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 Forty 57 Property, filed with the Securities and Exchange Commission (the “SEC”) on December 27, 2012; and |
• | the Company’s Current Report on Form 8-K relating to the acquisition of the Hilliard Grand Property, filed with the SEC on January 7, 2013. |
I. | The Forty 57 Property | ||
Report of Independent Auditors | |||
Statements of Revenues Over Certain Operating Expenses for the Nine Months Ended September 30, 2012 (unaudited) and the Year Ended December 31, 2011 | |||
Notes to Statements of Revenues Over Certain Operating Expenses for the Nine Months Ended September 30, 2012 (unaudited) and the Year Ended December 31, 2011 | |||
II. | The Hilliard Grand Property | ||
Report of Independent Auditors | |||
Statements of Revenues Over Certain Operating Expenses for the Nine Months Ended September 30, 2012 (unaudited) and for the Period from April 1, 2011 (Inception) to December 31, 2011 | |||
Notes to Statements of Revenues Over Certain Operating Expenses for the Nine Months Ended September 30, 2012 (unaudited) and for the Period from April 1, 2011 (Inception) to December 31, 2011 |
Steadfast Income REIT, Inc. | ||
Summary of Unaudited Pro Forma Financial Statements | ||
Unaudited Pro Forma Balance Sheet as of September 30, 2012 | ||
Unaudited Pro Forma Statement of Operations for the Nine Months Ended September 30, 2012 | ||
Unaudited Pro Forma Statement of Operations for the Year Ended December 31, 2011 |
For the Nine Months Ended September 30, 2012 | For the Year Ended December 31, 2011 | ||||||
(unaudited) | |||||||
Revenues: | |||||||
Rental income | $ | 2,561,356 | $ | 2,891,236 | |||
Tenant reimbursements and other | 506,960 | 563,025 | |||||
Total revenues | 3,068,316 | 3,454,261 | |||||
Expenses: | |||||||
Operating, maintenance, and management | 535,821 | 655,794 | |||||
Real estate taxes and insurance | 264,313 | 282,340 | |||||
General and administrative expenses | 2,881 | 2,573 | |||||
Total expenses | 803,015 | 940,707 | |||||
Revenues over certain operating expenses | $ | 2,265,301 | $ | 2,513,554 |
For the Nine Months Ended September 30, 2012 | For the Period from April 1, 2011 (Inception) to December 31, 2011 | ||||||
(unaudited) | |||||||
Revenues: | |||||||
Rental income | $ | 2,730,766 | $ | 720,732 | |||
Tenant reimbursements and other | 12,448 | 5,498 | |||||
Total revenues | 2,743,214 | 726,230 | |||||
Expenses: | |||||||
Operating, maintenance, and management | 534,093 | 395,535 | |||||
Real estate taxes and insurance | 453,944 | 88,568 | |||||
General and administrative expenses | 54,111 | 76,058 | |||||
Total expenses | 1,042,148 | 560,161 | |||||
Revenues over certain operating expenses | $ | 1,701,066 | $ | 166,069 |
Pro Forma Adjustments | |||||||||||||||||||
Steadfast Income REIT, Inc. Historical (a) | Forty 57 Property (b) | Hilliard Grand Property (b) | Offering Proceeds (c) | Pro Forma Total | |||||||||||||||
Assets: | |||||||||||||||||||
Real Estate: | |||||||||||||||||||
Land | $ | 27,298,570 | $ | 3,055,614 | $ | 2,657,734 | $ | — | $ | 33,011,918 | |||||||||
Building and improvements | 293,646,458 | 48,682,501 | 37,195,861 | — | 379,524,820 | ||||||||||||||
Tenant origination and absorption costs | 8,503,002 | 761,885 | 816,667 | — | 10,081,554 | ||||||||||||||
Total real estate, cost | 329,448,030 | 52,500,000 | 40,670,262 | — | 422,618,292 | ||||||||||||||
Less accumulated depreciation and amortization | (12,587,204 | ) | — | — | — | (12,587,204 | ) | ||||||||||||
Total real estate, net | 316,860,826 | 52,500,000 | 40,670,262 | — | 410,031,088 | ||||||||||||||
Cash and cash equivalents | 20,985,462 | (14,828,649 | ) | (11,299,987 | ) | 40,799,041 | 35,655,867 | ||||||||||||
