0001468010-15-000035.txt : 20151112 0001468010-15-000035.hdr.sgml : 20151112 20151112170112 ACCESSION NUMBER: 0001468010-15-000035 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20151110 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20151112 DATE AS OF CHANGE: 20151112 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: 151225660 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-kreadvisoryagreement.htm 8-K 8-K

 
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):
November 10, 2015
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 1.01
Entry into a Material Definitive Agreement.
On November 10, 2015, Steadfast Income REIT, Inc. (the “Company”) entered into Amendment No. 8 (the “Amendment”) to the Amended and Restated Advisory Agreement (the “Advisory Agreement”) by and among the Company, Steadfast Income REIT Operating Partnership, L.P., the Company’s operating partnership, and Steadfast Income Advisor, LLC, the Company’s affiliated external advisor (the “Advisor”). The Amendment (i) renewed the term of the Advisory Agreement, effective as of November 15, 2015, for an additional one year term ending on November 15, 2016 and (ii) clarified the terms of the disposition fee that would be payable to the Advisor in certain circumstances.
The material terms of the Amendment described herein are qualified in their entirety by the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.




Item 2.02
Results of Operations and Financial Condition.
On November 12, 2015, the Company issued an earnings release announcing its financial results for the three and nine months ended September 30, 2015. 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 or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by the specific reference in such filing.





Item 8.01
    Other Events.
On November 10, 2015, the Company’s Board of Directors approved and authorized a daily distribution to stockholders of record as of the close of business on each day for the period commencing on January 1, 2016 and ending on March 31, 2016. The distributions will be calculated based on 366 days in the calendar year and will be equal to $0.001964 per share of the Company’s common stock, which is equal to an annualized distribution rate of 7.0%, assuming a purchase price of $10.24 per share. The distributions for each record date in January 2016, February 2016 and March 2016 will be paid in February 2016, Mach 2016 and April 2016, respectively. The distributions will be payable to stockholders from legally available funds therefor.




Item 9.01    Financial Statements and Exhibits.
(d) Exhibits.
Exhibit    Description
10.1
Amendment No. 8 to the Amended and Restated Advisory Agreement, dated as of November 10, 2015, by and among Steadfast Income REIT, Inc., Steadfast Income REIT Operating Partnership, L.P. and Steadfast Income Advisor, LLC
99.1
Earnings Release, dated November 12, 2015




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:
November 12, 2015
By:
/s/ Kevin Keating
 
 
 
Kevin Keating
 
 
 
Treasurer





EXHIBIT INDEX

Exhibits    Description
10.1
Amendment No. 8 to the Amended and Restated Advisory Agreement, dated as of November 10, 2015, by and among Steadfast Income REIT, Inc., Steadfast Income REIT Operating Partnership, L.P. and Steadfast Income Advisor, LLC
99.1
Earnings Release, dated November 12, 2015







EX-10.1 2 ex-101amdt8toaradvisoryagmt.htm EXHIBIT 10.1 Exhibit
 
 
EXHIBIT 10.1


AMENDMENT NO. 8
TO THE
AMENDED AND RESTATED ADVISORY AGREEMENT

This Amendment No. 8 to the Amended and Restated Advisory Agreement (this “Amendment”) is made and entered into as of November 10, 2015, by and among Steadfast Income REIT, Inc., a Maryland corporation (the “Company”), Steadfast Income REIT Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and Steadfast Income Advisor, LLC, a Delaware limited liability company (the “Advisor”). The Company, the Operating Partnership and the Advisor are collectively referred to herein as the “Parties.” Capitalized terms used but not defined herein shall have the meaning set forth in the Advisory Agreement (as defined below).

W I T N E S S E T H

WHEREAS, the Parties previously entered into that certain Amended and Restated Advisory Agreement, dated and effective as of May 4, 2010 (as amended to date, the “Advisory Agreement”), which provides for, among other matters, the management of the Company’s and the Operating Partnership’s day-to-day activities by the Advisor;

WHEREAS, pursuant to Section 28 (Modification) of the Advisory Agreement, the Parties desire to amend and clarify the terms of the payment of a Disposition Fee to the Advisor, as set forth herein;

WHEREAS, the current term of the Advisory Agreement expires November 15, 2015;

WHEREAS, the term of the Advisory Agreement may be renewed for an unlimited number of successive one-year terms, and pursuant to Section 17 thereof (Term of the Agreement); and

WHEREAS, the Parties desire to amend the Advisory Agreement in order to renew the Advisory Agreement for a term beginning on November 15, 2015 and ending on November 15, 2016.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I
AMENDMENT

In order to give effect to the Parties’ agreement to amend the Advisory Agreement as set forth above, the Advisory Agreement is hereby amended as follows:

