Maryland | 000-54674 | 27-0351641 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
of Incorporation) | Identification No.) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
• | the Company’s Current Report on Form 8-K relating to the acquisition of the Sonoma Grande Property, filed with the Securities and Exchange Commission (the “SEC”) on May 31, 2012; and |
• | the Company’s Current Report on Form 8-K relating to the acquisition of the Estancia Property, filed with the SEC on July 6, 2012. |
I. | The Sonoma Grande Property | ||
Report of Independent Auditors | |||
Statement of Revenues Over Certain Operating Expenses for the Three Months Ended March 31, 2012 (unaudited) and the Year Ended December 31, 2011 | |||
Notes to Statement of Revenues Over Certain Operating Expenses for the Three Months Ended March 31, 2012 (unaudited) and the Year Ended December 31, 2011 | |||
II. | The Estancia Property | ||
Report of Independent Auditors | |||
Statement of Revenues Over Certain Operating Expenses for the Three Months Ended March 31, 2012 (unaudited) and the Year Ended December 31, 2011 | |||
Notes to Statement of Revenues Over Certain Operating Expenses for the Three Months Ended March 31, 2012 (unaudited) and the Year Ended December 31, 2011 |
Steadfast Income REIT, Inc. | ||
Summary of Unaudited Pro Forma Financial Statements | ||
Unaudited Pro Forma Balance Sheet as of March 31, 2012 | ||
Unaudited Pro Forma Statement of Operations for the Three Months Ended March 31, 2012 | ||
Unaudited Pro Forma Statement of Operations for the Year Ended December 31, 2011 |
For the Three Months Ended March 31, 2012 | For the Year Ended December 31, 2011 | ||||||
(unaudited) | |||||||
Revenues: | |||||||
Rental income | $ | 873,167 | $ | 3,474,682 | |||
Tenant reimbursements and other | 79,876 | 289,627 | |||||
Total revenues | 953,043 | 3,764,309 | |||||
Expenses: | |||||||
Operating, maintenance, and management | 248,257 | 924,760 | |||||
Real estate taxes and insurance | 101,451 | 432,259 | |||||
General and administrative expenses | 10,047 | 36,628 | |||||
Total expenses | 359,755 | 1,393,647 | |||||
Revenues over certain operating expenses | $ | 593,288 | $ | 2,370,662 |
For the Three Months Ended March 31, 2012 | For the Year Ended December 31, 2011 | ||||||
(unaudited) | |||||||
Revenues: | |||||||
Rental income | $ | 762,149 | $ | 3,123,544 | |||
Tenant reimbursements and other | 59,782 | 269,815 | |||||
Total revenues | 821,931 | 3,393,359 | |||||
Expenses: | |||||||
Operating, maintenance, and management | 239,252 | 919,494 | |||||
Real estate taxes and insurance | 100,338 | 389,098 | |||||
General and administrative expenses | 6,145 | 33,527 | |||||
Total expenses | 345,735 | 1,342,119 | |||||
Revenues over certain operating expenses | $ | 476,196 | $ | 2,051,240 |
Pro Forma Adjustments | |||||||||||||||||||||||
Steadfast Income REIT, Inc. Historical (a) | Montclair Parc Property (b) | Sonoma Grande Property (b) | Estancia Property (b) | Offering Proceeds (c) | Pro Forma Total | ||||||||||||||||||
Assets: | |||||||||||||||||||||||
Real Estate: | |||||||||||||||||||||||
Land | $ | 12,215,695 | $ | 3,325,556 | $ | 2,737,794 | $ | 2,544,634 | $ | — | $ | 20,823,679 | |||||||||||
Building and improvements | 118,788,518 | 31,238,849 | 28,912,593 | 26,719,064 | — | 205,659,024 | |||||||||||||||||
Tenant origination and absorption costs | 4,506,445 | 1,185,595 | 549,613 | 521,564 | — | 6,763,217 | |||||||||||||||||
Total real estate, cost | 135,510,658 | 35,750,000 | 32,200,000 | 29,785,262 | — | 233,245,920 | |||||||||||||||||
