0001468010-14-000051.txt : 20140813 0001468010-14-000051.hdr.sgml : 20140813 20140812182844 ACCESSION NUMBER: 0001468010-14-000051 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20140812 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140813 DATE AS OF CHANGE: 20140812 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Steadfast Income REIT, Inc. CENTRAL INDEX KEY: 0001468010 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 270351641 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54674 FILM NUMBER: 141035327 BUSINESS ADDRESS: STREET 1: 18100 VON KARMAN AVE., SUITE 500 CITY: IRVINE STATE: CA ZIP: 92612 BUSINESS PHONE: 949-852-0700 MAIL ADDRESS: STREET 1: 18100 VON KARMAN AVE., SUITE 500 CITY: IRVINE STATE: CA ZIP: 92612 FORMER COMPANY: FORMER CONFORMED NAME: Steadfast REIT, Inc. DATE OF NAME CHANGE: 20100202 FORMER COMPANY: FORMER CONFORMED NAME: Steadfast Secure Income REIT, Inc. DATE OF NAME CHANGE: 20090708 8-K 1 form8-kreearningsrelease20.htm 8-K Form 8-K re: Earnings Release (2014.06.30)




 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
August 12, 2014
Steadfast Income REIT, Inc.
(Exact Name of Registrant as Specified in Charter)

 
 
 
 
 
Maryland
 
000-54674
 
27-0351641
(State or Other Jurisdiction
 
(Commission File Number)
 
(IRS Employer
of Incorporation)
 
 
 
Identification No.)
18100 Von Karman Avenue, Suite 500
Irvine, California 92612
(Address of Principal Executive Offices, including Zip Code)
Registrant's telephone number, including area code: (949) 852-0700
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2.):

 
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))
 
 

 






Item 2.02    Results of Operations and Financial Condition.
On August 12, 2014, Steadfast Income REIT, Inc. (the “Company”) issued an earnings release announcing its financial results for the three and six months ended June 30, 2014. A copy of the earnings release is being furnished as Exhibit 99.1 to this Form 8-K.
The information contained in this Item 2.02, including the related information set forth in the earnings release attached hereto as Exhibit 99.1 and incorporated by reference herein, is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.







Item 9.01    Financial Statements and Exhibits.
(d) Exhibits.
Exhibit    Description
99.1
Earnings Release, dated August 12, 2014








SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
STEADFAST INCOME REIT, INC.
 
 
 
 
 
 
 
 
Date:
August 12, 2014
By:
/s/ Ella S. Neyland
 
 
 
Ella S. Neyland
 
 
 
President








EXHIBIT INDEX

Exhibits    Description
99.1
Earnings Release, dated August 12, 2014








EX-99.1 2 ex-9911q13pressreleasexsir.htm EXHIBIT EX-99.1 (1Q13) Press Release - SIR (06.30.2014)
EXHIBIT 99.1



 
18100 Von Karman Avenue
Suite 500
Irvine, CA 92612
949.852.0700

NEWS RELEASE
Contact:
Jennifer Schmidt
Phone:
949.333.1721
Email:
jschmidt@steadfastcmg.com
STEADFAST INCOME REIT, INC. ANNOUNCES
RESULTS FOR THE PERIOD ENDED JUNE 30, 2014
Irvine, Calif., August 12, 2014 — Steadfast Income REIT, Inc. (the “Company”) announced today its operating results for the period ended June 30, 2014.
For the three and six months ended June 30, 2014, the Company had total revenues of $49.2 million and $94.9 million compared to $22.4 million and $41.0 million for the three and six months ended June 30, 2013. Net loss was $3.7 million and $17.7 million for the three and six months ended June 30, 2014 compared to net loss of $7.7 million and $16.3 million for the three and six months ended June 30, 2013. Total assets of the Company grew from $1.56 billion at December 31, 2013 to $1.60 billion at June 30, 2014.
Highlights:
The Company:
Increased modified funds from operations (“MFFO”), as defined by the Investment Program Association, to $11.1 million and $20.5 million for the three and six months ended June 30, 2014 from MFFO of $4.6 million and $8.9 million for the three and six months ended June 30, 2013. (See the reconciliation of MFFO to net loss and accompanying notes contained within this release for additional information on how the Company calculates MFFO.)
Increased net operating income (“NOI”) to $25.1 million and $47.9 million for the three and six months ended June 30, 2014 from $12.3 million and $23.0 million for the three and six months ended June 30, 2013. (See the reconciliation of NOI to net loss and accompanying notes contained within this release for additional information on how the Company calculates NOI.)
Acquired two multifamily properties with a total of 412 apartment homes for an aggregate purchase price of $45.2 million during the three months ended June 30, 2014.
Disposed of one multifamily property with a total of 190 apartment homes and recognized a gain on sale of $7.1 million.
Increased its multifamily property portfolio as of June 30, 2014 to 66 properties with 16,493 apartment homes and an aggregate purchase price of $1.6 billion. As of June 30, 2014, the Company had $492.4 million of fixed rate debt, including debt premiums and discounts totaling $5.3 million, with a weighted average interest rate of

1


4.30% and $568.1 million of variable rate debt with a weighted average interest rate of 2.57%. The weighted average interest rate on the Company's total outstanding debt as of June 30, 2014 was 3.38%.
Reported net cash provided by operating activities was $17.3 million for the six months ended June 30, 2014 compared to $3.1 million for the six months ended June 30, 2013. Net cash used in investing activities was $95.1 million for the six months ended June 30, 2014 compared to $172.6 million for the six months ended June 30, 2013.
Reported net cash provided by financing activities was $82.4 million for the six months ended June 30, 2014, and included $13.3 million of distributions paid, net of $12.9 million in non-cash distributions pursuant to the Company's distribution reinvestment plan. Net cash provided by financing activities was $205.2 million for the six months ended June 30, 2013, and included $5.4 million of distributions paid, net of $4.0 million in non-cash distributions pursuant to the Company's distribution reinvestment plan.

“Job growth is a key driver of demand for apartment homes,” said Ella Neyland, President of the Company. “The Steadfast markets have above average job and population growth. Our largest market, Houston, has led major US cities in job recovery since December 2011. Austin, one of our next largest markets, was #1 on Forbes' list of the “Fastest Growing cities in 2014” and Dallas was ranked number 3 on the same list. Nashville was dubbed by Time magazine as the “South’s Red-Hot Town” because it had the strongest employment growth since the recession of any large metropolitan area according to the Nashville Business Journal.”
Conference Call
The Company will host a conference call on Wednesday, August 13, 2014 at 4:00 P.M. Eastern Time to discuss its operating results for the period ended June 30, 2014.
Live Conference Call Details
Domestic toll-free dial-in number: (877) 513-1694
Canada toll-free dial-in number: (855) 669-9657
International dial-in Number: (412) 902-4146
Details for the Replay of the Conference Call
Domestic toll-free dial-in number: (877) 344-7529
International Dial-In Number: (412) 317-0088
Conference ID for Replay: 10049670
Dates Available: August 13, 2014 at 6:00 PM ET to September 2, 2014 at 9:00 AM ET
An audio replay of the call will be accessible through the Investor Information page of the Company's web site at www.steadfastreits.com.

2



About Steadfast Income REIT
     Steadfast Income REIT is a real estate investment trust that was formed to acquire and operate a diverse portfolio of real estate investments focused primarily on the multifamily sector, including stable, income-producing and value-added properties.
     Steadfast Income REIT is sponsored by Steadfast REIT Investments, LLC, an affiliate of Steadfast Companies, an Orange County, California-based group of affiliated real estate investment and operating companies that acquire, develop and manage real estate in the U.S. and Mexico.
###
This release contains certain forward-looking statements. Words such as “anticipates”, “expects”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “may” and “should” and their variations identify forward-looking statements. Because such statements include risks, uncertainties and contingencies, actual results may differ materially from those expressed or implied by such forward-looking statements and you should not place undue reliance on any such statements. A number of important factors could cause actual results to differ materially from the forward-looking statements contained in this release. Such factors include those described in the Risk Factors section of the Annual Report on Form 10-K for Steadfast Income REIT, Inc. Forward-looking statements in this document speak only as of the date on which such statements were made, and the company undertakes no obligation to update any such statements that may become untrue because of subsequent events. Such forward-looking statements are subject to the safe harbor protection for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES.