Section 1.1    Amendment to Section 9(c) (Disposition Fee). Section 9(c) of the Advisory Agreement is hereby deleted in its entirety and replaced with the following:








(c)    Disposition Fee. In connection with a Sale of an Investment and in the event of the sale of the entire Company (a “Final Liquidity Event”), in either case when the Advisor or any Affiliate of the Advisor provides a substantial amount of services as determined by a majority of the Independent Directors, the Company shall pay to the Advisor or its Affiliate a Disposition Fee equal to (x) with respect to a Sale of an Investment, 1.5% of the Contract Sales Price of the Investment sold; and (y) with respect to a Final Liquidity Event, (i) 0.5% of the total consideration paid in a Final Liquidity Event if the price per Share paid to Stockholders is less than or equal to $9.00; (ii) 0.75% of the total consideration paid in a Final Liquidity Event if the price per Share paid to Stockholders is between $9.01 and $10.24; (iii) 1.00% of the total consideration paid in a Final Liquidity Event if the price per Share paid to Stockholders is between $10.25 and $11.24; (iv) 1.25% of the total consideration paid in a Final Liquidity Event if the price per Share paid to Stockholders is between $11.25 and $12.00; and (v) 1.50% of the total consideration paid in a Final Liquidity Event if the price per Share paid to Stockholders is greater than or equal to $12.01.

Any Disposition Fee payable under this Section 9(c) may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total real estate commissions (including such Disposition Fee) paid to all Persons by the Company for the Sale of each Real Estate Asset shall not exceed 6.0% of the Contract Sales Price. Substantial assistance in connection with a Sale may include the preparation of an investment package (for example, a package including a new investment analysis, rent rolls, projections, tenant information regarding credit and lease terms, a property title report, an environmental report, a structural report and exhibits), coordination of the procurement and review of appraisals and required third-party reports, or other such substantial services performed in connection with a Sale. The Advisor shall submit an invoice to the Company following the closing or closings of each disposition, accompanied by a computation of the Disposition Fee. Generally, the Disposition Fee shall be paid to the Advisor at the closing of the transaction upon receipt of the invoice by the Company; provided, however, that such Disposition Fee shall be paid to an Affiliate of the Advisor that is registered as a FINRA member broker-dealer if applicable laws or regulations prohibit such payment to be made to a Person that is not a FINRA member broker-dealer. In addition, payment of the Disposition Fee may be deferred, in whole or in part, as to any transaction in the sole discretion of the Advisor. Any such deferred Disposition Fees shall be paid to the Advisor without interest at such subsequent date as the Advisor shall request.

Section 1.2    Amendment to Section 10(p) (Expenses). Section 10(p) of the Advisory Agreement is hereby deleted in its entirety and replaced with the following:

(p)    all other out-of-pocket costs incurred by the Advisor in performing its duties hereunder, including, without limitation, all out-of-pocket costs incurred by the Advisor or an Affiliate of the Advisor in connection with a Sale of an Investment and a Final Liquidity Event.

Section 1.3    Renewal of Advisory Agreement. Pursuant to Section 17 of the Advisory Agreement, the Parties hereby renew the term of the Advisory Agreement for a term beginning on November 15, 2015 and ending on November 15, 2016.

 
- 2 -
 




ARTICLE II
MISCELLANEOUS

Section 2.1    Continued Effect. Except as specifically set forth herein, all other terms and conditions of the Advisory Agreement shall remain unmodified and in full force and effect, the same being confirmed and republished hereby. In the event of any conflict between the terms of the Advisory Agreement and the terms of this Amendment, the terms of this Amendment shall control.

Section 2.2    Counterparts. The Parties may sign any number of copies of this Amendment. Each signed copy shall be an original, but all of them together represent the same agreement. Delivery of an executed counterpart of a signature page of this Amendment or any document or instrument delivered in connection herewith by telecopy or other electronic method shall be effective as delivery of a manually executed counterpart of this Amendment or such other document or instrument, as applicable.

Section 2.3    Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of Delaware.



[Remainder of page intentionally left blank.]

 
- 3 -
 




IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed as of the date first written above.
STEADFAST INCOME REIT, INC.
 
 
By:
/s/ Ella S. Neyland
Name:
Ella S. Neyland
Title:
President



STEADFAST INCOME REIT OPERATING PARTNERSHIP, L.P.

