.79.2*   Addendum to Purchase and Sale Agreement dated November 19, 2021 between Arrived Holdings, Inc._Assignee and Seller for Series Diablo Property
6.79.3*   Counteroffer to Offer dated November 19, 2021 between Arrived Holdings, Inc._Assignee and Seller for Series Diablo Property
6.80*   Purchase and Sale Agreement dated June 6, 2021 between Arrived Holdings, Inc._Assignee and Seller for Series Dolittle Property
6.81*   Purchase and Sale Agreement dated September 22, 2021 between Arrived Holdings, Inc._Assignee and Seller for Series Ensenada Property
6.81.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Ensenada dated September 23, 2021 for Series Ensenada Property
6.81.2*   Counteroffer to Offer dated September 23, 2021 between Arrived Holdings, Inc._Assignee and Seller for Series Ensenada Property
6.82*   Purchase and Sale Agreement dated September 26, 2021 between Arrived Holdings, Inc._Assignee and Seller for Series Grant Property
6.82.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Ensenada dated October 12, 2021 for Series Grant Property
6.82.2*   Addendum to Purchase and Sale Agreement dated October 13, 2021 between Arrived Holdings, Inc._Assignee and Seller for Series Grant Property
6.83*   Purchase and Sale Agreement dated September 26, 2021 between Arrived Holdings, Inc._Assignee and Seller for Series Kerriann Property
6.83.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Ensenada dated October 20, 2021 for Series Kerriann Property
6.83.2*   Addendum to Purchase and Sale Agreement dated September 26, 2021 between Arrived Holdings, Inc._Assignee and Seller for Series Kerriann Property
6.84*   Purchase and Sale Agreement dated May 25, 2021 between Arrived Holdings, Inc._Assignee and Seller for Series Matchingham Property
6.84.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Matchingham dated September 17, 2021 for Series Matchingham Property
6.85*   Purchase and Sale Agreement dated November 6, 2021 between Arrived Holdings, Inc._Assignee and Seller for Series McLovin Property
6.85.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series McLovin dated November 19, 2021 for Series McLovin Property
6.85.2*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series McLovin dated November 29, 2021 for Series McLovin Property
6.85.3*   Addendum to Purchase and Sale Agreement dated November 24, 2021 between Arrived Holdings, Inc._Assignee and Seller for Series McLovin Property
6.86*   Purchase and Sale Agreement dated May 21, 2021 between Arrived Holdings, Inc._Assignee and Seller for Series Murphy Property
6.87*   Purchase and Sale Agreement dated October 28, 2021 between Arrived Holdings, Inc._Assignee and Seller for Series Oly Property
6.87.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Oly dated November 10, 2021 for Series Oly Property
6.88*   Purchase and Sale Agreement dated September 18, 2021 between Arrived Holdings, Inc._Assignee and Seller for Series Ribbonwalk Property
6.88.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Ribbonwalk dated September 18, 2021 for Series Ribbonwalk Property

 

43

 

 