FINANCIAL TABLES, NOTES AND EXHIBITS FOLLOW


3




STEADFAST INCOME REIT, INC.
CONSOLIDATED BALANCE SHEETS
 
June 30, 2014
 
December 31, 2013
ASSETS
Assets:
 
 
 
Real Estate:
 
 
 
Land
$
171,685,494

 
$
163,061,398

Building and improvements
1,416,617,048

 
1,322,198,787

Tenant origination and absorption costs
1,749,308

 
15,588,747

Other intangible assets
2,644,263

 
2,644,263

Total real estate held for investment, cost
1,592,696,113

 
1,503,493,195

Less accumulated depreciation and amortization
(68,696,539
)
 
(46,865,284
)
Total real estate held for investment, net
1,523,999,574

 
1,456,627,911

Real estate held for sale, net
6,050,723

 
14,335,248

Total real estate, net
1,530,050,297

 
1,470,963,159

Cash and cash equivalents
23,873,891

 
19,368,573

Restricted cash
31,733,017

 
24,982,208

Rents and other receivables
1,657,153

 
28,555,764

Assets related to real estate held for sale
154,728

 
444,740

Deferred financing costs and other assets, net
12,301,178

 
17,575,410

Total assets
$
1,599,770,264

 
$
1,561,889,854

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
 
 
 
Accounts payable and accrued liabilities
$
30,328,673

 
$
30,418,334

Below-market leases, net

 
163,237

Notes payable:
 
 
 
Mortgage notes payable, net
1,035,531,644

 
973,889,547

Revolving credit facility
20,000,000

 

Mortgage notes payable related to real estate held for sale
4,963,942

 
13,440,253

Total notes payable, net
1,060,495,586

 
987,329,800

Distributions payable
4,460,118

 
4,058,452

Due to affiliates, net
1,949,756

 
9,322,038

Liabilities related to real estate held for sale
101,656

 
534,458

Total liabilities
1,097,335,789

 
1,031,826,319

Commitments and contingencies
 
 
 
Redeemable common stock
22,833,164

 
12,945,007

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, 75,884,855 and 74,153,580 shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively
758,849

 
741,538

Convertible stock, $0.01 par value per share; 1,000 shares issued and outstanding as of June 30, 2014 and December 31, 2013, respectively
10

 
10

Additional paid-in capital
647,012,521

 
640,181,521

Cumulative distributions and net losses
(168,170,069
)
 
(123,804,541
)
Total stockholders’ equity
479,601,311

 
517,118,528

Total liabilities and stockholders’ equity
$
1,599,770,264

 
$
1,561,889,854


4




STEADFAST INCOME REIT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS


 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
Revenues:
 
 
 
 
 
 
 
Rental income
$
43,924,772

 
$
19,979,998

 
$
85,168,553

 
$
36,779,427

Tenant reimbursements and other
5,299,287

 
2,390,455

 
9,735,210

 
4,181,782

Total revenues
49,224,059

 
22,370,453

 
94,903,763

 
40,961,209

Expenses:
 
 
 
 
 
 
 
Operating, maintenance and management
13,314,840

 
5,944,288

 
26,168,121

 
10,472,201

Real estate taxes and insurance
8,876,041

 
3,300,748

 
17,201,391

 
5,914,486

Fees to affiliates
6,125,623

 
4,550,796

 
12,629,447

 
8,736,922

Depreciation and amortization
17,457,109

 
9,772,519

 
37,662,460

 
18,496,076

Interest expense
11,273,624

 
4,552,197

 
21,197,645

 
8,854,210

Loss on debt extinguishment
891,885

 

 
891,885

 

General and administrative expenses
1,527,542

 
994,118

 
2,861,416

 
1,704,940

Other acquisition costs
483,368

 
1,001,902

 
1,100,282

 
3,120,390

Total expenses
59,950,032

 
30,116,568

 
119,712,647

 
57,299,225

Loss from continuing operations
(10,725,973
)
 
(7,746,115
)
 
(24,808,884
)
 
(16,338,016
)
Gain (loss) on sale of real estate
7,072,294

 

 
7,072,294

 

Net loss
(3,653,679
)
 
(7,746,115
)
 
(17,736,590
)
 
(16,338,016
)
Net loss per common share — basic and diluted
$
(0.05
)
 
$
(0.24
)
 
$
(0.24
)
 
$
(0.57
)
Weighted average number of common shares outstanding — basic and diluted
75,164,490

 
32,136,950

 
74,817,466

 
28,727,291




5



Steadfast Income REIT, Inc.
Non-GAAP Measures - FFO and MFFO Reconciliation
For the Three and Six Months Ended June 30, 2014 and 2013
Due to certain unique operating characteristics of real estate companies, as discussed below, the National Association of Real Estate Investment Trusts (NAREIT), an industry trade group, has promulgated a measure known as funds from operations (FFO), which the Company believes to be an appropriate supplemental measure to reflect the operating performance of a real estate investment trust (REIT). The use of FFO is recommended by the REIT industry as a supplemental performance measure. FFO is not equivalent to the Company's net income or loss as determined under GAAP.
The Company defines FFO, a non-GAAP financial measure, consistent with the standards established by the White Paper on FFO approved by the Board of Governors of NAREIT, as revised in February 2004 (the “White Paper”). The White Paper defines FFO as net income or loss computed in accordance with GAAP, excluding gains or losses from sales of property and non-cash impairment charges of real estate related investments, plus real estate related depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. In particular, the Company believes it is appropriate to disregard impairment charges, as this is a fair value adjustment that is largely based on market fluctuations and assessments regarding general market conditions which can change over time. An asset will only be evaluated for impairment if certain impairment indications exist and if the carrying, or book value, exceeds the total estimated undiscounted future cash flows (including net rental and lease revenues, net proceeds on the sale of the property, and any other ancillary cash flows at a property or group level under GAAP) from such asset. Investors should note, however, that determinations of whether impairment charges have been incurred are based partly on anticipated operating performance, because estimated undiscounted future cash flows from a property, including estimated future net rental and lease revenues, net proceeds on the sale of the property, and certain other ancillary cash flows, are taken into account in determining whether an impairment charge has been incurred. While impairment charges are excluded from the calculation of FFO as described above, investors are cautioned that due to the fact that impairments are based on estimated future undiscounted cash flows and the relatively limited term of the Company's operations, it could be difficult to recover any impairment charges. The Company's FFO calculation complies with NAREIT’s policy described above.
The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time, especially if such assets are not adequately maintained or repaired and renovated as required by relevant circumstances and/or as requested or required by lessees for operational purposes in order to maintain the value disclosed. The Company believes that since real estate values historically rise and fall with market conditions, including inflation, interest rates, the business cycle, unemployment and consumer spending, presentations of operating results for a REIT using historical accounting for depreciation may be less informative. Historical accounting for real estate involves the use of GAAP. Any other method of accounting for real estate such as the fair value method cannot be construed to be any more accurate or relevant than the comparable methodologies of real estate valuation found in GAAP. Nevertheless, the Company believes that the use of FFO, which excludes the impact of real estate related depreciation and amortization, provides a more complete understanding of its performance to investors and to

6



management, and when compared year over year, reflects the impact on its operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and interest costs, which may not be immediately apparent from net income. However, FFO, and modified funds from operations (MFFO) as described below, should not be construed to be more relevant or accurate than the current GAAP methodology in calculating net income or in its applicability in evaluating the Company's operating performance. The method utilized to evaluate the value and performance of real estate under GAAP should be construed as a more relevant measure of operational performance and considered more prominently than the non-GAAP FFO and MFFO measures and the adjustments to GAAP in calculating FFO and MFFO.
Changes in the accounting and reporting promulgations under GAAP (for acquisition fees and expenses from a capitalization/depreciation model to an expensed-as-incurred model) that were put into effect in 2009 and other changes to GAAP accounting for real estate subsequent to the establishment of NAREIT’s definition of FFO have prompted an increase in cash-settled expenses, specifically acquisition fees and expenses for all industries as items that are expensed under GAAP, that are typically accounted for as operating expenses. The Company's management believes these fees and expenses do not affect the Company's overall long-term operating performance. Publicly registered, non-listed REITs typically have a significant amount of acquisition activity and are substantially more dynamic during their initial years of investment and operation. While other start-up entities may also experience significant acquisition activity during their initial years, the Company believes that public, non-listed REITs, are unique in that they have a limited life with targeted exit strategies within a relatively limited time frame after acquisition activity ceases. The Company's board of directors will determine to pursue a liquidity event when it believes that the then-current market conditions are favorable. However, the board of directors does not anticipate evaluating a liquidity event (i.e., a listing of the Company's common stock on a national exchange, a merger or sale of the Company or another similar transaction) until 2015. Thus, as a limited life REIT the Company will not continuously purchase assets and will have a limited life.
Due to the above factors and other unique features of publicly registered, non-listed REITs, the Investment Program Association (IPA), an industry trade group, has standardized a measure known as MFFO, which the IPA has recommended as a supplemental measure for publicly registered non-listed REITs and which the Company believes to be another appropriate supplemental measure to reflect the operating performance of a public, non-listed REIT having the characteristics described above. MFFO is not equivalent to net income or loss as determined under GAAP, and MFFO may not be a useful measure of the impact of long-term operating performance on value if the Company does not continue to operate with a limited life and targeted exit strategy, as currently intended. The Company believes that, because MFFO excludes costs that it considers more reflective of investing activities and other non-operating items included in FFO and also excludes acquisition fees and expenses that affect its operations only in periods in which properties are acquired, MFFO can provide, on a going forward basis, an indication of the sustainability (that is, the capacity to continue to be maintained) of its operating performance after the period in which it is acquiring properties and once its portfolio is in place. By providing MFFO, the Company believes it is presenting useful information that assists investors and analysts to better assess the sustainability of its operating performance after its offering has been completed and its properties have been acquired. The Company also believes that MFFO is a recognized measure of sustainable operating performance by the non-listed REIT industry. Further, the Company believes MFFO is useful