By:
STEADFAST INCOME REIT, INC.,
 
its general partner

    
By:
/s/ Ella S. Neyland
Name:
Ella S. Neyland
Title:
President



STEADFAST INCOME ADVISOR, LLC


By:
/s/ Rodney F. Emery
Name:
Rodney F. Emery
Title:
CEO





 
- 4 -
 

EX-99.1 3 ex-991quarterlypressreleas.htm EXHIBIT 99.1 Exhibit
Exhibit 99.1



 
18100 Von Karman Avenue
Suite 500
Irvine, CA 92612
949.852.0700
NEWS RELEASE
Contact:
Jennifer Franklin
Phone:
949.333.1721
Email:
jfranklin@steadfastcmg.com
STEADFAST INCOME REIT, INC. ANNOUNCES
RESULTS FOR THE QUARTER ENDED SEPTEMBER 30, 2015
Irvine, Calif., November 12, 2015 — Steadfast Income REIT, Inc. (the “Company”) announced today its operating results for the three and nine months ended September 30, 2015.
For the three and nine months ended September 30, 2015, the Company had total revenues of $53.2 million and $156.5 million compared to $50.2 million and $145.1 million for the three and nine months ended September 30, 2014. Net loss was $3.6 million and $10.3 million for the three and nine months ended September 30, 2015 compared to net loss of $3.3 million and $21.1 million for the three and nine months ended September 30, 2014. Total assets of the Company at September 30, 2015 were $1.59 billion compared to $1.61 billion at December 31, 2014.
Highlights:
The Company:
Increased modified funds from operations (“MFFO”), as defined by the Investment Program Association, to $13.6 million and $40.6 million for the three and nine months ended September 30, 2015 from MFFO of $11.5 million and $32.0 million for the three and nine months ended September 30, 2014. (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 funds from operations (“FFO”), as defined by the National Association of Real Estate Investment Trusts, to $12.9 million and $38.5 million for the three and nine months ended September 30, 2015 from FFO of $9.8 million and $22.6 million for the three and nine months ended September 30, 2014. (See the reconciliation of FFO to net loss and accompanying notes contained within this release for additional information on how the Company calculates FFO.)
Increased net operating income (“NOI”) to $28.0 million and $83.0 million for the three and nine months ended September 30, 2015 from $25.3 million and $73.5 million for the three and nine months ended September 30, 2014. (See the reconciliation of NOI to net loss and accompanying notes contained within this release for additional information on how the Company calculates NOI.)

1


Increased cash payments to fund improvements to real estate investments to $8.4 million and $23.4 million for the three and nine months ended September 30, 2015 from $7.3 million and $18.1 million for the three and nine months ended September 30, 2014.
Owned a multifamily property portfolio as of September 30, 2015 of 65 properties with 16,622 apartment homes and an aggregate purchase price of $1.62 billion. As of September 30, 2015, the Company had $481.8 million of fixed rate debt, including debt premiums and discounts totaling $3.8 million, with a weighted average interest rate of 4.32%, and $637.2 million of variable rate debt with a weighted average interest rate of 2.52%. The weighted average interest rate on the Company's total outstanding debt as of September 30, 2015 was 3.29%.
Reported net cash provided by operating activities of $36.7 million for the nine months ended ended September 30, 2015 compared to $32.5 million for the nine months ended ended September 30, 2014. Net cash used in investing activities was $23.4 million for the nine months ended ended September 30, 2015 compared to $106.6 million for the nine months ended ended September 30, 2014.
Reported net cash used in financing activities of $6.8 million for the nine months ended ended September 30, 2015, that included $41.4 million of distributions paid, all of which were paid in cash. Net cash provided by financing activities was $74.8 million for the nine months ended ended September 30, 2014, that included $20.3 million of distributions paid, net of $19.7 million in non-cash distributions pursuant to the Company's distribution reinvestment plan.
" America's love affair with living in apartment communities continues to grow--especially in Steadfast target markets, where businesses are growing and people are moving to find jobs," says Ella Neyland, President of the Company.




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 Company's public filings with the Securities and Exchange Commission. 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.

FINANCIAL TABLES, NOTES AND EXHIBITS FOLLOW


3



STEADFAST INCOME REIT, INC.
CONSOLIDATED BALANCE SHEETS

 
September 30,
2015
 
December 31,
2014
 
(Unaudited)
 
 
ASSETS
Assets:
 
 
 
Real Estate:
 
 
 
Land
$
174,102,422

 
$
174,102,422

Building and improvements
1,482,832,620

 
1,457,633,918

Tenant origination and absorption costs

 
524,712

Other intangible assets
2,644,263

 
2,644,263

Construction-in-progress
708,925

 
2,048,098

Total real estate, cost
1,660,288,230

 
1,636,953,413

Less accumulated depreciation and amortization
(146,650,452
)
 
(98,342,452
)
Total real estate, net
1,513,637,778

 
1,538,610,961

Cash and cash equivalents
36,024,455

 
29,529,312

Restricted cash
26,250,811

 
25,478,939

Rents and other receivables
3,262,403

 
1,992,310

Deferred financing costs and other assets, net
10,894,815

 
13,455,606

Total assets
$
1,590,070,262

 
$
1,609,067,128

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
 
 
 