Less accumulated depreciation and amortization | (5,049,529 | ) | — | — | — | — | (5,049,529 | ) | |||||||||||||||
Total real estate, net | 130,461,129 | 35,750,000 | 32,200,000 | 29,785,262 | — | 228,196,391 | |||||||||||||||||
Cash and cash equivalents | 9,147,696 | (11,120,732 | ) | (9,509,555 | ) | (7,645,428 | ) | 26,095,167 | 6,967,148 | ||||||||||||||
Restricted cash | 1,951,977 | 336,757 | 297,095 | 180,989 | — | 2,766,818 | |||||||||||||||||
Rents and other receivables | 355,835 | — | — | — | — | 355,835 | |||||||||||||||||
Deferred financing costs and other assets, net | 4,360,963 | 193,282 | 185,571 | 220,813 | — | 4,960,629 | |||||||||||||||||
Total assets | $ | 146,277,600 | $ | 25,159,307 | $ | 23,173,111 | $ | 22,541,636 | $ | 26,095,167 | $ | 243,246,821 | |||||||||||
Liabilities: | |||||||||||||||||||||||
Accounts payable and accrued liabilities | $ | 3,208,118 | $ | 247,559 | $ | 796,562 | $ | 254,084 | $ | — | $ | 4,506,323 | |||||||||||
Notes payable | 92,888,959 | 25,025,000 | 22,540,000 | 22,385,262 | — | 162,839,221 | |||||||||||||||||
Distributions payable | 393,631 | — | — | — | — | 393,631 | |||||||||||||||||
Due to affiliates | 2,405,007 | 721,328 | (d) | 651,458 | (d) | 564,777 | (d) | — | 4,342,570 | ||||||||||||||
Total liabilities | 98,895,715 | 25,993,887 | 23,988,020 | 23,204,123 | — | 172,081,745 | |||||||||||||||||
Commitments and Contingencies | |||||||||||||||||||||||
Redeemable common stock | 692,439 | — | — | — | — | 692,439 | |||||||||||||||||
Equity: | |||||||||||||||||||||||
Stockholders’ equity: | |||||||||||||||||||||||
Preferred stock, $0.01 par value per share; 100,000,000 shares authorized, no shares issued and outstanding | — | — | — | — | — | — | |||||||||||||||||
Common stock, $0.01 par value per share; 999,999,000 shares authorized, 7,100,911 shares issued and outstanding and 10,151,365 pro forma shares as of March 31, 2012 | 71,009 | — | — | — | 30,505 | 101,514 | |||||||||||||||||
Convertible stock, $0.01 par value per share; 1,000 shares issued and outstanding as of March 31, 2012 | 10 | — | — | — | — | 10 | |||||||||||||||||
Additional paid-in capital | 58,979,474 | — | — | — | 26,064,662 | 85,044,136 | |||||||||||||||||
Cumulative distributions and net losses | (12,361,047 | ) | (834,580 | ) | (d) | (814,909 | ) | (d) | (662,487 | ) | (d) | — | (14,673,023 | ) | |||||||||
Total stockholders’ equity | 46,689,446 | (834,580 | ) | (814,909 | ) | (662,487 | ) | 26,095,167 | 70,472,637 | ||||||||||||||
Noncontrolling interest | — | — | — | — | — | — | |||||||||||||||||
Total equity | 46,689,446 | (834,580 | ) | (814,909 | ) | (662,487 | ) | 26,095,167 | 70,472,637 | ||||||||||||||
Total liabilities and equity | $ | 146,277,600 | $ | 25,159,307 | $ | 23,173,111 | $ | 22,541,636 | $ | 26,095,167 | $ | 243,246,821 |
(a) | Historical financial information as of March 31, 2012, derived from the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2012. |
(b) | Represents adjustments to the balance sheet of the Company to give effect to the acquisition of the Montclair Parc Property, the Sonoma Grande Property and the Estancia Property and related cash, other assets and liabilities as if the acquisitions had occurred on March 31, 2012. The purchase price of the Montclair Parc Property, the Sonoma Grande Property and the Estancia Property, exclusive of closing and other acquisition costs, was approximately $35.8 million, $32.2 million and $27.9 million, respectively, and were funded with proceeds from the Company’s initial public offering and financing in the amount of approximately $25.0 million, $22.5 million and $20.5 million, respectively. The identifiable assets and mortgage note payable assumed in connection with the acquisition of the Estancia Property include an allocation adjustment of $1.9 million to record the assumed mortgage at fair value. The debt premium will be amortized over the remaining life of the loan. |