7



in comparing the sustainability of its operating performance after its offering and acquisitions are completed with the sustainability of the operating performance of other real estate companies that are not as involved in acquisition activities. Investors are cautioned that MFFO should only be used to assess the sustainability of the Company's operating performance after its offering has been completed and properties have been acquired, as it excludes acquisition costs that have a negative effect on the Company's operating performance during the periods in which properties are acquired.
The Company defines MFFO, a non-GAAP financial measure, consistent with the IPA’s Guideline 2010-01, Supplemental Performance Measure for Publicly Registered, Non-Listed REITs: Modified Funds from Operations (the Practice Guideline), issued by the IPA in November 2010. The Practice Guideline defines MFFO as FFO further adjusted for the following items, as applicable, included in the determination of GAAP net income: acquisition fees and expenses; amounts relating to deferred rent receivables and amortization of above and below market leases and liabilities (which are adjusted in order to reflect such payments from a GAAP accrual basis to a cash basis of disclosing the rent and lease payments); accretion of discounts and amortization of premiums on debt investments; mark-to-market adjustments included in net income; nonrecurring gains or losses included in net income from the extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such holdings is not a fundamental attribute of the business plan, unrealized gains or losses resulting from consolidation from, or deconsolidation to, equity accounting, and after adjustments for consolidated and unconsolidated partnerships and joint ventures, with such adjustments calculated to reflect MFFO on the same basis. The accretion of discounts and amortization of premiums on debt investments, nonrecurring unrealized gains and losses on hedges, foreign exchange, derivatives or securities holdings, unrealized gains and losses resulting from consolidations, as well as other listed cash flow adjustments are adjustments made to net income in calculating the cash flows provided by operating activities and, in some cases, reflect gains or losses which are unrealized and may not ultimately be realized. While the Company relies on its external advisor for managing interest rate, hedge and foreign exchange risk, the Company does not retain an outside consultant to review all of its hedging agreements. Inasmuch as interest rate hedges are not a fundamental part of the Company's operations, the Company believes it is appropriate to exclude such non-recurring gains and losses in calculating MFFO, as such gains and losses are not reflective of on-going operations.
The Company's MFFO calculation complies with the IPA’s Practice Guideline described above. In calculating MFFO, the Company excludes acquisition related expenses, amortization of above and below market leases, fair value adjustments of derivative financial instruments, deferred rent receivables and the adjustments of such items related to noncontrolling interests. Under GAAP, acquisition fees and expenses are characterized as operating expenses in determining operating net income. These expenses are paid in cash by the Company. All paid and accrued acquisition fees and expenses will have negative effects on returns to investors, the potential for future distributions, and cash flows generated by the Company, unless earnings from operations or net sales proceeds from the disposition of other properties are generated to cover the purchase price of the property, these fees and expenses and other costs related to such property. In the event that proceeds from the Company's initial public offering are not available to fund its reimbursement of acquisition fees and expenses incurred by its advisor, such fees and expenses will need to be reimbursed to the advisor from other sources, including debt, operational earnings or cash flow, net proceeds from the sale of properties, or from ancillary cash flows. The acquisition of properties, and the corresponding

8



acquisition fees and expenses, is the key operational feature of the Company's business plan to generate operational income and cash flow to fund distributions to stockholders. Further, under GAAP, certain contemplated non-cash fair value and other non-cash adjustments are considered operating non-cash adjustments to net income in determining cash flow from operating activities. In addition, the Company views fair value adjustments of derivatives and gains and losses from dispositions of assets as non-recurring items or items which are unrealized and may not ultimately be realized, and which are not reflective of on-going operations and are therefore typically adjusted for when assessing operating performance.
The Company's management uses MFFO and the adjustments used to calculate MFFO in order to evaluate the Company's performance against other public, non-listed REITs which have limited lives with short and defined acquisition periods and targeted exit strategies shortly thereafter. As noted above, MFFO may not be a useful measure of the impact of long-term operating performance on value if the Company does not continue to operate in this manner. The Company believes that its use of MFFO and the adjustments used to calculate MFFO allow the Company to present its performance in a manner that reflects certain characteristics that are unique to public, non-listed REITs, such as their limited life, limited and defined acquisition period and targeted exit strategy, and hence that the use of such measures is useful to investors. By excluding expensed acquisition costs, the use of MFFO provides information consistent with the Company's management’s analysis of the operating performance of the properties. Additionally, fair value adjustments, which are based on the impact of current market fluctuations and underlying assessments of general market conditions, but can also result from operational factors such as rental and occupancy rates, may not be directly related or attributable to the Company's current operating performance. By excluding such changes that may reflect anticipated and unrealized gains or losses, the Company believes MFFO provides useful supplemental information.
Presentation of this information is intended to provide useful information to investors as they compare the operating performance to that of other public, non-listed REITs, although it should be noted that not all public, non-listed REITs calculate FFO and MFFO the same way, so comparisons with other public, non-listed REITs may not be meaningful. Furthermore, FFO and MFFO are not necessarily indicative of cash flow available to fund cash needs and should not be considered as an alternative to net income (loss) or income (loss) from continuing operations as an indication of the Company's performance, as an alternative to cash flows from operations as an indication of the Company's liquidity, or indicative of funds available to fund the Company's cash needs, including the Company's ability to make distributions to stockholders. FFO and MFFO should be reviewed in conjunction with GAAP measurements as an indication of the Company's performance. MFFO has limitations as a performance measure in an offering such as the Company's where the price of a share of common stock is a stated value and there is no regular net asset value determinations during the offering stage and for a period thereafter. MFFO is useful in assisting the Company's management and investors in assessing the sustainability of operating performance in future operating periods, and in particular, after the offering and acquisition stages are complete and net asset value is disclosed. MFFO is not a useful measure in evaluating net asset value because impairments are taken into account in determining net asset value but not in determining MFFO.

9



Neither the SEC, NAREIT nor any other regulatory body has passed judgment on the acceptability of the adjustments that the Company uses to calculate FFO or MFFO. In the future, the SEC, NAREIT or another regulatory body may decide to standardize the allowable adjustments across the non-listed REIT industry and in response to such standardization the Company may have to adjust its calculation and characterization of FFO or MFFO accordingly.
The Company's calculation of FFO and MFFO is presented in the following table for the three and six months ended June 30, 2014 and 2013:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
Reconciliation of net loss to MFFO:
 
2014
 
2013
 
2014
 
2013
Net loss
 
$
(3,653,679
)
 
$
(7,746,115
)
 
$
(17,736,590
)
 
$
(16,338,016
)
Depreciation of real estate assets
 
14,574,731

 
6,474,682

 
28,440,333

 
11,867,644

Amortization of lease-related costs
 
2,882,378

 
3,297,837

 
9,222,127

 
6,628,432

Gain on sale of real estate, net
 
(7,072,294
)
 

 
(7,072,294
)
 

FFO
 
6,731,136

 
2,026,404

 
12,853,576

 
2,158,060

Acquisition fees and expenses(1)(2)
 
1,400,593

 
3,203,513

 
3,597,184

 
7,544,319

Unrealized loss on derivative instruments
 
2,125,640

 
(438,472
)
 
3,315,514

 
(373,855
)
Loss on debt extinguishment
 
891,885

 

 
891,885

 

Accretion of below-market leases
 

 
(167,992
)
 
(163,237
)
 
(426,318
)
MFFO
 
$
11,149,254

 
$
4,623,453

 
$
20,494,922

 
$
8,902,206

________________
(1)
By excluding expensed acquisition costs, management believes MFFO provides useful supplemental information that is comparable for each type of real estate investment and is consistent with management's analysis of the investing and operating performance of the Company's properties. Acquisition fees and expenses include payments to the Company's advisor or third parties. Acquisition fees and expenses under GAAP are considered operating expenses and as expenses included in the determination of net income and income from continuing operations, both of which are performance measures under GAAP. All paid and accrued acquisition fees and expenses will have negative effects on returns to investors, the potential for future distributions, and cash flows generated by the Company, unless earnings from operations or net sales proceeds from the disposition of properties are generated to cover the purchase price of the property, these fees and expenses and other costs related to the property. In the event that proceeds from the Company's initial public offering are not available to fund the Company's reimbursement of acquisition fees and expenses incurred by the Company's advisor, such fees and expenses will need to be reimbursed to the advisor from other sources, including debt, operational earnings or cash flow, net proceeds from the sale of properties, or from ancillary cash flows. The acquisition of properties, and the corresponding acquisition fees and expenses, is the key operational feature of the Company's business plan to generate operational income and cash flow to fund distributions to its stockholders.
(2)
Acquisition fees and expenses for the three and six months ended June 30, 2014 includes acquisition fees of $917,225 and $2,496,902, respectively, that are recorded in fees to affiliates in the accompanying statements of operations and acquisition expenses of $483,368 and $1,001,902, respectively, that are recorded in acquisition costs in the accompanying statements of operations. Acquisition fees and expenses for the three and six months ended June 30, 2013 includes acquisition fees of $2,201,611 and $4,423,929, respectively, that are recorded in fees to affiliates in the accompanying statements of operations and acquisition expenses of $1,001,902 and $3,120,390, respectively, that are recorded in acquisition costs in the accompanying statements of operations.