Accounts payable and accrued liabilities
$
43,208,759

 
$
39,527,928

Notes payable:
 
 
 
Mortgage notes payable, net
1,098,940,967

 
1,070,757,025

Revolving credit facility
20,000,000

 
14,000,000

Total notes payable, net
1,118,940,967

 
1,084,757,025

Distributions payable
4,529,332

 
4,679,455

Due to affiliates, net
1,946,090

 
3,039,490

Total liabilities
1,168,625,148

 
1,132,003,898

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, 76,872,491 and 76,858,483 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively
768,725

 
768,585

Convertible stock, $0.01 par value per share; 1,000 shares authorized, issued and outstanding as of September 30, 2015 and December 31, 2014, respectively
10

 
10

Additional paid-in capital
676,069,449

 
680,138,132

Cumulative distributions and net losses
(255,393,070
)
 
(203,843,497
)
Total stockholders’ equity
421,445,114

 
477,063,230

Total liabilities and stockholders’ equity
$
1,590,070,262

 
$
1,609,067,128


4




STEADFAST INCOME REIT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
Revenues:
 
 
 
 
 
 
 
Rental income
$
47,233,877

 
$
44,846,735

 
$
139,155,382

 
$
130,015,288

Tenant reimbursements and other
5,932,544

 
5,370,882

 
17,306,141

 
15,106,092

Total revenues
53,166,421

 
50,217,617

 
156,461,523

 
145,121,380

Expenses:
 
 
 
 
 
 
 
Operating, maintenance and management
14,681,517

 
13,871,055

 
40,275,265

 
39,714,602

Real estate taxes and insurance
8,524,454

 
9,211,396

 
27,310,197

 
26,412,787

Fees to affiliates
5,660,066

 
5,603,741

 
16,441,909

 
18,233,188

Depreciation and amortization
16,496,386

 
15,975,228

 
48,832,712

 
53,637,688

Interest expense
10,019,513

 
9,095,277

 
29,527,109

 
30,292,922

Loss on debt extinguishment

 
1,047,932

 

 
1,939,817

General and administrative expenses
1,388,213

 
1,366,537

 
4,405,988

 
4,552,527

Acquisition costs

 
255,864

 
7,145

 
1,356,146

Total expenses
56,770,149

 
56,427,030

 
166,800,325

 
176,139,677

Loss from continuing operations
(3,603,728
)
 
(6,209,413
)
 
(10,338,802
)
 
(31,018,297
)
Gain on sale of real estate

 
2,871,840

 

 
9,944,134

Net loss
$
(3,603,728
)
 
$
(3,337,573
)
 
$
(10,338,802
)
 
$
(21,074,163
)
Loss per common share — basic and diluted
$
(0.05
)
 
$
(0.05
)
 
$
(0.14
)
 
$
(0.28
)
Weighted average number of common shares outstanding — basic and diluted
76,370,121

 
75,792,897

 
76,371,860

 
75,151,322

Distributions declared per common share
$
0.181

 
$
0.181

 
$
0.537

 
$
0.537





5



Steadfast Income REIT, Inc.
Non-GAAP Measures - FFO and MFFO Reconciliation
For the Three and Nine Months Ended September 30, 2015 and 2014
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

6



real estate related depreciation and amortization, provides a more complete understanding of its performance to investors and to 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. 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 operational earnings and cash flow 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, net proceeds from the sale of properties, or from

8



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 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 where there is no regular net asset value determination of the Company. 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 Securities and Exchange Commission (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 nine months ended September 30, 2015 and 2014 (amounts unaudited):
 
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
Reconciliation of net loss to MFFO:
 
2015
 
2014
 
2015
 
2014
Net loss
 
$
(3,603,728
)
 
$
(3,337,573
)
 
$
(10,338,802
)
 
$
(21,074,163
)
Depreciation of real estate assets
 
16,458,094

 
15,035,916

 
48,502,050

 
43,476,249

Amortization of lease-related costs
 
38,292

 
939,312

 
330,662

 
10,161,439

Gain on sales of real estate, net
 

 
(2,871,840
)
 

 
(9,944,134
)
FFO
 
12,892,658

 
9,765,815

 
38,493,910

 
22,619,391

Acquisition fees and expenses(1)(2)
 
187,735

 
628,642

 
194,880

 
4,225,826

Unrealized loss on derivative instruments
 
540,376

 
46,544

 
1,908,550

 
3,362,058

Loss on debt extinguishment
 

 
1,047,932

 

 
1,939,817

Accretion of below-market leases
 

 

 

 
(163,237
)
Change in value of restricted common stock to Advisor
 
5,291

 

 
27,431

 