(c) | The pro forma adjustments assume the actual net proceeds raised in the Company's initial public offering during the period from April 1, 2012 through June 29, 2012 were raised as of March 31, 2012. |
(d) | Represents the acquisition related fees and expenses incurred in connection with the acquisition of the Montclair Parc Property, the Sonoma Grande Property and the Estancia Property, not included in the historical results. |
Pro Forma Adjustments | ||||||||||||||||||||||||||||||||
Steadfast Income REIT, Inc. Historical (a) | Windsor on the River Property (b) | Renaissance Property (b) | Spring Creek Property (b) | Montclair Parc Property (b) | Sonoma Grande Property (b) | Estancia Property (b) | Pro Forma Total | |||||||||||||||||||||||||
Revenues: | ||||||||||||||||||||||||||||||||
Rental income | $ | 3,613,274 | $ | 255,715 | (c) | $ | 191,919 | (c) | $ | 431,198 | (c) | $ | 880,892 | (c) | $ | 873,167 | (c) | $ | 762,149 | (c) | $ | 7,008,314 | ||||||||||
Tenant reimbursements and other | 279,546 | 28,371 | (d) | 33,964 | (d) | 29,089 | (d) | 80,073 | (d) | 79,876 | (d) | 59,782 | (d) | 590,701 | ||||||||||||||||||
Total revenues | 3,892,820 | 284,086 | 225,883 | 460,287 | 960,965 | 953,043 | 821,931 | 7,599,015 | ||||||||||||||||||||||||
Expenses: | ||||||||||||||||||||||||||||||||
Operating, maintenance and management | 1,047,033 | 31,912 | (e) | 83,339 | (e) | 123,535 | (e) | 173,181 | (e) | 210,621 | (e) | 206,828 | (e) | 1,876,449 | ||||||||||||||||||
Real estate taxes and insurance | 432,582 | 188,704 | (f) | 19,753 | (f) | 61,647 | (f) | 140,524 | (f) | 139,217 | (f) | 130,504 | (f) | 1,112,931 | ||||||||||||||||||
Fees to affiliates | 1,653,434 | (661,681 | ) | (g) | (240,385 | ) | (g) | (351,320 | ) | (g) | 102,405 | (g) | 95,033 | (g) | 82,265 | (g) | 679,751 | |||||||||||||||
Depreciation and amortization | 1,934,024 | (362,760 | ) | (h) | 190 | (h) | 79,558 | (h) | 294,907 | (h) | 289,156 | (h) | 263,096 | (h) | 2,498,171 | |||||||||||||||||
Interest expense | 758,082 | 45,884 | (i) | (49,801 | ) | (i) | 109,457 | (i) | 235,210 | (i) | 194,662 | (i) | 227,795 | (i) | 1,521,289 | |||||||||||||||||
General and administrative expenses | 767,775 | 2,399 | (j) | 4,960 | (j) | 5,771 | (j) | 6,427 | (j) | 10,047 | (j) | 6,145 | (j) | 803,524 | ||||||||||||||||||
Acquisition costs | 573,481 | (162,728 | ) | (k) | (121,207 | ) | (k) | (135,078 | ) | (k) | (32,862 | ) | (k) | (21,986 | ) | (k) | (21,683 | ) | (k) | 77,937 | ||||||||||||
7,166,411 | (918,270 | ) | (303,151 | ) | (106,430 | ) | 919,792 | 916,750 | 894,950 | 8,570,052 | ||||||||||||||||||||||
Net loss | (3,273,591 | ) | $ | 1,202,356 | $ | 529,034 | $ | 566,717 | $ | 41,173 | $ | 36,293 | $ | (73,019 | ) | (971,037 | ) | |||||||||||||||
Net loss attributable to noncontrolling interest | — | — | ||||||||||||||||||||||||||||||
Net loss attributable to common stockholders | $ | (3,273,591 | ) | $ | (971,037 | ) | ||||||||||||||||||||||||||
Net loss per common share – basic and diluted | $ | (0.56 | ) | $ | (0.10 | ) | ||||||||||||||||||||||||||
Weighted-average number of common shares outstanding, basic and diluted | 5,805,379 | 10,151,365 | (l) |
(a) | Historical financial information for the three months ended March 31, 2012 derived from the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2012. |
