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)) |
I. | The Mapleshade Property | ||
Report of Independent Auditors | |||
Statements of Revenues Over Certain Operating Expenses for the Three Months Ended March 31, 2014 (unaudited) and the Year Ended December 31, 2013 | |||
Notes to Statements of Revenues Over Certain Operating Expenses for the Three Months Ended March 31, 2014 (unaudited) and the Year Ended December 31, 2013 | |||
Exhibit | Description | |
23.1 | Consent of Independent Registered Public Accounting Firm |
For the Three Months Ended March 31, 2014 | For the Year Ended December 31, 2013 | ||||||
(unaudited) | |||||||
Revenues: | |||||||
Rental income | $ | 589,503 | $ | 2,225,868 | |||
Tenant reimbursements and other | 40,072 | 138,042 | |||||
Total revenues | 629,575 | 2,363,910 | |||||
Expenses: | |||||||
Operating, maintenance, and management | 174,349 | 703,479 | |||||
Real estate taxes and insurance | 99,112 | 324,531 | |||||
General and administrative expenses | 3,190 | 13,076 | |||||
Total expenses | 276,651 | 1,041,086 | |||||
Revenues over certain operating expenses | $ | 352,924 | $ | 1,322,824 |
Pro Forma Adjustments | ||||||||||||
Steadfast Income REIT, Inc. Historical (a) | Mapleshade Property (b) | Pro Forma Total | ||||||||||
Revenues: | ||||||||||||
Rental income | $ | 41,243,781 | $ | 589,503 | (c) | $ | 41,833,284 | |||||
Tenant reimbursements and other | 4,435,923 | 40,072 | (d) | 4,475,995 | ||||||||
Total revenues | 45,679,704 | 629,575 | 46,309,279 | |||||||||
Expenses: | ||||||||||||
Operating, maintenance and management | 12,853,281 | 155,686 | (e) | 13,008,967 | ||||||||
Real estate taxes and insurance | 8,325,350 | 119,116 | (f) | 8,444,466 | ||||||||
Fees to affiliates | 6,503,824 | (407,573 | ) | (g) | 6,096,251 | |||||||
Depreciation and amortization | 20,205,351 | 187,370 | (h) | 20,392,721 | ||||||||
Interest expense | 9,924,021 | 93,424 | (i) | 10,017,445 | ||||||||
General and administrative expenses | 1,333,874 | 3,190 | (j) | 1,337,064 | ||||||||
Acquisition costs | 616,914 | (306,287 | ) | (k) | 310,627 | |||||||
59,762,615 | (155,074 | ) | 59,607,541 | |||||||||
Net income (loss) | $ | (14,082,911 | ) | $ | 784,649 | $ | (13,298,262 | ) | ||||
Net loss per common share – basic and diluted | $ | (0.19 | ) | $ | (0.18 | ) | ||||||
Weighted-average number of common shares outstanding, basic and diluted | 74,463,344 | 74,745,296 | (l) |
(a) | Historical financial information for the three months ended March 31, 2014 derived from the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2014. |
(b) | Represents adjustments to historical operations of the Company to give effect to the acquisition of the Mapleshade Property as if this asset had been acquired on January 1, 2013. |
(c) | Represents the base rental income (not reflected in the historical statement of operations of the Company) for the three months ended March 31, 2014, based on the historical operations of the previous owner as if the Mapleshade Property had been acquired on January 1, 2013. |
(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, 2014, based on historical operations of the previous owner as if the Mapleshade Property had been acquired on January 1, 2013. |
(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, 2014, based on historical operations of the previous owner as if the Mapleshade Property had been acquired on January 1, 2013. Amounts exclude property management fees of $18,663 recorded in the historical statement of operations of the previous owner for the three months ended March 31, 2014. |
(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, 2014, based on management estimates as if the Mapleshade Property had been acquired on January 1, 2013. |
(g) | Represents adjustments made to fees to affiliates for the three months ended March 31, 2014 to eliminate acquisition fees of $474,900 incurred by the Company that are included in the historical financial information for the three months ended March 31, 2014 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, 2014 that would be due to affiliates had the Mapleshade Property been acquired on January 1, 2013. 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 (the “Advisor”) based on an annual fee, payable monthly, of 0.80% of the acquisition cost of the Mapleshade Property, including acquisition fees and acquisition expenses, as defined in the advisory agreement by and among the Company, its operating partnership and the Advisor (“Advisory Agreement”). The investment management fees that would have been payable to the Advisor for the three months ended March 31, 2014 were $48,440. |