MFFO
 
$
13,626,060

 
$
11,488,933

 
$
40,624,771

 
$
31,983,855

 
 
 
 
 
 
 
 
 
FFO per share — basic and diluted
 
$
0.17

 
$
0.13

 
$
0.50

 
$
0.30

MFFO per share — basic and diluted
 
0.18

 
0.15

 
0.53

 
0.43

Loss per common share — basic and diluted
 
(0.05
)
 
(0.05
)
 
(0.14
)
 
(0.28
)
Weighted average number of common shares outstanding, basic and diluted
 
76,370,121

 
75,792,897

 
76,371,860

 
75,151,322

___________
(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 (loss) and income (loss) 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 operational

10



earnings and cash flow 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, net proceeds from the sale of properties, or from ancillary cash flows.
(2)
Acquisition fees and expenses for the three and nine months ended September 30, 2015 includes acquisition fees of $187,735 and $187,735 and acquisition fees of $372,778 and $2,869,680 for the three and nine months ended September 30, 2014, respectively, that are recorded in fees to affiliates in the accompanying consolidated statements of operations. Acquisition fees and expenses for the three and nine months ended September 30, 2015 also includes acquisition expenses of $0 and $7,145 and acquisition expenses of $255,864 and $1,356,146 for the three and nine months ended September 30, 2014, respectively, that are recorded in acquisition costs in the accompanying consolidated statements of operations.


11



Steadfast Income REIT, Inc.
Non-GAAP Measures - Net Operating Income
For the Three and Nine Months Ended September 30, 2015 and 2014
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.

12



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 nine months ended September 30, 2015 and 2014 (amounts unaudited):
 
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
 
2015
 
2014
 
2015
 
2014
Net loss
 
$
(3,603,728
)
 
$
(3,337,573
)
 
$
(10,338,802
)
 
$
(21,074,163
)
Fees to affiliates(1)
 
3,661,459

 
3,725,847

 
10,558,176

 
12,714,538

Depreciation and amortization
 
16,496,386

 
15,975,228

 
48,832,712

 
53,637,688

Interest expense
 
10,019,513

 
9,095,277

 
29,527,109

 
30,292,922

Loss on debt extinguishment
 

 
1,047,932

 

 
1,939,817

General and administrative expenses
 
1,388,213

 
1,366,537

 
4,405,988

 
4,552,527

Acquisition costs
 

 
255,864

 
7,145

 
1,356,146

Gain on sales of real estate, net
 

 
(2,871,840
)
 

 
(9,944,134
)
Net operating income
 
$
27,961,843

 
$
25,257,272

 
$
82,992,328

 
$
73,475,341


________________
(1)
Fees to affiliates for the three and nine months ended September 30, 2015 excludes property management fees of $1,570,816 and $4,621,570 and other fees of $427,791 and $1,262,163, respectively, that are included in NOI. Fees to affiliates for the three and nine months ended September 30, 2014 excludes property management fees of $1,484,356 and $4,301,762 and other fees of $393,538 and $1,216,888, respectively, that are included in NOI.


13



EXHIBIT A
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Monthly Portfolio Snapshot
|
SEPTEMBER 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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
 