Restricted cash | 3,317,755 | 279,735 | 277,752 | — | 3,875,242 | ||||||||||||||
Rents and other receivables | 1,693,126 | — | — | — | 1,693,126 | ||||||||||||||
Deferred financing costs and other assets, net | 3,587,827 | 404,429 | 189,754 | — | 4,182,010 | ||||||||||||||
Total assets | $ | 346,444,996 | $ | 38,355,515 | $ | 29,837,781 | $ | 40,799,041 | $ | 455,437,333 | |||||||||
Liabilities: | |||||||||||||||||||
Accounts payable and accrued liabilities | $ | 6,549,357 | $ | 86,497 | $ | 491,169 | $ | — | $ | 7,127,023 | |||||||||
Below-market leases | — | — | 170,262 | — | 170,262 | ||||||||||||||
Notes payable | 207,914,276 | 38,500,000 | 29,255,766 | — | 275,670,042 | ||||||||||||||
Distributions payable | 1,010,158 | — | — | — | 1,010,158 | ||||||||||||||
Due to affiliates | 2,209,502 | 1,061,613 | (d) | 815,501 | (d) | — | 4,086,616 | ||||||||||||
Total liabilities | 217,683,293 | 39,648,110 | 30,732,698 | — | 288,064,101 | ||||||||||||||
Commitments and Contingencies | |||||||||||||||||||
Redeemable common stock | 1,915,460 | — | — | — | 1,915,460 | ||||||||||||||
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, 18,336,342 shares issued and outstanding and 22,908,859 pro forma shares as of September 30, 2012 | 183,363 | — | — | 45,726 | 229,089 | ||||||||||||||
Convertible stock, $0.01 par value per share; 1,000 shares issued and outstanding as of September 30, 2012 | 10 | — | — | — | 10 | ||||||||||||||
Additional paid-in capital | 152,807,438 | — | — | 40,753,315 | 193,560,753 | ||||||||||||||
Cumulative distributions and net losses | (26,144,568 | ) | (1,292,595 | ) | (d) | (894,917 | ) | (d) | — | (28,332,080 | ) | ||||||||
Total equity | 126,846,243 | (1,292,595 | ) | (894,917 | ) | 40,799,041 | 165,457,772 | ||||||||||||
Total liabilities and equity | $ | 346,444,996 | $ | 38,355,515 | $ | 29,837,781 | $ | 40,799,041 | $ | 455,437,333 |
(a) | Historical financial information as of September 30, 2012, derived from the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2012. |
(b) | Represents adjustments to the balance sheet of the Company to give effect to the acquisition of the Forty 57 Property and the Hilliard Grand Property and related cash, other assets and liabilities as if the acquisitions had occurred on September 30, 2012. The purchase price of the Forty 57 Property and the Hilliard Grand Property, exclusive of closing and other acquisition costs, was approximately $52.5 million and $40.5 million, respectively, and were funded with proceeds from the Company’s initial public offering and financing in the amount of approximately $38.5 million and $29.3 million, respectively. |
(c) | The pro forma adjustments assume the actual net proceeds raised in the Company's initial public offering during the period from October 1, 2012 through December 31, 2012 were raised as of September 30, 2012. |
(d) | Represents the acquisition related fees and expenses incurred in connection with the acquisition of the Forty 57 Property and the Hilliard Grand 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) | Hilliard Park Property (b) | Hilliard Summit Property (b) | Forty 57 Property (b) | Hilliard Grand Property (b) | Pro Forma Total | |||||||||||||||||||||||||||||||||||||
Revenues: | ||||||||||||||||||||||||||||||||||||||||||||||||
Rental income | $ | 16,843,373 | $ | 255,715 | (c) | $ | 191,919 | (c) | $ | 431,198 | (c) | $ | 1,135,371 | (c) | $ | 1,397,067 | (c) | $ | 1,515,830 | (c) | $ | 1,534,082 | (c) | $ | 1,276,875 | (c) | $ | 2,561,356 | (c) | $ | 2,730,766 | (c) | $ | 29,873,552 | ||||||||||||||
Tenant reimbursements and other | 1,621,631 | 28,371 | (d) | 33,964 | (d) | 29,089 | (d) | 103,205 | (d) | 127,802 | (d) | 118,900 | (d) | 9,937 | (d) | 4,240 | (d) | 506,960 | (d) | 12,448 | (d) | 2,596,547 | ||||||||||||||||||||||||||