(b) | Represents adjustments to historical operations of the Company to give effect to the acquisition of the Windsor on the River Property, the Renaissance Property, the Spring Creek Property, the Montclair Parc Property, the Sonoma Grande Property and the Estancia Property (collectively the “2012 Properties”) as if these assets had been acquired on January 1, 2011. |
(c) | Represents the base rental income (not reflected in the historical statement of operations of the Company) for the three months ended March 31, 2012, based on the historical operations of the previous owners as if the 2012 Properties had been acquired on January 1, 2011. |
(d) | Represents operating cost reimbursements and other operating income from tenants (not reflected in the historical statement of operations of the Company) for the three months ended March 31, 2012, based on historical operations of the previous owners as if the 2012 Properties had been acquired on January 1, 2011. |
(e) | Represents operating, maintenance and management expenses (not reflected in the historical statement of operations of the Company) for the three months ended March 31, 2012, based on historical operations of the previous owners as if the 2012 Properties were acquired on January 1, 2011. Amounts exclude the following property management fees: |
Portfolio Properties | Property Management Fees For the Three Months Ended March 31, 2012 | |||
Windsor on the River Property | $ | 26,555 | ||
Renaissance Property | 15,000 | |||
Spring Creek Property | 21,038 | |||
Montclair Parc Property | 48,077 | |||
Sonoma Grande Property | 37,636 | |||
Estancia Property | 32,424 |
(f) | Represents real estate taxes and insurance expense (not reflected in the historical statement of operations of the Company) for the three months ended March 31, 2012, based on management estimates as if the 2012 Properties were acquired on January 1, 2011. |
(g) | Represents adjustments made to fees to affiliates for the three months ended March 31, 2012 to eliminate acquisition fees incurred by the Company that are included in the historical financial information for the three months ended March 31, 2012 and to include the fees to affiliates (not reflected in the historical statement of operations of the Company) for the three months ended March 31, 2012 that would be due to affiliates had the 2012 Properties been acquired on January 1, 2011. The pro forma total fees to affiliates are as follows: |
• | Investment Management Fees: Investment management fees are payable to the Company's external advisor, Steadfast Income Advisor, LLC (“Advisor”) based on an annual fee, payable monthly, of 0.80% of the acquisition cost of the 2012 Properties, including acquisition fees and acquisition expenses, as defined in the advisory agreement by and among the Company, its operating partnership and Advisor (“Advisory Agreement”). |
• | Property Management Fees: Property management fees are payable to the property manager based on between 3.0% and 3.5% of the monthly gross revenues of the 2012 Properties, as defined in the Property Management Agreement for each property. |
For the Three Months Ended March 31, 2012 | ||||||||||||||||||||||||
Fees Eliminated from Historical Financial Information | Fees Included in Pro Forma Financial Information | |||||||||||||||||||||||
2012 Properties | Acquisition Fees | Investment Management Fees | Property Management Fees | Investment Management Fees | Property Management Fees | Total | ||||||||||||||||||
Windsor on the River Property | $ | (666,381 | ) | $ | (49,699 | ) | $ | (23,542 | ) | $ | 67,998 | $ | 9,943 | $ | (661,681 | ) | ||||||||