140
 
92.7%
 
97.7%
Clarion Park Apartments
 
Olathe, KS
 
220
 
1
 
219
 
212
 
96.4%
 
98.9%
Cooper Creek Village Apartments
 
Louisville, KY
 
123
 
 
123
 
118
 
95.9%
 
97.4%
Truman Farm Villas
 
Grandview, MO
 
200
 
1
 
199
 
197
 
98.5%
 
99.6%
EBT Lofts
 
Kansas City, MO
 
102
 
 
102
 
94
 
92.2%
 
95.1%
Windsor on the River Apartments
 
Cedar Rapids, IA
 
424
 
1
 
423
 
398
 
93.9%
 
95.9%
Renaissance at St. Andrews
 
Louisville, KY
 
216
 
 
216
 
202
 
93.5%
 
94.8%
Spring Creek Apartments
 
Edmond, OK
 
252
 
2
 
250
 
245
 
97.2%
 
98.8%
Montclair Parc Apartment Homes
 
Oklahoma City, OK
 
360
 
2
 
358
 
334
 
92.8%
 
95.3%
Sonoma Grande Apartments
 
Tulsa, OK
 
336
 
1
 
335
 
322
 
95.8%
 
97.2%
Estancia Apartments
 
Tulsa, OK
 
294
 
1
 
293
 
273
 
92.9%
 
95.6%
Montelena Apartments
 
Round Rock, TX
 
232
 
1
 
231
 
223
 
96.1%
 
96.7%
Valley Farms Apartment Homes
 
Louisville, KY
 
160
 
1
 
159
 
148
 
92.5%
 
94.7%
Hilliard Park Apartments
 
Columbus, OH
 
201
 
2
 
199
 
192
 
95.5%
 
98.1%
Sycamore Terrace Apartments
 
Terre Haute, IN
 
250
 
1
 
249
 
242
 
96.8%
 
98.5%
Hilliard Summit Apartments
 
Columbus, OH
 
208
 
2
 
206
 
197
 
94.7%
 
96.8%
Springmarc Apartments
 
San Marcos, TX
 
240
 
1
 
239
 
230
 
95.8%
 
98.5%
Renaissance at St. Andrews Condominiums
 
Louisville, KY
 
29
 
 
29
 
29
 
100.0%
 
99.1%
Ashley Oaks Apartment Homes
 
San Antonio, TX
 
462
 
2
 
460
 
443
 
95.9%
 
96.9%
Arrowhead Apartment Homes
 
Palatine, IL
 
200
 
1
 
199
 
189
 
94.5%
 
96.0%
The Moorings Apartments
 
Roselle, IL
 
216
 
1
 
215
 
210
 
97.2%
 
98.8%
Forty 57 Apartments
 
Lexington, KY
 
436
 
1
 
435
 
412
 
94.5%
 
95.8%
Keystone Farms Apartments
 
Nashville, TN
 
90
 
 
90
 
88
 
97.8%
 
99.4%
Riverford Crossing Apartments
 
Frankfort, KY
 
300
 
1
 
299
 
287
 
95.7%
 
97.4%
Southpointe at Valley Farms
 
Louisville, KY
 
128
 
1
 
127
 
68
 
53.1%
 
59.8%
Montecito Apartments
 
Austin, TX
 
268
 
2
 
266
 
262
 
97.8%
 
99.8%
Hilliard Grand Apartments
 
Dublin, OH
 
314
 
2
 
312
 
302
 
96.2%
 
98.3%
The Hills at Fair Oaks
 
Fair Oaks Ranch, TX
 
288
 
2
 
286
 
276
 
95.8%
 
97.6%
Library Lofts East
 
Kansas City, MO
 
118
 
 
118
 
113
 
95.8%
 
97.2%
Trails at Buda Ranch
 
Buda, TX
 
264
 
2
 
262
 
258
 
97.7%
 
99.3%
Deep Deuce at Bricktown
 
Oklahoma City, OK
 
294
 
2
 
292
 
278
 
94.6%
 
97.3%
Deer Valley Apartments
 
Lake Bluff, IL
 
224
 
2
 
222
 
211
 
94.2%
 
95.9%
Grayson Ridge Apartment Homes
 
North Richland Hills, TX
 
240
 
1
 
239
 
233
 
97.1%
 
99.2%
Rosemont Olmos Park Apartments
 
San Antonio, TX
 
144
 
1
 
143
 
138
 
95.8%
 
96.7%
Retreat at Quail North
 
Oklahoma City, OK
 
240
 
1
 
239
 
229
 
95.4%
 
97.3%
Lodge at Trails Edge
 
Indianapolis, IN
 
268
 
1
 
267
 
260
 
97.0%
 
99.5%
Arbors of Carrolton
 
Dallas, TX
 
131
 
 
131
 
126
 
96.2%
 
96.9%
Waterford on the Meadow
 
Dallas, TX
 
350
 
 
350
 
341
 
97.4%
 
98.9%




Property
 
Location
 
Total Units
 
Non-Revenue Units
 
Rentable Units
 
Average Occupied Units
 
Average % Occupied
 
% Leased
Multi-Family (continued)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The Belmont
 