10



Steadfast Income REIT, Inc.
Non-GAAP Measures - Net Operating Income
For the Three and Six Months Ended June 30, 2014 and 2013
Net Operating Income (NOI), is a non-GAAP financial measure of performance. NOI is used by investors and the Company's management to evaluate and compare the performance of the Company's properties and to determine trends in earnings and to compute the fair value of the Company's properties as it is not affected by (1) the cost of funds of the Company, (2) acquisition costs of the Company, (3) non-operating fees paid to affiliates, (4) the impact of depreciation and amortization expenses as well as gains or losses from the sale of operating real estate assets that are included in net income computed in accordance with GAAP, or (5) general and administrative expenses and other gains and losses that are specific to the Company. The cost of funds is eliminated from net income because it is specific to the particular financing capabilities and constraints of the Company. The cost of funds is also eliminated because it is dependent on historical interest rates and other costs of capital as well as past decisions made by the Company regarding the appropriate mix of capital which may have changed or may change in the future. Acquisition costs and non-operating fees to affiliates are eliminated because they do not reflect continuing operating costs of the Company. Depreciation and amortization expenses as well as gains or losses from the sale of operating real estate assets are eliminated because they may not accurately represent the actual change in value in the Company's multifamily properties that result from use of the properties or changes in market conditions. While certain aspects of real property do decline in value over time in a manner that is reasonably captured by depreciation and amortization, the value of the properties as a whole have historically increased or decreased as a result of changes in overall economic conditions instead of from actual use of the property or the passage of time. Gains and losses from the sale of real property vary from property to property and are affected by market conditions at the time of sale which will usually change from period to period. These gains and losses can create distortions when comparing one period to another or when comparing the Company's operating results to the operating results of other real estate companies that have not made similarly timed purchases or sales. The Company believes that eliminating these costs from net (loss) income is useful because the resulting measure captures the actual revenue generated and actual expenses incurred in operating its properties as well as trends in occupancy rates, rental rates and operating costs.
However, the usefulness of NOI is limited because it excludes general and administrative costs, interest expense, interest income and other expense, acquisition costs, certain fees paid to affiliates, depreciation and amortization expense and gains or losses from the sale of properties, and other gains and losses as stipulated by GAAP, the level of capital expenditures and leasing costs necessary to maintain the operating performance of the Company's properties, all of which are significant economic costs. NOI may fail to capture significant trends in these components of net income which further limits its usefulness.

11



NOI is a measure of the operating performance of the Company's properties but does not measure the Company's performance as a whole. NOI is therefore not a substitute for net (loss) income as computed in accordance with GAAP. This measure should be analyzed in conjunction with net (loss) income computed in accordance with GAAP. Other companies may use different methods for calculating NOI or similarly entitled measures and, accordingly, the Company's NOI may not be comparable to similarly entitled measures reported by other companies that do not define the measure exactly as the Company does.
The following is a reconciliation of the Company's NOI to net loss for the three and six months ended June 30, 2014 and 2013:
 
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
 
2014
 
2013
 
2014
 
2013
Net loss
 
$
(3,653,679
)
 
$
(7,746,115
)
 
$
(17,736,590
)
 
$
(16,338,016
)
Fees to affiliates(1)
 
4,234,718

 
3,699,881

 
8,988,691

 
7,178,795

Depreciation and amortization
 
17,457,109

 
9,772,519

 
37,662,460

 
18,496,076

Interest expense
 
11,273,624

 
4,552,197

 
21,197,645

 
8,854,210

Loss on debt extinguishment
 
891,885

 

 
891,885

 
 
General and administrative expenses
 
1,527,542

 
994,118

 
2,861,416

 
1,704,940

Acquisition costs
 
483,368

 
1,001,902

 
1,100,282

 
3,120,390

Gain on sale of real estate, net
 
(7,072,294
)
 

 
(7,072,294
)
 

Net operating income
 
$
25,142,273

 
$
12,274,502

 
$
47,893,495

 
$
23,016,395

________________
(1)
Fees to affiliates for the three and six months ended June 30, 2014 excludes property management fees of $1,464,108 and $2,817,406 and other fees of $426,797 and $823,350 that are included in NOI. Fees to affiliates for the three and six months ended June 30, 2013 excludes property management fees of $671,007 and $1,219,860 and other fees of $179,908 and $338,267 that are included in NOI.


12



EXHIBIT A
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Monthly Portfolio Snapshot
|
June 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property
 
Location
 
Total Units
 
Non-Revenue Units
 
Rentable Units
 
Average Occupied Units
 
Average % Occupied
 
% Leased
Multi-Family
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Park Place Condominiums
 
Des Moines, IA
 
151
 
 
151
 
139
 
92.1%
 
96.2%
Arbor Pointe Apartments
 
Louisville, KY
 
130
 
 
130
 
128
 
98.5%
 
100.0%
Clarion Park Apartments
 
Olathe, KS
 
220
 
1
 
219
 
214
 
97.3%
 
99.0%
Cooper Creek Village
 
Louisville, KY
 
123
 
 
123
 
116
 
94.3%
 
97.0%
Truman Farm Villas
 
Grandview, MO
 
200
 
1
 
199
 
188
 
94.0%
 
96.3%
Prairie Walk Apartments
 
Kansas City, MO
 
128
 
1
 
127
 
121
 
94.5%
 
98.1%
EBT Lofts
 
Kansas City, MO
 
102
 
 
102
 
97
 
95.1%
 
97.8%
Windsor on the River
 
Cedar Rapids, IA
 
424
 
1
 
423
 
404
 
95.3%
 
96.9%
Renaissance St. Andrews
 
Louisville, KY
 
216
 
 
216
 
206
 
95.4%
 
98.5%
Spring Creek of Edmond
 
Edmond, OK
 
252
 
2
 
250
 
241
 
95.6%
 
98.6%
Montclair Parc Apartments
 
Oklahoma City, OK
 
360
 
2
 
358
 
344
 
95.6%
 
99.5%
Sonoma Grande Apartments
 
Tulsa, OK
 
336
 
1
 
335
 
324
 
96.4%
 
98.4%
Estancia Apartments
 
Tulsa, OK
 
294
 
1
 
293
 
280
 
95.2%
 
98.1%
Montelena Apartments
 
Round Rock, TX
 
232
 
1
 
231
 
227
 
97.8%
 
100.0%
Valley Farms Apartments
 
Louisville, KY
 
160
 
1
 
159
 
156
 
97.5%
 
100.0%
Hilliard Park Apartments
 
Columbus, OH
 
201
 
2
 
199
 
195
 
97.0%
 
99.8%
Sycamore Terrace Apartments
 
Terre Haute, IN
 
250
 
1
 
249
 
233
 
93.2%
 
97.2%
Hilliard Summit Apartments
 
Columbus, OH
 
208
 
2
 
206
 
201
 
96.6%
 
99.6%
Springmarc Apartments
 
San Marcos, TX
 
240
 
1
 
239
 
225
 
93.8%
 
97.3%
Renaissance at St. Andrews Condominiums
 
Louisville, KY
 
29
 
 
29
 
28
 
96.6%
 
97.4%
Ashley Oaks Apartments
 
San Antonio, TX
 
462
 
2
 
460
 
432
 
93.5%
 
95.2%
Arrowhead Apartments
 
Palatine, IL
 
200
 
1
 
199
 
196
 
98.0%
 
99.4%
The Moorings Apartments
 
Roselle, IL
 
216
 
1
 
215
 
210
 
97.2%
 
98.7%
Forty 57 Apartments
 
Lexington, KY
 
436
 
1
 
435
 
419
 
96.1%
 
98.3%
Keystone Farms Apartments
 
Nashville, TN
 
90
 
 
90
 
90
 
100.0%
 
100.0%
Riverford Crossing Apartments
 
Frankfort, KY
 
300
 
1
 
299
 
293
 
97.7%
 
99.0%
South Pointe at Valley Farms
 
Louisville, KY
 
32
 
 
32
 
31
 
96.9%
 
100.0%
Montecito Apartments
 
Austin, TX
 
268
 
2
 
266
 
245
 
91.4%
 
97.9%
Hilliard Grand Apartments
 
Dublin, OH
 
314
 
2
 
312
 
306
 
97.5%
 
100.0%
The Hills at Fair Oaks
 
Fair Oaks Ranch, TX
 
288
 
2
 
286
 
270
 
93.8%
 
96.8%
Library Lofts
 
Kansas City, MO
 
118
 
 
118
 
113
 
95.8%
 
98.5%
Trails at Buda Ranch
 
Buda, TX
 
264
 
1
 
263
 
254
 
96.2%
 
98.3%
Deep Deuce at Bricktown
 
Oklahoma City, OK
 
294
 
2
 
292
 
271
 
92.2%
 
99.7%
Deer Valley Apartments
 
Lake Bluff, IL
 
224
 
2
 
222
 
215
 
96.0%
 
97.5%
Grayson Ridge
 
North Richland Hills, TX
 
240
 
1
 
239
 
229
 
95.4%
 
97.2%
Rosemont at Olmos Park
 
San Antonio, TX
 
144
 
1
 
143
 
120
 
83.3%
 
91.5%
Retreat at Quail North
 
Oklahoma City, OK
 
240
 
1
 
239
 
228
 
95.0%
 
97.8%
The Lodge at Trails Edge
 
Indianapolis, IN
 
268
 
2
 
266
 
254
 
94.8%
 
99.3%




Property
 
Location
 
Total Units
 
Non-Revenue Units
 
Rentable Units
 
Average Occupied Units
 
Average % Occupied
 
% Leased
Multi-Family (continued)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Arbors of Carrolton
 