Renaissance Property | (253,897 | ) | (12,263 | ) | (8,052 | ) | 25,921 | 7,906 | (240,385 | ) | ||||||||||||||
Spring Creek Property | (392,099 | ) | (9,891 | ) | (5,435 | ) | 39,995 | 16,110 | (351,320 | ) | ||||||||||||||
Montclair Parc Property | — | — | — | 73,576 | 28,829 | 102,405 | ||||||||||||||||||
Sonoma Grande Property | — | — | — | 66,442 | 28,591 | 95,033 | ||||||||||||||||||
Estancia Property | — | — | — | 57,607 | 24,658 | 82,265 |
(h) | Represents depreciation and amortization expense (not reflected in the historical statement of operations of the Company) for the three months ended March 31, 2012, as if the 2012 Properties were acquired on January 1, 2011. Depreciation expense on the purchase price of building and furniture & fixtures is recognized using the straight-line method over an estimated useful life of 27.5 years and 5 years, respectively. Depreciation expense on the purchase price of tenant improvements is recognized using the straight-line method over the life of the lease. Amortization expense on lease intangible costs is recognized using the straight-line method over the life of the lease. |
(i) | Represents interest expense (not reflected in the historical statement of operations of the Company) for the three months ended March 31, 2012, as if the borrowings attributable to the 2012 Properties were borrowed on January 1, 2011. |
Portfolio Properties | Initial Mortgage Debt (In Millions) | |||
Windsor on the River Property | $ | 23.5 | ||
Renaissance Property | 7.0 | |||
Spring Creek Property(1) | 13.9 | |||
Montclair Parc Property | 25.0 | |||
Sonoma Grande Property | 22.5 | |||
Estancia Property(1) | 20.5 |
(1) | The identifiable assets and mortgage note payable assumed in connection with the acquisition of the Spring Creek Property and the Estancia Property include an allocation adjustment of $0.6 million and $1.9 million, respectively, to record the assumed mortgage at fair value. |
(j) | Represents general and administrative expenses (not reflected in the historical statement of operations of the Company) for the three months ended March 31, 2012, based on historical operations of the previous owners, as if the 2012 Properties had been acquired as of January 1, 2011. |
(k) | Represents adjustments made to acquisition costs (not reflected in the historical statement of operations of the Company) for the three months ended March 31, 2012, to include those amounts incurred by the Company that were attributable to the 2012 Properties, as if the assets had been acquired as of January 1, 2011. |
(l) | Represents the actual number of shares of the Company’s common stock outstanding as of June 29, 2012, the date the Estancia Property was acquired. The calculation assumes that these shares were issued and the related proceeds were raised on January 1, 2011. |
Pro Forma Adjustments | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Steadfast Income REIT, Inc. Historical (a) | Arbor Pointe Property (b) | Clarion Park Property (b) | Cooper Creek Property (b) | Prairie Walk Property (b) | Truman Farm Villas Property (b) | EBT Lofts Property (b) | Windsor on the River Property (b) | Renaissance Property (b) | Spring Creek Property (b) | Montclair Parc Property (b) | Sonoma Grande Property (b) | Estancia Property (b) | Pro Forma Total | |||||||||||||||||||||||||||||||||||||||||||
Revenues: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Rental income | $ | 5,185,990 | $ | 374,627 | (c) | $ | 840,923 | (c) | $ | 782,048 | (c) | $ | 806,986 | (c) | $ | 1,377,635 | (c) | $ | 982,462 | (c) | $ | 3,540,668 | (c) | $ | 1,470,018 | (c) | $ | 2,249,728 | (c) | $ | 3,523,566 | (c) | $ | 3,474,682 | (c) | $ | 3,123,544 | (c) | $ | 27,732,877 | ||||||||||||||||