• | Property Management Fees: Property management fees are payable to the property manager based on 3.00% of the monthly gross revenues of the Mapleshade Property, as defined in the Property Management Agreement for the Mapleshade Property. The property management fees that would have been payable to the property manager for the three months ended March 31, 2014 were $18,887. |
(h) | Represents depreciation and amortization expense (not reflected in the historical statement of operations of the Company) for the three months ended March 31, 2014, as if the Mapleshade Property had been acquired on January 1, 2013. 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, 2014, as if the borrowings attributable to the Mapleshade Property of $15.2 million were borrowed on January 1, 2013. |
(j) | Represents general and administrative expenses (not reflected in the historical statement of operations of the Company) for the three months ended March 31, 2014, based on historical operations of the previous owners, as if the Mapleshade Property had been acquired on January 1, 2013. |
(k) | Represents adjustments made to acquisition costs for the three months ended March 31, 2014 to eliminate acquisition costs of $306,287 incurred by the Company that are included in the historical financial information for the three months ended March 31, 2014 to give effect to the acquisition of the Mapleshade Property as if this asset had been acquired on January 1, 2013. |
(l) | Represents the actual number of shares of the Company’s common stock outstanding as of March 31, 2014 (the closing date of the Mapleshade Property). The calculation assumes that these shares were issued and the related proceeds were raised on January 1, 2013. |
Pro Forma Adjustments | ||||||||||||||||||||||||||||||||||||
Steadfast Income REIT, Inc. Historical (a) | Huffmeister Property (b) | Kingwood Property (b) | Waterford Place Property (b) | Carrington Place Property (b) | Champion Forest Property (b) | Carrington Park Property (b) | Mapleshade Property (b) | Pro Forma Total | ||||||||||||||||||||||||||||
Revenues: | ||||||||||||||||||||||||||||||||||||
Rental income | $ | 98,018,275 | $ | 2,875,335 | (c) | $ | 3,179,616 | (c) | $ | 2,020,068 | (c) | $ | 2,947,620 | (c) | $ | 2,716,939 | (c) | $ | 2,246,494 | (c) | $ | 2,225,868 | (c) | $ | 116,230,215 | |||||||||||
Tenant reimbursements and other | 11,083,242 | 359,776 | (d) | 403,642 | (d) | 216,301 | (d) | 382,943 | (d) | 294,039 | (d) | 279,052 | (d) | 138,042 | (d) | 13,157,037 | ||||||||||||||||||||
Total revenues | 109,101,517 | 3,235,111 | 3,583,258 | 2,236,369 | 3,330,563 | 3,010,978 | 2,525,546 | 2,363,910 | 129,387,252 | |||||||||||||||||||||||||||
Expenses: | ||||||||||||||||||||||||||||||||||||
Operating, maintenance and management | 28,957,567 | 817,668 | (e) | 950,508 | (e) | 648,346 | (e) | 1,060,877 | (e) | 698,878 | (e) | 719,082 | (e) | 632,602 | (e) | 34,485,528 | ||||||||||||||||||||
Real estate taxes and insurance | 17,499,798 | 727,040 | (f) | 824,811 | (f) | 486,105 | (f) | 705,709 | (f) | 676,332 | (f) | 535,938 | (f) | 476,463 | (f) | 21,932,196 | ||||||||||||||||||||
Fees to affiliates | 30,713,737 | 329,524 | (g) | 355,394 | (g) | 211,630 | (g) | 322,419 | (g) | 314,335 | (g) | 246,405 | (g) | 739,576 | (g) | 33,233,020 | ||||||||||||||||||||
Depreciation and amortization | 48,454,178 | 1,386,907 | (h) | 1,487,618 | (h) | 918,279 | (h) | 1,413,125 | (h) | 1,429,167 | (h) | 1,127,443 | (h) | 1,358,077 | (h) | 57,574,794 | ||||||||||||||||||||
Interest expense | 24,308,402 | 778,832 | (i) | 843,083 | (i) | 484,438 | (i) | 550,287 | (i) | 564,351 | (i) | 437,059 | (i) | 378,659 | (i) | 28,345,111 | ||||||||||||||||||||
General and administrative expenses | 6,857,240 | 28,352 | (j) | 28,468 | (j) | 24,046 | (j) | 27,383 | (j) | 27,789 | (j) | 26,302 | (j) | 13,076 | (j) | 7,032,656 | ||||||||||||||||||||
Acquisition costs | 8,169,451 | — | (k) | — | (k) | — | (k) | — | (k) | — | (k) | — | (k) | 306,287 | (k) | 8,475,738 | ||||||||||||||||||||
Total expenses | 164,960,373 | 4,068,323 | 4,489,882 | 2,772,844 | 4,079,800 | 3,710,852 | 3,092,229 | 3,904,740 | 191,079,043 | |||||||||||||||||||||||||||
Loss on sale of real estate | (21,001 | ) | — | — | — | — | — | — | — | (21,001 | ) | |||||||||||||||||||||||||
Net loss | $ | (55,879,857 | ) | $ | (833,212 | ) | $ | (906,624 | ) | $ | (536,475 | ) | $ | (749,237 | ) | $ | (699,874 | ) | $ | (566,683 | ) | $ | (1,540,830 | ) | $ | (61,712,792 | ) | |||||||||
Net loss per common share – basic and diluted | $ | (1.39 | ) | $ | (0.83 | ) | ||||||||||||||||||||||||||||||
Weighted-average number of common shares outstanding, basic and diluted | 40,169,940 | 74,745,296 | (l) |