Dallas, TX
 
260
 
 
260
 
253
 
97.3%
 
98.4%
Meritage at Steiner Ranch
 
Austin, TX
 
502
 
3
 
499
 
473
 
94.2%
 
98.3%
Tapestry Park Apartments
 
Birmingham, AL
 
354
 
1
 
353
 
337
 
95.2%
 
97.2%
Dawntree Apartments
 
Dallas, TX
 
400
 
 
400
 
394
 
98.5%
 
99.3%
Stuart Hall Lofts
 
Kansas City, MO
 
115
 
 
115
 
112
 
97.4%
 
98.7%
Bricegrove Park Apartments
 
Columbus, OH
 
240
 
 
240
 
231
 
96.3%
 
97.7%
Retreat at Hamburg Place
 
Lexington, KY
 
150
 
1
 
149
 
144
 
96.0%
 
97.5%
Cantare at Indian Lake Village
 
Nashville, TN
 
206
 
1
 
205
 
199
 
96.6%
 
99.0%
The Landing at Mansfield
 
Mansfield, TX
 
336
 
2
 
334
 
327
 
97.3%
 
98.6%
Heights at 2121
 
Houston, TX
 
504
 
4
 
500
 
474
 
94.0%
 
95.7%
Villas at Huffmeister
 
Houston, TX
 
294
 
1
 
293
 
280
 
95.2%
 
97.2%
Villas of Kingwood
 
Kingwood, TX
 
330
 
1
 
329
 
306
 
92.7%
 
95.4%
Waterford Place at Riata Ranch
 
Cypress, TX
 
228
 
1
 
227
 
212
 
93.0%
 
95.3%
Carrington Place
 
Houston, TX
 
324
 
1
 
323
 
306
 
94.4%
 
96.1%
Carrington at Champion Forest
 
Houston, TX
 
284
 
1
 
283
 
272
 
95.8%
 
97.7%
Carrington Park at Huffmeister
 
Cypress, TX
 
232
 
1
 
231
 
216
 
93.1%
 
94.9%
Willow Crossing Apartments
 
Elk Grove Village, IL
 
579
 
2
 
577
 
551
 
95.2%
 
97.3%
Echo at Katy Ranch
 
Katy, TX
 
260
 
1
 
259
 
232
 
89.2%
 
92.1%
Heritage Grand at Sienna Plantation
 
Missouri City, TX
 
240
 
1
 
239
 
225
 
93.8%
 
96.3%
Audubon Park Apartments
 
Nashville, TN
 
256
 
 
256
 
235
 
91.8%
 
94.7%
Mallard Crossing Apartments
 
Loveland, OH
 
350
 
2
 
348
 
326
 
93.1%
 
94.9%
Renaissance at Carol Stream
 
Carol Stream, IL
 
293
 
1
 
292
 
279
 
95.2%
 
97.9%
Reserve at Creekside
 
Chattanooga, TN
 
192
 
2
 
190
 
185
 
96.4%
 
99.0%
Mapleshade Park
 
Dallas, TX
 
148
 
1
 
147
 
140
 
94.6%
 
97.6%
Richland Falls
 
Murfreesboro, TN
 
190
 
1
 
189
 
183
 
96.3%
 
99.9%
Oak Crossing Apartments
 
Fort Wayne, IN
 
222
 
1
 
221
 
211
 
95.0%
 
98.2%
Park Shore Apartments
 
St. Charles, IL
 
160
 
 
160
 
148
 
92.5%
 
71.1%
Total
 
 
 
16,622
 
70
 
16,552
 
15,771
 
94.9%
 
96.3%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Units
 
Total Square Footage
 
Occupied Square Footage
 
% Occupied
 
 
 
 
Commercial
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Library Lofts Commercial
 
Kansas City, MO
 
2

 
16,680
 
16,680
 
100.0%
 
 
 
 
Stuart Hall Commercial
 
Kansas City, MO
 
1

 
4,450
 
4,450
 
100.0%
 
 
 
 
Meritage at Steiner Ranch Commercial
 
Austin, TX
 

 
4,843
 
 
—%
 
 
 
 
Total
 
 
 
3

 
25,973
 
21,130
 
81.4%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Monthly Portfolio Snapshot
|
AUGUST 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property
 
Location
 
Total Units
 
Non-Revenue Units
 
Rentable Units
 
Average Occupied Units
 
Average % Occupied
 
% Leased
Multi-Family
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Park Place Condominiums
 