Tenant reimbursements and other | 524,183 | 14,892 | (d) | 12,372 | (d) | 68,187 | (d) | 101,429 | (d) | 20,793 | (d) | 53,817 | (d) | 392,824 | (d) | 260,149 | (d) | 151,769 | (d) | 320,291 | (d) | 289,627 | (d) | 269,815 | (d) | 2,480,148 | ||||||||||||||||||||||||||||||
Total revenues | 5,710,173 | 389,519 | 853,295 | 850,235 | 908,415 | 1,398,428 | 1,036,279 | 3,933,492 | 1,730,167 | 2,401,497 | 3,843,857 | 3,764,309 | 3,393,359 | 30,213,025 | ||||||||||||||||||||||||||||||||||||||||||
Expenses: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Operating, maintenance and management | 2,022,124 | 189,685 | (e) | 248,987 | (e) | 270,120 | (e) | 337,387 | (e) | 466,099 | (e) | 228,048 | (e) | 703,319 | (e) | 693,238 | (e) | 670,140 | (e) | 692,724 | (e) | 775,264 | (e) | 786,875 | (e) | 8,084,010 | ||||||||||||||||||||||||||||||
Real estate taxes and insurance | 756,403 | 41,438 | (f) | 98,450 | (f) | 83,860 | (f) | 126,097 | (f) | 175,962 | (f) | 155,789 | (f) | 1,252,124 | (f) | 164,436 | (f) | 276,116 | (f) | 555,793 | (f) | 552,268 | (f) | 517,165 | (f) | 4,755,901 | ||||||||||||||||||||||||||||||
Fees to affiliates | 1,519,026 | 32,008 | (g) | 73,252 | (g) | 85,701 | (g) | 81,361 | (g) | 122,459 | (g) | 107,228 | (g) | 1,076,638 | (g) | 418,360 | (g) | 636,135 | (g) | 1,130,947 | (g) | 1,030,088 | (g) | 897,007 | (g) | 7,210,210 | ||||||||||||||||||||||||||||||
Depreciation and amortization | 2,577,462 | 70,326 | (h) | 183,777 | (h) | 294,489 | (h) | 419,172 | (h) | 544,408 | (h) | 636,963 | (h) | 2,290,237 | (h) | 696,735 | (h) | 1,099,749 | (h) | 2,365,222 | (h) | 1,706,236 | (h) | 1,573,947 | (h) | 14,458,723 | ||||||||||||||||||||||||||||||
Interest expense | 1,186,938 | 84,636 | (i) | 202,512 | (i) | 179,235 | (i) | 152,655 | (i) | 230,073 | (i) | 224,596 | (i) | 525,435 | (i) | 411,660 | (i) | 602,914 | (i) | 953,906 | (i) | 780,722 | (i) | 914,563 | (i) | 6,449,845 | ||||||||||||||||||||||||||||||
General and administrative expenses | 816,085 | 11,250 | (j) | 28,043 | (j) | 18,527 | (j) | 23,526 | (j) | 29,586 | (j) | 19,100 | (j) | 33,211 | (j) | 37,992 | (j) | 30,111 | (j) | 25,709 | (j) | 36,628 | (j) | 33,527 | (j) | 1,143,295 | ||||||||||||||||||||||||||||||
Acquisition costs | 881,145 | — | — | — | — | — | — | 170,869 | (k) | 122,697 | (k) | 106,819 | (k) | 156,434 | (k) | 198,898 | (k) | 133,183 | (k) | 1,770,045 | ||||||||||||||||||||||||||||||||||||
9,759,183 | 429,343 | 835,021 | 931,932 | 1,140,198 | 1,568,587 | 1,371,724 | 6,051,833 | 2,545,118 | 3,421,984 | 5,880,735 | 5,080,104 | 4,856,267 | 43,872,029 | |||||||||||||||||||||||||||||||||||||||||||
Net loss | (4,049,010 | ) | $ | (39,824 | ) | $ | 18,274 | $ | (81,697 | ) | $ | (231,783 | ) | $ | (170,159 | ) | $ | (335,445 | ) | $ | (2,118,341 | ) | $ | (814,951 | ) | $ | (1,020,487 | ) | $ | (2,036,878 | ) | $ | (1,315,795 | ) | $ | (1,462,908 | ) | (13,659,004 | ) | |||||||||||||||||
Net loss attributable to noncontrolling interest | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net loss attributable to common stockholders | $ | (4,049,010 | ) | $ | (13,659,004 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Net loss per common share – basic and diluted | $ | (1.72 | ) | $ | (1.35 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Weighted-average number of common shares outstanding, basic and diluted | 2,358,867 | 10,151,365 | (l) |
(a) | Historical financial information for the year ended December 31, 2011 derived from the Company’s Annual Report on Form 10-K for the year ended December 31, 2011. |