Total revenues | 18,465,004 | 284,086 | 225,883 | 460,287 | 1,238,576 | 1,524,869 | 1,634,730 | 1,544,019 | 1,281,115 | 3,068,316 | 2,743,214 | 32,470,099 | ||||||||||||||||||||||||||||||||||||
Expenses: | ||||||||||||||||||||||||||||||||||||||||||||||||
Operating, maintenance and management | 5,364,639 | 48,238 | (e) | 90,506 | (e) | 128,444 | (e) | 223,211 | (e) | 336,994 | (e) | 411,357 | (e) | 284,370 | (e) | 315,287 | (e) | 535,821 | (e) | 432,248 | (e) | 8,171,115 | ||||||||||||||||||||||||||
Real estate taxes and insurance | 2,159,130 | 462,691 | (f) | 29,918 | (f) | 109,089 | (f) | 261,698 | (f) | 260,477 | (f) | 290,404 | (f) | 476,624 | (f) | 592,994 | (f) | 504,520 | (f) | 1,039,278 | (f) | 6,186,823 | ||||||||||||||||||||||||||
Fees to affiliates | 6,928,656 | (636,794 | ) | (g) | (232,455 | ) | (g) | (345,326 | ) | (g) | (589,340 | ) | (g) | (499,405 | ) | (g) | (401,161 | ) | (g) | (239,985 | ) | (g) | (300,327 | ) | (g) | 401,562 | (g) | 331,839 | (g) | 4,417,264 | ||||||||||||||||||
Depreciation and amortization | 9,471,699 | (1,126,746 | ) | (h) | (187,031 | ) | (h) | (279,426 | ) | (h) | (646,637 | ) | (h) | 66,429 | (h) | 253,110 | (h) | 436,998 | (h) | 627,762 | (h) | 1,428,639 | (h) | 1,069,274 | (h) | 11,114,071 | ||||||||||||||||||||||
Interest expense | 3,887,837 | 55,745 | (i) | (257,514 | ) | (i) | 46,704 | (i) | 290,532 | (i) | 308,783 | (i) | 362,230 | (i) | 390,011 | (i) | 459,042 | (i) | 1,114,308 | (i) | 1,254,732 | (i) | 7,912,410 | |||||||||||||||||||||||||
General and administrative expenses | 2,094,725 | 2,399 | (j) | 4,960 | (j) | 5,771 | (j) | 8,284 | (j) | 16,075 | (j) | 12,222 | (j) | 32,679 | (j) | 68,269 | (j) | 2,881 | (j) | 54,111 | (j) | 2,302,376 | ||||||||||||||||||||||||||
Acquisition costs | 1,694,574 | (173,427 | ) | (k) | (140,025 | ) | (k) | (145,988 | ) | (k) | (160,715 | ) | (k) | (215,193 | ) | (k) | (160,780 | ) | (k) | (42,446 | ) | (k) | (102,472 | ) | (k) | (559 | ) | (k) | (28,901 | ) | (k) | 524,068 | ||||||||||||||||
31,601,260 | (1,367,894 | ) | (691,641 | ) | (480,732 | ) | (612,967 | ) | 274,160 | 767,382 | 1,338,251 | 1,660,555 | 3,987,172 | 4,152,581 | 40,628,127 | |||||||||||||||||||||||||||||||||
Net loss | (13,136,256 | ) | $ | 1,651,980 | $ | 917,524 | $ | 941,019 | $ | 1,851,543 | $ | 1,250,709 | $ | 867,348 | $ | 205,768 | $ | (379,440 | ) | $ | (918,856 | ) | $ | (1,409,367 | ) | (8,158,028 | ) | |||||||||||||||||||||
Net loss per common share – basic and diluted | $ | (1.39 | ) | $ | (0.36 | ) | ||||||||||||||||||||||||||||||||||||||||||
Weighted-average number of common shares outstanding, basic and diluted | 9,423,555 | 22,908,859 | (l) |
(a) | Historical financial information for the nine months ended September 30, 2012 derived from the Company’s Quarterly Report on Form 10-Q for the nine months ended September 30, 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, the Estancia Property, the Hilliard Park Property, the Hilliard Summit Property, the Forty 57 Property and the Hilliard Grand 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 nine months ended September 30, 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 nine months ended September 30, 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 nine months ended September 30, 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 Nine Months Ended September 30, 2012 | |||
Windsor on the River Property | $ | 10,229 | ||
Renaissance Property | 7,833 | |||
Spring Creek Property | 16,129 | |||
Montclair Parc Property | 61,966 | |||
Sonoma Grande Property | 60,217 | |||
Estancia Property | 64,488 | |||
Hilliard Park Property | 81,355 | |||
Hilliard Summit Property | 44,564 | |||