6.89*   Purchase and Sale Agreement dated September 3, 2021 between Arrived Holdings, Inc._Assignee and Seller for Series Rooney Property
6.89.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Rooney dated October 2, 2021 for Series Rooney Property
6.90*   Purchase and Sale Agreement dated September 18, 2021 between Arrived Holdings, Inc._Assignee and Seller for Series Scepter Property
6.90.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Scepter dated September 29, 2021 for Series Scepter Property
6.91*   Purchase and Sale Agreement dated November 17, 2021 between Arrived Holdings, Inc._Assignee and Seller for Series Sigma Property
6.91.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Sigma dated November 24, 2021 for Series Sigma Property
6.91.2*   Addendum to Purchase and Sale Agreement dated December 3, 2021 between Arrived Holdings, Inc._Assignee and Seller for Series Sigma Property
6.91.3*   Addendum to Purchase and Sale Agreement dated November 24, 2021 between Arrived Holdings, Inc._Assignee and Seller for Series Sigma Property
6.92*   Purchase and Sale Agreement dated June 6, 2021 between Arrived Holdings, Inc._Assignee and Seller for Series Vernon Property
6.92.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Vernon dated July 15, 2021 for Series Vernon Property
6.92.2*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Vernon dated August 31, 2021 for Series Vernon Property
6.93*   Transfer Agent Agreement dated November 30, 2020, between Arrived Homes, LLC and Colonial Stock Transfer Company, Inc. 
6.94*   Purchase and Sale Agreement dated December 24, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Delta Property
6.94.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Delta dated December 31, 2021 for Series Delta Property
6.94.2*   Addendum to Purchase and Sale Agreement dated January 10, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series Delta Property
6.95*   Purchase and Sale Agreement dated January 6, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series Emporia Property
6.95.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Emporia dated January 11, 2022 for Series Emporia Property
6.96*   Purchase and Sale Agreement dated June 7, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Greenhill Property
6.96.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Greenhill dated January 4, 2022 for Series Greenhill Property
6.97*   Purchase and Sale Agreement dated January 5, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series Kawana Property
6.97.1*   Counteroffer to Offer Dated January 11, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series Kawana Property
6.98*   Purchase and Sale Agreement dated January 5, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series Lovejoy Property
6.98.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Lovejoy dated January 11, 2022 for Series Lovejoy Property
6.99*   Purchase and Sale Agreement dated December 16, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Saint Property
6.99.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Saint dated December 22, 2021 for Series Saint Property
6.100*   Purchase and Sale Agreement dated January 13, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series Tuxford Property
6.101*   Purchase and Sale Agreement dated December 27, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Wave Property
6.101.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Saint dated December 31, 2021 for Series Wave Property

 

44

 

 

6.102*   Form of Property Management Agreement dated December 30, 2021, between Marketplace Homes and Arrived Homes Series [*], a series of Arrived Homes, LLC
6.103*   Purchase and Sale Agreement dated January 20, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series Avebury Property
6.103.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Avebury dated February 4, 2022 for Series Avebury Property
6.103.2*   Addendum to Purchase and Sale Agreement dated January 20, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series Avebury Property
6.104*   Purchase and Sale Agreement dated January 26, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series Chelsea Property
6.104.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Chelsea dated February 7, 2022 for Series Chelsea Property
6.105*   Purchase and Sale Agreement dated December 24, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Hadden Property
6.105.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Hadden dated January 3, 2022 for Series Hadden Property
6.105.2*   Addendum to Purchase and Sale Agreement dated January 24, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series Hadden Property
6.106*   Purchase and Sale Agreement dated January 10, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series Hollandaise Property
6.106.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Hollandaise dated January 20, 2022 for Series Hollandaise Property
6.106.2*   Counteroffer to Offer dated January 13, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series Hollandaise Property
6.107*   Purchase and Sale Agreement dated January 25, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series Otoro Property
6.107.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Otoro dated February 4, 2022 for Series Otoro Property
6.108*   Purchase and Sale Agreement dated January 14, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series Terracotta Property
6.108.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Terracotta dated January 21, 2022 for Series Terracotta Property
6.109*   Purchase and Sale Agreement dated December 22, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Bedford Property
6.109.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Bedford dated January 3, 2022 for Series Bedford Property
6.109.2*   Addendum to Purchase and Sale Agreement dated February 1, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series Bedford Property
6.110*   Purchase and Sale Agreement dated December 22, 2021 between Arrived Holdings, Inc./Assignee and Seller for Series Gardens Property
6.110.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Gardens dated March 11, 2022 for Series Gardens Property
6.111*   Purchase and Sale Agreement dated Janaury 21, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series Jack Property
6.111.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Jack dated March 18, 2022 for Series Jack Property
6.112*   Purchase and Sale Agreement dated February 24, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series Louise Property
6.112.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Louise dated March 11, 2022 for Series Louise Property
6.113*   Purchase and Sale Agreement dated March 1, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series Peanut Property
6.113.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Peanut dated March 11, 2022 for Series Peanut Property
6.114*   Purchase and Sale Agreement dated March 1, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series Tulip Property

 

45

 

 