(b) | Represents adjustments to historical operations of the Company to give effect to the acquisition of the Portfolio Properties as if these assets had been acquired on January 1, 2011. |
(c) | Represents the base rental income (not reflected in the historical statement of operations of the Company) for the year ended December 31, 2011, based on the historical operations of the previous owners as if the Portfolio Properties had been acquired on January 1, 2011. |
(d) | Represents operating cost reimbursements and other operating income from tenants (not reflected in the historical statement of operations of the Company) for the year ended December 31, 2011, based on historical operations of the previous owners as if the Portfolio Properties had been acquired on January 1, 2011. |
(e) | Represents operating, maintenance and management expenses (not reflected in the historical statement of operations of the Company) for the year ended December 31, 2011, based on historical operations of the previous owners as if the Portfolio Properties were acquired on January 1, 2011. Amounts exclude the following property management fees: |
Portfolio Properties | Property Management Fees For the Year Ended December 31, 2011 | |||
Arbor Pointe Property | $ | 19,478 | ||
Clarion Park Property | 42,917 | |||
Cooper Creek Property | 19,996 | |||
Prairie Walk Property | 33,318 | |||
Truman Farm Villas Property | 71,644 | |||
EBT Lofts Property | 42,304 | |||
Windsor on the River Property | 106,220 | |||
Renaissance Property | 60,000 | |||
Spring Creek Property | 84,151 | |||
Montclair Parc Property | 192,307 | |||
Sonoma Grande Property | 149,496 | |||
Estancia Property | 132,619 |
(f) | Represents real estate taxes and insurance expense (not reflected in the historical statement of operations of the Company) for the year ended December 31, 2011, based on management estimates as if the Portfolio Properties were acquired on January 1, 2011. |
(g) | Represents fees to affiliates (not reflected in the historical statement of operations of the Company) for the year ended December 31, 2011 that would be due to affiliates had the Portfolio Properties been acquired on January 1, 2011. The pro forma total fees to affiliates are as follows: |
• | Acquisition Fees: Acquisition fees are payable based on 2% of the sum of the acquisition costs of the Portfolio Properties, including acquisition expenses (with the total acquisition fees and acquisition expenses payable to the Advisor being subject to a limitation of 6% of the contract purchase price), as defined in the Advisory Agreement. |
• | Investment Management Fees: Investment management fees are payable to the Advisor based on an annual fee, payable monthly, of 0.80% of the acquisition cost of the Portfolio Properties, including acquisition fees and acquisition expenses, as defined in the Advisory Agreement. |
• | Property Management Fees: Property management fees are payable to the property manager based on between 3.0% and 3.5% of the monthly gross revenues of the Portfolio Properties, as defined in the Property Management Agreement for each property. |
For the Year Ended December 31, 2011 | ||||||||||||||||
Portfolio Properties | Acquisition Fees | Investment Management Fees | Property Management Fees | Total | ||||||||||||
Arbor Pointe Property (1) | $ | 133,545 | $ | 53,418 | $ | 39,494 | $ | 226,457 | ||||||||
Clarion Park Property (1) | 229,118 | 89,720 | 61,028 | 379,866 | ||||||||||||
Cooper Creek Property (1) | 212,526 | 86,711 | 44,376 | 343,613 | ||||||||||||
Prairie Walk Property (1) | 124,663 | 50,935 | 33,180 | 208,778 | ||||||||||||