Dallas, TX
 
131
 
 
131
 
123
 
93.9%
 
96.4%
Waterford on the Meadow
 
Dallas, TX
 
350
 
 
350
 
335
 
95.7%
 
97.5%
Belmont
 
Dallas, TX
 
260
 
 
260
 
249
 
95.8%
 
98.8%
Meritage at Steiner Ranch
 
Austin, TX
 
502
 
2
 
500
 
468
 
93.2%
 
97.6%
Tapestry Park
 
Birmingham, AL
 
223
 
1
 
222
 
216
 
96.9%
 
100.0%
Dawntree
 
Dallas, TX
 
400
 
 
400
 
381
 
95.3%
 
98.0%
Stuart Hall
 
Kansas City, MO
 
115
 
 
115
 
108
 
93.9%
 
97.0%
Bricegrove Park
 
Columbus, OH
 
240
 
1
 
239
 
221
 
92.1%
 
96.7%
Retreat at Hamburg Place
 
Lexington, KY
 
150
 
1
 
149
 
145
 
96.7%
 
98.8%
Cantare at ILV
 
Nashville, TN
 
206
 
1
 
205
 
200
 
97.1%
 
99.4%
Landing at Mansfield
 
Mansfield, TX
 
336
 
2
 
334
 
320
 
95.2%
 
97.8%
Heights at 2121
 
Houston, TX
 
504
 
4
 
500
 
491
 
97.4%
 
99.9%
Villas at Huffmeister
 
Houston, TX
 
294
 
1
 
293
 
280
 
95.2%
 
97.5%
Villas at Kingwood
 
Kingwood, TX
 
330
 
1
 
329
 
321
 
97.3%
 
99.6%
Waterford Place Riata Ranch
 
Cypress, TX
 
228
 
1
 
227
 
213
 
93.4%
 
96.5%
Carrington Place
 
Houston, TX
 
324
 
1
 
323
 
293
 
90.4%
 
93.9%
Carrington at Champion Forest
 
Houston, TX
 
284
 
1
 
283
 
270
 
95.1%
 
96.4%
Carrington Park at Huffington
 
Houston, TX
 
232
 
1
 
231
 
221
 
95.3%
 
99.2%
Willow Crossing
 
Elk Grove Village, IL
 
579
 
2
 
577
 
543
 
93.8%
 
96.2%
Echo at Katy Ranch
 
Katy, TX
 
260
 
1
 
259
 
236
 
90.8%
 
93.0%
Heritage Grand at Sienna Plantation
 
Missouri City, TX
 
240
 
1
 
239
 
228
 
95.0%
 
98.0%
Audubon Park
 
Nashville, TN
 
256
 
 
256
 
239
 
93.4%
 
95.3%
Mallard Crossing
 
Loveland, OH
 
350
 
2
 
348
 
330
 
94.3%
 
97.4%
Renaissance at Carol Stream
 
Carol Streamk, IL
 
293
 
1
 
292
 
272
 
92.8%
 
94.2%
Reserve at Creekside
 
Chattanooga, TN
 
192
 
2
 
190
 
179
 
93.2%
 
95.8%
Mapleshade
 
Dallas, TX
 
148
 
1
 
147
 
135
 
91.2%
 
96.0%
Richland Falls
 
Murfreesboro, TN
 
190
 
1
 
189
 
154
 
81.1%
 
93.7%
Oak Crossing
 
Fort Wayne, IN
 
222
 
1
 
221
 
204
 
91.9%
 
97.3%
Total
 
 
 
16,493
 
70
 
16,423
 
15,618
 
94.7%
 
97.7%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Square Footage
 
Occupied Square Footage
 
% Occupied
 
 
 
 
 
 
Commercial
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Library Lofts Commercial
 
Kansas City, MO
 
16,680
 
16,680
 
100.0%
 
 
 
 
 
 
Stuart Hall Commercial
 
Kansas City, MO
 
4,450
 
4,450
 
100.0%
 
 
 
 
 
 
Meritage at Steiner Ranch Commercial
 
Austin, TX
 
4,843
 
4,843
 
100.0%
 
 
 
 
 
 
 
 
 
 
25,973
 
25,973
 
100.0%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 





 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Monthly Portfolio Snapshot
|
May 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property
 
Location
 
Total Units
 
Non-Revenue Units
 
Rentable Units
 
Average Occupied Units
 
Average % Occupied
 
% Leased
Multi-Family
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Lincoln Tower Apartments
 
Springfield, IL
 
190
 
 
190
 
181
 
95.3%
 
97.4%
Park Place Condominiums
 
Des Moines, IA
 
151
 
 
151
 
134
 
88.7%
 
95.5%
Arbor Pointe Apartments
 
Louisville, KY
 
130
 
 
130
 
127
 
97.7%
 
99.6%
Clarion Park Apartments
 
Olathe, KS
 
220
 
1
 
219
 
214
 
97.3%
 
99.7%
Cooper Creek Village
 
Louisville, KY
 
123
 
 
123
 
116
 
94.3%
 
96.1%
Truman Farm Villas
 
Grandview, MO
 
200
 
1
 
199
 
187
 
93.5%
 
96.8%
Prairie Walk Apartments
 
Kansas City, MO
 
128
 
1
 
127
 
125
 
97.7%
 
99.2%
EBT Lofts
 
Kansas City, MO
 
102
 
 
102
 
98
 
96.1%
 
98.0%
Windsor on the River
 
Cedar Rapids, IA
 
424
 
1
 
423
 
407
 
96.0%
 
97.5%
Renaissance St. Andrews
 
Louisville, KY
 
216
 
 
216
 
208
 
96.3%
 
98.2%
Spring Creek of Edmond
 
Edmond, OK
 
252
 
2
 
250
 
239
 
94.8%
 
98.4%
Montclair Parc Apartments
 
Oklahoma City, OK
 
360
 
2
 
358
 
328
 
91.1%
 
94.8%
Sonoma Grande Apartments
 
Tulsa, OK
 
336
 
1
 
335
 
318
 
94.6%
 
97.1%
Estancia Apartments
 
Tulsa, OK
 
294
 
1
 
293
 
279
 
94.9%
 
98.6%
Montelena Apartments
 
Round Rock, TX
 
232
 
1
 
231
 
227
 
97.8%
 
99.9%
Valley Farms Apartments
 
Louisville, KY
 
160
 
1
 
159
 
155
 
96.9%
 
98.9%
Hilliard Park Apartments
 
Columbus, OH
 
201
 
2
 
199
 
196
 
97.5%
 
100.0%
Sycamore Terrace Apartments
 
Terre Haute, IN
 
250
 
 
250
 
224
 
89.6%
 
97.2%
Hilliard Summit Apartments
 
Columbus, OH
 
208
 
2
 
206
 
201
 
96.6%
 
99.4%
Springmarc Apartments
 
San Marcos, TX
 
240
 
1
 
239
 
222
 
92.5%
 
94.8%
Renaissance at St. Andrews Condominiums
 
Louisville, KY
 
29
 
 
29
 
27
 
93.1%
 
100.0%
Ashley Oaks Apartments
 
San Antonio, TX
 
462
 
2
 
460
 
424
 
91.8%
 
94.1%
Arrowhead Apartments
 
Palatine, IL
 
200
 
1
 
199
 
195
 
97.5%
 
99.8%
The Moorings Apartments
 
Roselle, IL
 
216
 
1
 
215
 
207
 
95.8%
 
97.9%
Forty 57 Apartments
 
Lexington, KY
 
436
 
1
 
435
 
419
 
96.1%
 
98.0%
Keystone Farms Apartments
 
Nashville, TN
 
90
 
 
90
 
88
 
97.8%
 
99.7%
Riverford Crossing Apartments
 
Frankfort, KY
 
300
 
1
 
299
 
293
 
97.7%
 
99.5%
South Pointe at Valley Farms
 
Louisville, KY
 
32
 
 
32
 
31
 
96.9%
 
98.4%
Montecito Apartments
 
Austin, TX
 
268
 
2
 
266
 
248
 
92.5%
 
96.4%
Hilliard Grand Apartments
 
Dublin, OH
 
314
 
2
 
312
 
308
 
98.1%
 
99.9%
The Hills at Fair Oaks
 
Fair Oaks Ranch, TX
 
288
 
2
 
286
 
268
 
93.1%
 
95.7%
Library Lofts
 
Kansas City, MO
 
118
 
 
118
 
106
 
89.8%
 
97.5%
Trails at Buda Ranch
 
Buda, TX
 
264
 
1
 
263
 
247
 
93.6%
 
97.1%
Deep Deuce at Bricktown
 
Oklahoma City, OK
 
294
 
2
 
292
 
272
 
92.5%
 
99.0%
Deer Valley Apartments
 
Lake Bluff, IL
 
224
 
2
 
222
 
216
 
96.4%
 
98.4%
Grayson Ridge
 
North Richland Hills, TX
 
240
 
1
 
239
 
231
 
96.3%
 
98.0%
Rosemont at Olmos Park
 
San Antonio, TX
 
144
 
1
 
143
 
130
 
90.3%
 
94.3%
Retreat at Quail North
 
Oklahoma City, OK
 
240
 
1
 
239
 
227
 
94.6%
 
98.2%
The Lodge at Trails Edge
 
Indianapolis, IN
 
268
 
2
 
266
 
259
 
96.6%
 
99.5%




Property
 
Location
 
Total Units
 
Non-Revenue Units
 
Rentable Units
 
Average Occupied Units
 
Average % Occupied
 
% Leased
Multi-Family (continued)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Arbors of Carrolton
 