6.114.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Tulip dated March 11, 2022 for Series Tulip Property
6.115*   Purchase and Sale Agreement dated April 11, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series 100 Property
6.115.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series 100 dated April 12, 2022 for Series 100 Property
6.116*   Purchase and Sale Agreement dated March 7, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series Grove Property
6.116.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Grove dated March 11, 2022 for Series Grove Property
6.117*   Purchase and Sale Agreement dated March 18, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series Heritage Property
6.117.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Heritage dated March 21, 2022 for Series Heritage Property
6.118*   Purchase and Sale Agreement dated March 21, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series Heron Property
6.118.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Heron dated March 23, 2022 for Series Heron Property
6.119*   Purchase and Sale Agreement dated March 23, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series Kirkwood Property
6.119.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Kirkwood dated March 23, 2022 for Series Kirkwood Property
6.120*   Purchase and Sale Agreement dated March 18, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series Lanier Property
6.120.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Lanier dated March 21, 2022 for Series Lanier Property
6.121*   Purchase and Sale Agreement dated April 4, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series Magnolia Property
6.121.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Magnolia dated April 5, 2022 for Series Magnolia Property
6.122*   Purchase and Sale Agreement dated March 12, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series Mammoth Property
6.122.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Mammoth dated March 14, 2022 for Series Mammoth Property
6.123*   Purchase and Sale Agreement dated March 25, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series McGregor Property
6.123.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series McGregor dated April 12, 2022 for Series McGregor Property
6.123.2*   Counteroffer to Offer dated March 25, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series McGregor Property
6.124*   Purchase and Sale Agreement dated March 8, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series Point Property
6.124.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Point dated March 22, 2022 for Series Point Property
6.124.2*   Counteroffer to Offer dated March 9, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series Point Property
6.124.3*   Addendum to Purchase and Sale Agreement dated March 22, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series Point Property
6.125*   Purchase and Sale Agreement dated March 10, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series Rosewood Property
6.125.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Rosewood dated March 15, 2022 for Series Rosewood Property
6.126*   Purchase and Sale Agreement dated March 15, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series Roxy Property
6.126.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Roxy dated March 16, 2022 for Series Roxy Property

 

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6.126.2*   Counteroffer to Offer dated March 16, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series Roxy Property
6.127*   Purchase and Sale Agreement dated March 22, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series Stonebriar Property
6.127.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Stonebriar dated March 23, 2022 for Series Stonebriar Property
6.127.2*   Addendum to Purchase and Sale Agreement dated April 6, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series Stonebriar Property
6.128*   Purchase and Sale Agreement dated February 3, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series Wisteria Property
6.128.1*   Assignment of Contract from Arrived Holdings, Inc. to Arrived Homes Series Wisteria dated March 11, 2022 for Series Wisteria Property
8.1*   Form of Escrow Agreement dated [*], 202[*], by and among North Capital Private Securities Corporation, Arrived Holdings, Inc. and Arrived Homes Series [*] LLC, a series of Arrived Homes, LLC

 

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SIGNATURES

 

Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  ARRIVED HOMES, LLC
     
  By: Arrived Holdings, Inc., its managing member
     
  By: /s/ Ryan Frazier
    Name:  Ryan Frazier
    Title: Chief Executive Officer
    Date: May 2, 2022

 

Pursuant to the requirements of Regulation A, this report has been signed by the following persons on behalf of the issuer and in the capacities and on the dates indicated.

 

SIGNATURE   TITLE   DATE
         
/s/ Ryan Frazier   Chief Executive Officer of Arrived Holdings, Inc.   May 2, 2022
Ryan Frazier   (principal executive officer)
Chief Executive Officer and Director of Arrived Homes, LLC
   
         
/s/ Joel Mezistrano   Interim Principal Financial and   May 2, 2022
Joel Mezistrano   Accounting Officer of Arrived Holdings, Inc.
Interim Principal Financial and Accounting Officer of Arrived Homes, LLC
   
         
Arrived Holdings, Inc.   Managing Member   May 2, 2022
         
By: /s/ Ryan Frazier        
Name:  Ryan Frazier        
Title: Chief Executive Officer        

 

 

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