Truman Farm Villas Property (1) | 185,240 | 75,545 | 50,451 | 311,236 | ||||||||||||
EBT Lofts Property (1) | 174,658 | 71,342 | 36,361 | 282,361 | ||||||||||||
Windsor on the River Property | 666,381 | 272,585 | 137,672 | 1,076,638 | ||||||||||||
Renaissance Property | 253,897 | 103,907 | 60,556 | 418,360 | ||||||||||||
Spring Creek Property | 392,099 | 159,984 | 84,052 | 636,135 | ||||||||||||
Montclair Parc Property | 721,328 | 294,303 | 115,316 | 1,130,947 | ||||||||||||
Sonoma Grande Property | 651,458 | 265,701 | 112,929 | 1,030,088 | ||||||||||||
Estancia Property | 564,777 | 230,429 | 101,801 | 897,007 |
(1) | Comprises the total fees for the year ended December 31, 2011, a portion of which is included in the historical statement of operations of the Company. |
(h) | Represents depreciation and amortization expense (not reflected in the historical statement of operations of the Company) for the year ended December 31, 2011, as if the Portfolio Properties were acquired on January 1, 2011. Depreciation expense on the purchase price of building and furniture & fixtures is recognized using the straight-line method over an estimated useful life of 27.5 years and 5 years, respectively. Depreciation expense on the purchase price of tenant improvements is recognized using the straight-line method over the life of the lease. Amortization expense on lease intangible costs is recognized using the straight-line method over the life of the lease. |
(i) | Represents interest expense (not reflected in the historical statement of operations of the Company) for the year ended December 31, 2011, as if the borrowings attributable to the Portfolio Properties were borrowed on January 1, 2011. |
Portfolio Properties | Initial Mortgage Debt (In Millions) | |||
Arbor Pointe Property | $ | 5.2 | ||
Clarion Park Property | 9.0 | |||
Cooper Creek Property | 6.8 | |||
Prairie Walk Property | 4.0 | |||
Truman Farm Villas Property | 5.9 | |||
EBT Lofts Property | 5.6 | |||
Windsor on the River Property | 23.5 | |||
Renaissance Property | 7.0 | |||
Spring Creek Property(1) | 13.9 | |||
Montclair Parc Property | 25.0 | |||
Sonoma Grande Property | 22.5 | |||
Estancia Property(1) | 20.5 |
(1) | The identifiable assets and mortgage note payable assumed in connection with the acquisition of the Spring Creek Property and the Estancia Property include an allocation adjustment of $0.6 million and $1.9 million, respectively, to record the assumed mortgage at fair value. |
(j) | Represents general and administrative expenses (not reflected in the historical statement of operations of the Company) for the year ended December 31, 2011, based on historical operations of the previous owners, as if the Portfolio Properties had been acquired as of January 1, 2011. |
(k) | Represents adjustments made to acquisition costs (not reflected in the historical statement of operations of the Company) for the year ended December 31, 2011, to include those amounts incurred by the Company that were attributable to the Windsor on the River Property, the Renaissance Property, the Spring Creek Property and the Montclair Parc Property, as if the assets had been acquired as of January 1, 2011. |
(l) | Represents the actual number of shares of the Company’s common stock outstanding as of June 29, 2012, the date the Estancia Property was acquired. The calculation assumes that these shares were issued and the related proceeds were raised on January 1, 2011. |
STEADFAST INCOME REIT, INC. | |||
Date: | August 9, 2012 | By: | /s/ Kevin J Keating |
Kevin J Keating | |||
Principal Financial and Accounting Officer |