(a) | Historical financial information for the year ended December 31, 2013 derived from the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. |
(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, 2013. |
(c) | Represents the base rental income (not reflected in the historical statement of operations of the Company) for the year ended December 31, 2013, based on the historical operations of the previous owners as if the Portfolio Properties had been acquired on January 1, 2013. |
(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, 2013, based on historical operations of the previous owners as if the Portfolio Properties had been acquired on January 1, 2013. |
(e) | Represents operating, maintenance and management expenses (not reflected in the historical statement of operations of the Company) for the year ended December 31, 2013, based on historical operations of the previous owners as if the Portfolio Properties had been acquired on January 1, 2013. Amounts exclude the following property management fees: |
Portfolio Properties | Property Management Fees For the Year Ended December 31, 2013 | |||
Huffmeister Property | $ | 81,112 | ||
Kingwood Property | 91,435 | |||
Waterford Place Property | 55,159 | |||
Carrington Place Property | 82,513 | |||
Champion Forest Property | 75,364 | |||
Carrington Park Property | 63,436 | |||
Mapleshade Property | 70,877 |
(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, 2013, based on management estimates as if the Portfolio Properties had been acquired on January 1, 2013. |
(g) | Represents fees to affiliates (not reflected in the historical statement of operations of the Company) for the year ended December 31, 2013 that would be due to affiliates had the Portfolio Properties been acquired on January 1, 2013. 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 2.8% and 3.0% 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, 2013 | ||||||||||||||||
Portfolio Properties | Acquisition Fees | Investment Management Fees | Property Management Fees | Total | ||||||||||||
Huffmeister Property | $ | — | $ | 240,558 | $ | 88,966 | $ | 329,524 | ||||||||
Kingwood Property | — | 256,854 | 98,540 | 355,394 | ||||||||||||
Waterford Place Property | — | 150,130 | 61,500 | 211,630 | ||||||||||||
Carrington Place Property | — | 230,829 | 91,590 | 322,419 | ||||||||||||
Champion Forest Property | — | 231,533 | 82,802 | 314,335 | ||||||||||||
Carrington Park Property | — | 176,952 | 69,453 | 246,405 | ||||||||||||
Mapleshade Property | 474,900 | 193,759 | 70,917 | 739,576 |
(h) | Represents depreciation and amortization expense (not reflected in the historical statement of operations of the Company) for the year ended December 31, 2013, as if the Portfolio Properties had been acquired on January 1, 2013. 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, 2013, as if the borrowings attributable to the Portfolio Properties were borrowed on January 1, 2013. |
Portfolio Properties | Initial Mortgage Debt (In Millions) | |||
Huffmeister Property | $ | 26.0 | ||
Kingwood Property | 28.1 | |||
Waterford Place Property | 16.3 | |||
Carrington Place Property | 22.4 | |||
Champion Forest Property | 23.0 | |||
Carrington Park Property | 17.7 | |||
Mapleshade Property | 15.2 |
(j) | Represents general and administrative expenses (not reflected in the historical statement of operations of the Company) for the year ended December 31, 2013, based on historical operations of the previous owners, as if the Portfolio Properties had been acquired as of January 1, 2013. Amounts exclude the following asset management fees: |
Portfolio Properties | Asset Management Fees For the Year Ended December 31, 2013 | |||
Huffmeister Property | $ | 32,248 | ||
Kingwood Property | 34,312 | |||
Waterford Place Property | 27,057 | |||
Carrington Place Property | 34,073 | |||
Champion Forest Property | 32,643 | |||
Carrington Park Property | 30,258 | |||
Mapleshade Property | — |
(k) | Represents adjustments made to acquisition costs (not reflected in the historical statement of operations of the Company) for the year ended December 31, 2013, to include those amounts incurred by the Company that were attributable to the Mapleshade Property, as if the asset had been acquired as of January 1, 2013. |
(l) | Represents the actual number of shares of the Company’s common stock outstanding as of March 31, 2014 (the closing date of the Mapleshade Property). The calculation assumes that these shares were issued and the related proceeds were raised on January 1, 2013. |
STEADFAST INCOME REIT, INC. | |||
Date: | June 13, 2014 | By: | /s/ Kevin J. Keating |
Kevin J. Keating | |||
Principal Financial and Accounting Officer |
Exhibit | Description | |
23.1 | Consent of Independent Registered Public Accounting Firm |