Dallas, TX
 
131
 
 
131
 
127
 
96.9%
 
97.5%
Waterford on the Meadow
 
Dallas, TX
 
350
 
 
350
 
340
 
97.1%
 
98.5%
Belmont
 
Dallas, TX
 
260
 
 
260
 
252
 
96.9%
 
99.3%
Meritage at Steiner Ranch
 
Austin, TX
 
502
 
2
 
500
 
466
 
92.8%
 
96.4%
Tapestry Park
 
Birmingham, AL
 
223
 
1
 
222
 
216
 
96.9%
 
99.9%
Dawntree
 
Dallas, TX
 
400
 
 
400
 
383
 
95.8%
 
97.3%
Stuart Hall
 
Kansas City, MO
 
115
 
 
115
 
103
 
89.6%
 
93.3%
Bricegrove Park
 
Columbus, OH
 
240
 
1
 
239
 
222
 
92.5%
 
96.9%
Retreat at Hamburg Place
 
Lexington, KY
 
150
 
1
 
149
 
140
 
93.3%
 
97.2%
Cantare at ILV
 
Nashville, TN
 
206
 
1
 
205
 
193
 
93.7%
 
97.6%
Landing at Mansfield
 
Mansfield, TX
 
336
 
2
 
334
 
316
 
94.0%
 
96.7%
Heights at 2121
 
Houston, TX
 
504
 
4
 
500
 
488
 
96.8%
 
100.0%
Villas at Huffmeister
 
Houston, TX
 
294
 
1
 
293
 
278
 
94.6%
 
97.4%
Villas at Kingwood
 
Kingwood, TX
 
330
 
1
 
329
 
313
 
94.8%
 
98.3%
Waterford Place Riata Ranch
 
Cypress, TX
 
228
 
1
 
227
 
212
 
93.0%
 
95.6%
Carrington at Champion Forest
 
Houston, TX
 
284
 
1
 
283
 
273
 
96.1%
 
97.7%
Carrington Park at Huffington
 
Houston, TX
 
232
 
1
 
231
 
220
 
94.8%
 
98.2%
Carrington Place
 
Houston, TX
 
324
 
1
 
323
 
293
 
90.4%
 
94.1%
Willow Crossing
 
Elk Grove Village, IL
 
579
 
2
 
577
 
537
 
92.7%
 
95.8%
Audubon Park
 
Nashville, TN
 
256
 
 
256
 
238
 
93.0%
 
95.2%
Echo at Katy Ranch
 
Katy, TX
 
260
 
1
 
259
 
232
 
89.2%
 
92.0%
Heritage Grand at Sienna Plantation
 
Missouri City, TX
 
240
 
1
 
239
 
221
 
92.1%
 
97.0%
Mallard Crossing
 
Loveland, OH
 
350
 
2
 
348
 
321
 
91.7%
 
94.9%
Renaissance at Carol Stream
 
Carol Streamk, IL
 
293
 
1
 
292
 
276
 
94.2%
 
95.9%
Reserve at Creekside
 
Chattanooga, TN
 
192
 
2
 
190
 
179
 
93.2%
 
96.9%
Mapleshade
 
Dallas, TX
 
148
 
1
 
147
 
134
 
90.5%
 
92.6%
Richland Falls
 
Murfreesboro, TN
 
190
 
 
190
 
143
 
75.3%
 
81.6%
Total
 
 
 
16,461
 
67
 
16,394
 
15,498
 
94.1%
 
97.2%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Square Footage
 
Occupied Square Footage
 
% Occupied
 
 
 
 
 
 
Commercial
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Lincoln Tower Commercial
 
Springfield, IL
 
8,995
 
5,472
 
60.8%
 
 
 
 
 
 
Library Lofts Commercial
 
Kansas City, MO
 
16,680
 
16,680
 
100.0%
 
 
 
 
 
 
Stuart Hall Commercial
 
Kansas City, MO
 
4,450
 
4,450
 
100.0%
 
 
 
 
 
 
Meritage at Steiner Ranch Commercial
 
Austin, TX
 
4,843
 
 
—%
 
 
 
 
 
 
 
 
 
 
34,968
 
26,602
 
76.1%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 






 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Monthly Portfolio Snapshot
|
April 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property
 
Location
 
Total Units
 
Non-Revenue Units
 
Rentable Units
 
Average Occupied Units
 
Average % Occupied
 
% Leased
Multi-Family
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Lincoln Tower Apartments
 
Springfield, IL
 
190
 
 
190
 
182
 
95.8%
 
96.3%
Park Place Condominiums
 
Des Moines, IA
 
151
 
 
151
 
145
 
96.0%
 
98.8%
Arbor Pointe Apartments
 
Louisville, KY
 
130
 
 
130
 
130
 
100.0%
 
100.0%
Clarion Park Apartments
 
Olathe, KS
 
220
 
1
 
219
 
217
 
98.6%
 
99.9%
Cooper Creek Village
 
Louisville, KY
 
123
 
 
123
 
118
 
95.9%
 
96.7%
Truman Farm Villas
 
Grandview, MO
 
200
 
1
 
199
 
185
 
92.5%
 
95.1%
Prairie Walk Apartments
 
Kansas City, MO
 
128
 
1
 
127
 
125
 
97.7%
 
99.4%
EBT Lofts
 
Kansas City, MO
 
102
 
 
102
 
98
 
96.1%
 
97.3%
Windsor on the River
 
Cedar Rapids, IA
 
424
 
1
 
423
 
406
 
95.8%
 
97.6%
Renaissance St. Andrews
 
Louisville, KY
 
216
 
 
216
 
205
 
94.9%
 
96.1%
Spring Creek of Edmond
 
Edmond, OK
 
252
 
2
 
250
 
242
 
96.0%
 
99.5%
Montclair Parc Apartments
 
Oklahoma City, OK
 
360
 
2
 
358
 
326
 
90.6%
 
93.9%
Sonoma Grande Apartments
 
Tulsa, OK
 
336
 
1
 
335
 
319
 
94.9%
 
97.5%
Estancia Apartments
 
Tulsa, OK
 
294
 
1
 
293
 
279
 
94.9%
 
98.0%
Montelena Apartments
 
Round Rock, TX
 
232
 
1
 
231
 
227
 
97.8%
 
99.6%
Valley Farms Apartments
 
Louisville, KY
 
160
 
1
 
159
 
155
 
96.9%
 
99.2%
Hilliard Park Apartments
 
Columbus, OH
 
201
 
2
 
199
 
196
 
97.5%
 
99.1%
Sycamore Terrace Apartments
 
Terre Haute, IN
 
250
 
 
250
 
214
 
85.6%
 
93.5%
Hilliard Summit Apartments
 
Columbus, OH
 
208
 
2
 
206
 
202
 
97.1%
 
99.0%
Springmarc Apartments
 
San Marcos, TX
 
240
 
1
 
239
 
218
 
90.8%
 
93.5%
Renaissance at St. Andrews Condominiums
Louisville, KY
 
29
 
 
29
 
29
 
100.0%
 
99.1%
Ashley Oaks Apartments
 
San Antonio, TX
 
462
 
2
 
460
 
431
 
93.3%
 
94.5%
Arrowhead Apartments
 
Palatine, IL
 
200
 
1
 
199
 
191
 
95.5%
 
98.6%
The Moorings Apartments
 
Roselle, IL
 
216
 
1
 
215
 
202
 
93.5%
 
96.5%
Forty 57 Apartments
 
Lexington, KY
 
436
 
1
 
435
 
415
 
95.2%
 
96.8%
Keystone Farms Apartments
 
Nashville, TN
 
90
 
 
90
 
88
 
97.8%
 
99.4%
Riverford Crossing Apartments
 
Frankfort, KY
 
300
 
1
 
299
 
291
 
97.0%
 
99.3%
South Pointe at Valley Farms
 
Louisville, KY
 
32
 
 
32
 
31
 
96.9%
 
99.2%
Montecito Apartments
 
Austin, TX
 
268
 
2
 
266
 
248
 
92.5%
 
95.2%
Hilliard Grand Apartments
 
Dublin, OH
 
314
 
2
 
312
 
306
 
97.5%
 
99.6%
The Hills at Fair Oaks
 
Fair Oaks Ranch, TX
 
288
 
2
 
286
 
270
 
93.8%
 
95.5%
Library Lofts
 
Kansas City, MO
 
118
 
 
118
 
105
 
89.0%
 
93.0%
Trails at Buda Ranch
 
Buda, TX
 
264
 
1
 
263
 
255
 
96.6%
 
98.8%
Deep Deuce at Bricktown
 
Oklahoma City, OK
 
294
 
2
 
292
 
272
 
92.5%
 
97.3%
Deer Valley Apartments
 
Lake Bluff, IL
 
224
 
2
 
222
 
215
 
96.0%
 
98.0%
Grayson Ridge
 
North Richland Hills, TX
 
240
 
1
 
239
 
235
 
97.9%
 
99.1%
Rosemont at Olmos Park
 
San Antonio, TX
 
144
 
1
 
143
 
132
 
91.7%
 
93.2%
Retreat at Quail North
 
Oklahoma City, OK
 
240
 
1
 
239
 
222
 
92.5%
 
98.0%
The Lodge at Trails Edge
 
Indianapolis, IN
 
268
 
2
 
266
 
260
 
97.0%
 
99.9%
Arbors of Carrolton
 
Dallas, TX
 
131
 
 
131
 
126
 
96.2%
 
98.9%




Property
 
Location
 
Total Units
 
Non-Revenue Units
 
Rentable Units
 
Average Occupied Units
 
Average % Occupied
 
% Leased
Multi-Family (continued)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Waterford on the Meadow
 