Forty 57 Property | — | |||
Hilliard Grand Property | 101,845 |
(f) | Represents real estate taxes and insurance expense (not reflected in the historical statement of operations of the Company) for the nine months ended September 30, 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 nine months ended September 30, 2012 to eliminate acquisition fees incurred by the Company that are included in the historical financial information for the nine months ended September 30, 2012 and to include the fees to affiliates (not reflected in the historical statement of operations of the Company) for the nine months ended September 30, 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 2.5% and 3.5% of the monthly gross revenues of the 2012 Properties, as defined in the Property Management Agreement for each property. |
For the Nine Months Ended September 30, 2012 | ||||||||||||||||
Acquisition Fees Eliminated from Historical Financial Information | Fees Included in Pro Forma Financial Information | |||||||||||||||
2012 Properties | Investment Management Fees | Property Management Fees | Total | |||||||||||||
Windsor on the River Property | $ | (666,381 | ) | $ | 19,644 | $ | 9,943 | $ | (636,794 | ) | ||||||
Renaissance Property | (253,897 | ) | 13,536 | 7,906 | (232,455 | ) | ||||||||||
Spring Creek Property | (392,099 | ) | 30,663 | 16,110 | (345,326 | ) | ||||||||||
Montclair Parc Property | (721,328 | ) | 94,831 | 37,157 | (589,340 | ) | ||||||||||
Sonoma Grande Property | (651,458 | ) | 106,307 | 45,746 | (499,405 | ) | ||||||||||
Estancia Property | (564,777 | ) | 114,574 | 49,042 | (401,161 | ) | ||||||||||
Hilliard Park Property | (400,130 | ) | 113,824 | 46,321 | (239,985 | ) | ||||||||||
Hilliard Summit Property | (486,537 | ) | 147,777 | 38,433 | (300,327 | ) | ||||||||||
Forty 57 Property | — | 324,854 | 76,708 | 401,562 | ||||||||||||
Hilliard Grand Property | — | 249,543 | 82,296 | 331,839 |
(h) | Represents depreciation and amortization expense (not reflected in the historical statement of operations of the Company) for the nine months ended September 30, 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 nine months ended September 30, 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 | |||
Hilliard Park Property | 13.9 | |||
Hilliard Summit Property | 16.8 | |||
Forty 57 Property | 38.5 | |||
Hilliard Grand Property | 29.3 |
(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 nine months ended September 30, 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 nine months ended September 30, 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 December 31, 2012. 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) | 2011 Properties (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) | Hilliard Park Property (b) | Hilliard Summit Property (b) | Forty 57 Property (b) | Hilliard Grand Property (b) | Pro Forma Total | ||||||||||||||||||||||||||||||||||||||||
Revenues: | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Rental income | $ | 5,185,990 | $ | 5,164,681 | (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) | $ | 2,139,079 | (c) | $ | 74,458 | (c) | $ | 2,891,236 | (c) | $ | 890,994 | (c) | $ | 33,728,644 | |||||||||||||||
Tenant reimbursements and other | 524,183 | 271,490 | (d) | 392,824 | (d) | 260,149 | (d) | 151,769 | (d) | 320,291 | (d) | 289,627 | (d) | 269,815 | (d) | 12,426 | (d) | 968 | (d) | 563,025 | (d) | 5,498 | (d) | 3,062,065 | ||||||||||||||||||||||||||||
Total revenues | 5,710,173 | 5,436,171 | 3,933,492 | 1,730,167 | 2,401,497 | 3,843,857 | 3,764,309 | 3,393,359 | 2,151,505 | 75,426 | 3,454,261 | 896,492 | 36,790,709 | |||||||||||||||||||||||||||||||||||||||