Dallas, TX
 
350
 
 
350
 
335
 
95.7%
 
97.9%
Belmont
 
Dallas, TX
 
260
 
 
260
 
253
 
97.3%
 
99.3%
Meritage at Steiner Ranch
 
Austin, TX
 
502
 
5
 
497
 
450
 
89.6%
 
93.1%
Tapestry Park
 
Birmingham, AL
 
223
 
1
 
222
 
214
 
96.0%
 
98.7%
Dawntree
 
Dallas, TX
 
400
 
 
400
 
388
 
97.0%
 
98.0%
Stuart Hall
 
Kansas City, MO
 
115
 
 
115
 
104
 
90.4%
 
93.7%
Bricegrove Park
 
Columbus, OH
 
240
 
1
 
239
 
228
 
95.0%
 
97.1%
Retreat at Hamburg Place
 
Lexington, KY
 
150
 
2
 
148
 
142
 
94.7%
 
97.0%
Cantare at ILV
 
Nashville, TN
 
206
 
1
 
205
 
198
 
96.1%
 
97.7%
Landing at Mansfield
 
Mansfield, TX
 
336
 
2
 
334
 
316
 
94.0%
 
95.5%
Heights at 2121
 
Houston, TX
 
504
 
4
 
500
 
486
 
96.4%
 
99.5%
Villas at Huffmeister
 
Houston, TX
 
294
 
1
 
293
 
279
 
94.9%
 
97.1%
Villas at Kingwood
 
Kingwood, TX
 
330
 
1
 
329
 
311
 
94.2%
 
98.0%
Waterford Place Riata Ranch
 
Cypress, TX
 
228
 
1
 
227
 
211
 
92.5%
 
95.3%
Carrington at Champion Forest
 
Houston, TX
 
284
 
1
 
283
 
273
 
96.1%
 
98.0%
Carrington Park at Huffington
 
Houston, TX
 
232
 
1
 
231
 
215
 
92.7%
 
96.3%
Carrington Place
 
Houston, TX
 
324
 
1
 
323
 
289
 
89.2%
 
92.4%
Willow Crossing
 
Elk Grove Village, IL
 
579
 
2
 
577
 
543
 
93.8%
 
95.7%
Audubon Park
 
Nashville, TN
 
256
 
 
256
 
232
 
90.6%
 
92.3%
Echo at Katy Ranch
 
Katy, TX
 
260
 
1
 
259
 
219
 
84.2%
 
88.6%
Heritage Grand at Sienna Plantation
 
Missouri City, TX
 
240
 
1
 
239
 
223
 
92.9%
 
97.0%
Mallard Crossing
 
Loveland, OH
 
350
 
2
 
348
 
317
 
90.6%
 
94.2%
Renaissance at Carol Stream
 
Carol Streamk, IL
 
293
 
1
 
292
 
277
 
94.5%
 
96.1%
Reserve at Creekside
 
Chattanooga, TN
 
192
 
2
 
190
 
175
 
91.1%
 
95.8%
Mapleshade
 
Dallas, TX
 
148
 
1
 
147
 
138
 
93.2%
 
91.9%
Total
 
 
 
16,271
 
71
 
16,200
 
15,329
 
94.2%
 
96.9%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Square Footage
 
Occupied Square Footage
 
% Occupied
 
 
 
 
 
 
Commercial
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Lincoln Tower Commercial
 
Springfield, IL
 
8,995
 
5,472
 
60.8%
 
 
 
 
 
 
Library Lofts Commercial
 
Kansas City, MO
 
16,680
 
16,680
 
100.0%
 
 
 
 
 
 
Stuart Hall Commercial
 
Kansas City, MO
 
4,450
 
4,450
 
100.0%
 
 
 
 
 
 
Meritage at Steiner Ranch Commercial
 
Austin, TX
 
4,843
 
 
—%
 
 
 
 
 
 
 
 
 
 
34,968
 
26,602
 
76.1%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 





DEFINITIONS OF PORTFOLIO PERFORMANCE METRICS
Total Units:
Number of units per property at the end of the reporting period.
Non-Revenue Units:
Number of model units or other non-revenue administrative units.
Rentable Units:
Total Units less Non-Revenue Units at the end of the reporting period.
Average Occupied Units:
Number of units occupied based on a weekly average during the reporting period.
Average Percent Occupied:
Percent of units occupied (Average Occupied Units divided by Total Units).
Percent Leased:
Percent of Total Units leased at the end of the reporting period (number of leased units divided by Total Units).
Total Square Footage:
Total square footage of commercial property at the end of the reporting period.
Occupied Square Footage:
Total square footage of commercial property occupied at the end of the reporting period.
Percent Occupied:
Percent of square footage occupied (Occupied Square Footage divided by Total Square Footage).



GRAPHIC 3 sfr_logoa04a08.jpg begin 644 sfr_logoa04a08.jpg M_]C_X``02D9)1@`!`0$`2`!(``#_VP!#``,"`@("`@,"`@(#`P,#!`8$!`0$ M!`@&!@4&"0@*"@D("0D*#`\,"@L."PD)#1$-#@\0$!$0"@P2$Q(0$P\0$!#_ MVP!#`0,#`P0#!`@$!`@0"PD+$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0 M$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!#_P``1"``V`+D#`2(``A$!`Q$!_\0` M'@```@,!``,!`0``````````"`D`!@<%`@0*`0/_Q`!.$```!0,#`00%!`L- M"0$````!`@,$!08'$0`($B$)$S%1%"(C06$5%C)Q.#E"4G5V@9&4H;07&597 M8G-T@J*RL\'4)#0U-T-$4V/2;NT')R%R)ULC@ M!QH*?GA5O\*9?].5_P#K1C]K^'+=P3'\%H[^^OH6+964NG>&2"-MS1,E-&`X M$5623XMT<_\`D6-@A/ZQ@USJ5848.=1I);O1'2,7)Y117_GA5O\`"B7_`$Y7 M_P"M>2=5UBL<$TJEF3F,.`*5XJ(B/Y]$JEM?L9:5/TC<->PLE,I&$#4C0I"O MGH*!]PLX$!32\A`2_4.O/]VY_2:1H_;+M61IE,0XDFI"+7EY8V.G,%3EXD$? M(`,&1UYU3B;DORL.?NWRQ^7J_9,[QH:^8\OU?^]SL[%*/O="[B*'N+54-5*% M+Q+Q99XN^443*8AFRI2\4U#`93)C%^B`^?NT\ELN1RW2*J3E+$5(-:9*">E[R;US](^AFNJ<4E!-=WO[;?+!><7XN#<[=S4 MFWJV52Q].1MNX-&2F'3F.*\4DGRW=F(W`#&#@B4JI.9BB!Q$3``AT'5JVGWQ MK2^EKJCKFM8)I"R<=4LK$%CFYA.5J1J)2@F8X@`G,!N638#/D&@CEJSD-N/: M\/Y"HA.W@[CG:L^^./$AT'K=)-)3/A@CI+B(_P`@VCSLA2"]%QET8]1F=LD^ MKB9E&X"3B!DW":*H&+YADQ@Z>0Z]%'#3(7U5?:%;O*4M+;>Y[N6I$1N))2K= M!J$"(`@W:+D0`_(56E\;X:9;TCM[VDPC=$J0!`F=J%`,>U<%:+J M#]8G5,/Y=,UMM33>$W+7/EVZ`$&?I"C7BQP#Z:I%)A#(_$"(IA]6-5%=@;J& MW/[C:ZWNUEM7)6T"PBH!-ZHTDPI\BBYA2(F8@'**@%$/:8'&!Z:W+9;=J[MU M*9K]I>L8D:DHJN)"E5#1C4R")R-DT?6`HB(CDQSB`^\HAH.[-/?D[M<;M2&2 MAZ*PF%LF\`XMT!Z_#IHX]MS`Y'UQJD,Q(U"JYZ.GA!),2I'5<0$8*QB9SD!5 M!0?$>HCJ*Y&5:_&Y"I+9;HK(69B`8C%7`5?$F.^2Y+`4H%*W[LV?5]?EGH.< M:W&X;N8CJ$GY*GY!-C(LHY=TV<*(`L4ATR"<,D$0`P#QQX^_2YM^TX^@NT1V M^5`KT8,G42T(;/W8R/)7^PNGIC%QO^7E4?@5[_@'U2=!B@"Q.(I=XF;@(@!@$,=,^_20;9?:Y;T_CM`?Y::IM%F'4[L+ MHN0>*&.K\S5VXF,.1$$BJI%_40-"L&&R&\C=W>O;A=6\\14-+(S-N!373C`I M_FD\;`F*JXB;O>13%3*[+Q+W MJSRB$79K`<"AGQX`8?R#T MTP^BW2]%;;X-XX3%-:!HALHYTR# M=26=MP<$C8],Q>]4(D8>)UC\,/?Q4VQ]"E$(G M;?N?JH"^WGK@Q13"(?\`301CRE#\YC_G'4"N63;7NPW&W`N;8V/KJ0I]W3%V MJ?FI1 M]JEARQU`J[22/C\[<-'YJHC$U]IQ4U/4;OFCZAJBBVE5L&E+,1-%.US)(K&$ M5P*)Q*`Y`#8'&!`<8'5$3[3&ZD9&IT[0=KZ&A8\I>Y19@S66(0@].!2%.0F! M\N.-;1VCEF(BXFY%2Y=7W'A*4HAE!LV"T@LKWSA=PD943HMT"9,H<`,'N\_' M`Z&(FX>U-E@,SVW6Q:+2J8<0K&JT"O'_`"#P4;HC[-#X=,^8:^:Q:X?Q:MY= M+QY1TSS?)'U>?+GUR3EU1Z%/QL/#\4N5/Y?W^QO]%7$[0:X%/#4:LK2EJZ0` MH'/-2LZNC;;J&+.;B[@W?G$AY=U$\(B(` M_P!Z)^/>'#/O+D/AH+[@76N/=65&:N)6DM/N\B)#/7)CD2`?$$R?03+\"@`? M#55`PAX:Z3^GZ.*CRXA14>D$E^[+F^.4RL9*F\X7ZO\`JW\C!]M>\"NK][IJ M!MY*0$1%TS+/U4G31(#JK*D*V5.!3*F'[XA1]4I?CG3CRE`I0*`=`#&OGV[. ML<[T[7?A)Q^QKZ^@K7H<.X1@.$Q<,%24$[Y+5Y=7=WW.&(Q-;$M.K)L6_P!K M_:=I6-MH._5+'`\A0[57;BJ*B0-4142)@P<% M#ER4I_6P(^`^YL=FI./?6SIIFS=$56C8:-;.R%'(HJBR05`IOCP43-]1@TNN MR;4K[M=[K,C"``X92Z0B(9P!D$`_ST;&U^58OG-U8R-=>DMJ;K5.G"J<<GN]JDIJ*Y6`KVK[Q2-K&B:Z2*(#!5J[;D4*/403CH98``?@<%?RYTS MBXARJ6YJ90A@$IH1Z("'O`4#Z6GVJ"CZJ`XG^6:"2D.0CU'O8\#Y_M:(/ M833;+[7+>G\=H#_+31=E7VORC/Q5?_XCC2NK9?:Y;T_CM`?Y::QM,@W=.[#Z M+BWR1DE@HQ9P8A@P(`L154/U'#5*Q>'9G1%>/)*EI6*DVX4HPN:V^5V0(&[\ MS@\,^*W6[SECNRY.42\?I*%'/3&FX7=0],MG442`\1EF1XL!\AL[>-Q(I4D-'EJ:))P$QRKM^\$@%_G"D61^'>9T(.T M:3=QG:M7=:R$4YB5YUI,'.R<'3.HDNN!?EJWCIRDF(]#G;R"0=/CQ6,/U`.J'<''L@;TJ5S862M/+N0/)V]?BFW* M;//Y/T\B(V*V7UX>/9I(&?R<<[ M8B!2A^0-#_LRIU>S/:;WBM+"E'Y&=LWKD$P#U4DC*H.D`_JE7X!]>B,[4W[" MVL?Z7&?MB6@W.EV=43&R.S*T;UZR267C$G[EFH)RF(7D42Y&R;.MLD?M4L M^A;U.6)+2KQVI*3$@1,2%7=J%*40(`]0(4I"E#/4<"/01$-=NVM2S\M?&\-/ MR4LX<1L&Y@R1S8YLD;`K'@HH!`]W(_K#\=9_<*XEV:-W'5#,P"[JXI29 MI6&CJ0.LJ120=N!6=&5%(3`*9$!*0"BE@!YFSGP#PT7L"$L6%9DG6S5O(%1* M5PDU7,LB4X!C!3F(03!\1*'U:S+;!7RES+=R=8%J,TXR=574!(UZ)^13L222 MY6X%'[P$@(!0\@#5,@2U#>2O[D*U#>.I:/+14^:$CH6#>HM"MVI&Z2I'KD%" M&%85A5,8.7LP(4``!$##H.QDU-[.-Q%&[MJSW40$K;]5U4J#U%I%NI!YQ:G6 M(0I#G.5MZX%%,!$H`7.<9#QUL&SBP5SMN]L:MA*_J6&J:JJEJB0J<[MJHJF@ MLLX11+A0QD^11%1(PB($'`&Z`/AK9JVG9*E[?3E2PS0TN_BHAR]:HAU%VJFB M8Y"^K]\(!X>?30R'FZMI*T5%W_B]P$[5%03SN$.M$+N43Q4N+]RBFLR;-2D` M41*58_=B4>113`3Y#EJ6%ST+\[2[YWXVLQ%D)N8HIK4C*HCS#B33=NC-3$YK MG+Q**'+F/I)RB`]`X@.1Y8+MEN+:7!HO;!$6?D#03RI(:F"4XFJF\6!FL!$> MX(H)Q2YE]0`$2\!P(8R/CKW]TD_/4KMUN'45,2[B*EH^`=+LWKS,N)3EI)VQ5R*TII6F*FJ6.GI-Y$J.#NS(M0'_94R*) MD*45!Q[43#Q`!]0P^!YS]/N4:!>TK1[%B10(PT='MW"QD6Z9>[[LA1,4AS%* M4OD4?#66;O)RKH:CJ.:T:[GTG.D%$UQ,B1=40(GD2%ZF$` MZ:TNUC6494#$-IIM.MWI$S]\E.223]\014,.%7"0B10<"&!*/0N`\0U>P?4' M#L_-H]R=HT-5=-UI-TY,-:A=(ODG,8NOWB2B9.'`R:B10$!`1'D!L@(`&.N0 MW>Z<#E*-SM/1Q/GN>`'R!5.. M<9#CR^ZUKMT+`5-5U_J1O_354-F3^AH1TQ81RY3`C(+.%/:)N#@`B1(41.4# M%`3%.8A\&`G`^JUH^=,:#GI)DZ%-RWB'2Z2R8_1.5$QBF+^4`$-!7V=-:7AN M$6(JVX]1U]*H2$"Y6!W*U8P=QSE8%RE`4V"90I'L;'U16BC"8;H'XD>MP2*()J![RY$>FMLN51#RX%,*4\ MQKFHZ25,L18)&`H8]VJ3N47:+:.L;#V(IVT5:+P[IU3 M95D$G<8X543UC;P;N5Y>>MZ MG>.'\O#?)LH^(JQ(1!Z9--8I`(!@4XI8SRQZQNG7H76B#%X;[.SGO%NBO@6Y MU#5?1L;&A#-8X499RZ(OWB1E!,.$D#EXCS#'K9\>FAW_`'EOY/\`C&MI^FO_`/2:G[RWN3_C&MI^FO\`_2:FIH4U?:MV6E]+ M%[@:-NS5-;T(]BJ==JN'*$>Z>'<'*9!1,`(!VQ2B.3AXF#IG30-34T1F1SF- M.P49+24['Q+5O(S!DC2#I-("JNA2)P3%0P=3<2^J&?`.FOU*`A4)MU4B,6V3 ME7S9%FY>%3`%ED$C*&23,;Q$I3*JB`>X3F\]34U3)_*FZ5INCXXT12L$PB&) MW"SL6S)`J*7?+*&45/Q*`!R,9RG`N2F-D-GHY-< MCHC5^W*LF58F0*<`-X&#D.!^(Z]RF*7IVC(-M35*0S2*BF8&!NS:I@FDD!C" M8W$H=`R8PC]8CJ:F@.IJG2MG+53HU,,S;R`??/,&X5#Z0P3/\J=P4"H^D9#V MG```"Y\,=-34T!92Q$86)"!!BC\G`W]$]&$N4^YX\>[Q][QZ8\M4:A-NMB+7 MSGSFMU:.E:;EA1.V]-C8Q)!;NC"`F)R*`#@>(9#X:FIH"T5!0U'57)PLU4M, MQLF_IQT+V)<.FY5%&+@0P*B1A#)#8`.H:[@AGH.IJ:`XU)492=!0X4_1=.Q\ @)&%65<`T8H%12!54XG4/Q*&,F,81$?>(Z[6IJ:`__]D_ ` end