Expenses: | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Operating, maintenance and management | 2,022,124 | 1,740,326 | (e) | 703,319 | (e) | 693,238 | (e) | 670,140 | (e) | 692,724 | (e) | 775,264 | (e) | 786,875 | (e) | 374,710 | (e) | 82,058 | (e) | 655,794 | (e) | 361,442 | (e) | 9,558,014 | ||||||||||||||||||||||||||||
Real estate taxes and insurance | 756,403 | 681,596 | (f) | 1,252,124 | (f) | 164,436 | (f) | 276,116 | (f) | 555,793 | (f) | 552,268 | (f) | 517,165 | (f) | 651,796 | (f) | 261,475 | (f) | 672,693 | (f) | 1,027,212 | (f) | 7,369,077 | ||||||||||||||||||||||||||||
Fees to affiliates | 1,519,026 | 502,009 | (g) | 1,076,638 | (g) | 418,360 | (g) | 636,135 | (g) | 1,130,947 | (g) | 1,030,088 | (g) | 897,007 | (g) | 627,928 | (g) | 554,969 | (g) | 1,581,108 | (g) | 1,091,939 | (g) | 11,066,154 | ||||||||||||||||||||||||||||
Depreciation and amortization | 2,577,462 | 2,149,135 | (h) | 2,290,237 | (h) | 696,735 | (h) | 1,099,749 | (h) | 2,365,222 | (h) | 1,706,236 | (h) | 1,573,947 | (h) | 985,620 | (h) | 409,209 | (h) | 2,666,737 | (h) | 1,885,941 | (h) | 20,406,230 | ||||||||||||||||||||||||||||
Interest expense | 1,186,938 | 1,073,707 | (i) | 525,435 | (i) | 411,660 | (i) | 602,914 | (i) | 953,906 | (i) | 780,722 | (i) | 914,563 | (i) | 526,592 | (i) | 206,609 | (i) | 1,479,095 | (i) | 1,665,388 | (i) | 10,327,529 | ||||||||||||||||||||||||||||
General and administrative expenses | 816,085 | 130,032 | (j) | 33,211 | (j) | 37,992 | (j) | 30,111 | (j) | 25,709 | (j) | 36,628 | (j) | 33,527 | (j) | 49,972 | (j) | 23,613 | (j) | 2,573 | (j) | 76,058 | (j) | 1,295,511 | ||||||||||||||||||||||||||||
Acquisition costs | 881,145 | — | 170,869 | (k) | 122,697 | (k) | 106,819 | (k) | 156,434 | (k) | 198,898 | (k) | 133,183 | (k) | 27,562 | (k) | 92,472 | (k) | 349,673 | (k) | 128,762 | (k) | 2,368,514 | |||||||||||||||||||||||||||||
9,759,183 | 6,276,805 | 6,051,833 | 2,545,118 | 3,421,984 | 5,880,735 | 5,080,104 | 4,856,267 | 3,244,180 | 1,630,405 | 7,407,673 | 6,236,742 | 62,391,029 | ||||||||||||||||||||||||||||||||||||||||
Net loss | $ | (4,049,010 | ) | $ | (840,634 | ) | $ | (2,118,341 | ) | $ | (814,951 | ) | $ | (1,020,487 | ) | $ | (2,036,878 | ) | $ | (1,315,795 | ) | $ | (1,462,908 | ) | $ | (1,092,675 | ) | $ | (1,554,979 | ) | $ | (3,953,412 | ) | $ | (5,340,250 | ) | $ | (25,600,320 | ) | |||||||||||||
Net loss per common share – basic and diluted | $ | (1.72 | ) | $ | (1.12 | ) | ||||||||||||||||||||||||||||||||||||||||||||||
Weighted-average number of common shares outstanding, basic and diluted | 2,358,867 | 22,908,859 | (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 | |||
Hilliard Park Property | 106,707 | |||
Hilliard Summit Property | 1,989 | |||
Forty 57 Property | — | |||
Hilliard Grand Property | 34,093 |
(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 2.5% 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 | ||||||||||||
Hilliard Park Property | 400,130 | 163,253 | 64,545 | 627,928 | ||||||||||||
Hilliard Summit Property | 486,537 | 66,169 | 2,263 | 554,969 | ||||||||||||
Forty 57 Property | 1,061,613 | 433,138 | 86,357 | 1,581,108 | ||||||||||||
Hilliard Grand Property | 815,501 | 249,543 | 26,895 | 1,091,939 |
(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 | |||
Hilliard Park Property | 13.9 | |||
Hilliard Summit Property | 16.8 | |||
Forty 57 Property | 38.5 | |||
Hilliard Grand Property | 29.3 |
(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 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 December 31, 2012. The calculation assumes that these shares were issued and the related proceeds were raised on January 1, 2011. |
STEADFAST INCOME REIT, INC. | |||
Date: | March 8, 2013 | By: | /s/ Kevin J. Keating |
Kevin J. Keating | |||
Principal Financial and Accounting Officer |