Des Moines, IA
 
151
 
1
 
150
 
143
 
94.7%
 
98.2%
Clarion Park Apartments
 
Olathe, KS
 
220
 
1
 
219
 
210
 
95.5%
 
98.4%
Cooper Creek Village Apartments
 
Louisville, KY
 
123
 
 
123
 
120
 
97.6%
 
98.8%
Truman Farm Villas
 
Grandview, MO
 
200
 
1
 
199
 
196
 
98.0%
 
100.0%
EBT Lofts
 
Kansas City, MO
 
102
 
 
102
 
96
 
94.1%
 
97.3%
Windsor on the River Apartments
 
Cedar Rapids, IA
 
424
 
1
 
423
 
412
 
97.2%
 
97.9%
Renaissance at St. Andrews
 
Louisville, KY
 
216
 
 
216
 
210
 
97.2%
 
98.0%
Spring Creek Apartments
 
Edmond, OK
 
252
 
2
 
250
 
247
 
98.0%
 
99.4%
Montclair Parc Apartment Homes
 
Oklahoma City, OK
 
360
 
2
 
358
 
345
 
95.8%
 
97.6%
Sonoma Grande Apartments
 
Tulsa, OK
 
336
 
1
 
335
 
318
 
94.6%
 
97.3%
Estancia Apartments
 
Tulsa, OK
 
294
 
1
 
293
 
275
 
93.5%
 
97.5%
Montelena Apartments
 
Round Rock, TX
 
232
 
1
 
231
 
223
 
96.1%
 
97.8%
Valley Farms Apartment Homes
 
Louisville, KY
 
160
 
1
 
159
 
150
 
93.8%
 
96.6%
Hilliard Park Apartments
 
Columbus, OH
 
201
 
2
 
199
 
194
 
96.5%
 
99.0%
Sycamore Terrace Apartments
 
Terre Haute, IN
 
250
 
1
 
249
 
235
 
94.0%
 
99.3%
Hilliard Summit Apartments
 
Columbus, OH
 
208
 
2
 
206
 
197
 
94.7%
 
96.8%
Springmarc Apartments
 
San Marcos, TX
 
240
 
1
 
239
 
226
 
94.2%
 
99.5%
Renaissance at St. Andrews Condominiums
 
Louisville, KY
 
29
 
 
29
 
28
 
96.6%
 
96.6%
Ashley Oaks Apartment Homes
 
San Antonio, TX
 
462
 
2
 
460
 
441
 
95.5%
 
97.1%
Arrowhead Apartment Homes
 
Palatine, IL
 
200
 
1
 
199
 
192
 
96.0%
 
97.8%
The Moorings Apartments
 
Roselle, IL
 
216
 
1
 
215
 
209
 
96.8%
 
99.5%
Forty 57 Apartments
 
Lexington, KY
 
436
 
1
 
435
 
419
 
96.1%
 
97.3%
Keystone Farms Apartments
 
Nashville, TN
 
90
 
 
90
 
89
 
98.9%
 
100.0%
Riverford Crossing Apartments
 
Frankfort, KY
 
300
 
1
 
299
 
289
 
96.3%
 
98.8%
Southpointe at Valley Farms
 
Louisville, KY
 
112
 
1
 
111
 
55
 
49.1%
 
54.7%
Montecito Apartments
 
Austin, TX
 
268
 
2
 
266
 
259
 
96.6%
 
99.4%
Hilliard Grand Apartments
 
Dublin, OH
 
314
 
2
 
312
 
300
 
95.5%
 
98.2%
The Hills at Fair Oaks
 
Fair Oaks Ranch, TX
 
288
 
2
 
286
 
279
 
96.9%
 
99.3%
Library Lofts East
 
Kansas City, MO
 
118
 
 
118
 
117
 
99.2%
 
100.0%
Trails at Buda Ranch
 
Buda, TX
 
264
 
1
 
263
 
260
 
98.5%
 
99.8%
Deep Deuce at Bricktown
 
Oklahoma City, OK
 
294
 
2
 
292
 
281
 
95.6%
 
98.0%
Deer Valley Apartments
 
Lake Bluff, IL
 
224
 
2
 
222
 
219
 
97.8%
 
99.4%
Grayson Ridge Apartment Homes
 
North Richland Hills, TX
 
240
 
1
 
239
 
233
 
97.1%
 
99.1%
Rosemont Olmos Park Apartments
 
San Antonio, TX
 
144
 
1
 
143
 
137
 
95.1%
 
97.4%
Retreat at Quail North
 
Oklahoma City, OK
 
240
 
1
 
239
 
228
 
95.0%
 
99.2%
Lodge at Trails Edge
 
Indianapolis, IN
 
268
 
1
 
267
 
260
 
97.0%
 
99.6%
Arbors of Carrolton
 
Dallas, TX
 
131
 
 
131
 
128
 
97.7%
 
98.9%
Waterford on the Meadow
 
Dallas, TX
 
350
 
 
350
 
340
 
97.1%
 
99.1%
The Belmont
 
Dallas, TX
 
260
 
 
260
 
252
 
96.9%
 
98.9%




Property
 
Location
 
Total Units
 
Non-Revenue Units
 
Rentable Units
 
Average Occupied Units
 
Average % Occupied
 
% Leased
Multi-Family (continued)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Meritage at Steiner Ranch
 
Austin, TX
 
502
 
3
 
499
 
469
 
93.4%
 
98.1%
Tapestry Park Apartments
 
Birmingham, AL
 
354
 
1
 
353
 
340
 
96.0%
 
98.0%
Dawntree Apartments
 
Dallas, TX
 
400
 
 
400
 
393
 
98.3%
 
99.7%
Stuart Hall Lofts
 
Kansas City, MO
 
115
 
 
115
 
114
 
99.1%
 
99.1%
Bricegrove Park Apartments
 
Columbus, OH
 
240
 
 
240
 
235
 
97.9%
 
98.6%
Retreat at Hamburg Place
 
Lexington, KY
 
150
 
1
 
149
 
146
 
97.3%
 
99.2%
Cantare at Indian Lake Village
 
Nashville, TN
 
206
 
1
 
205
 
198
 
96.1%
 
99.4%
The Landing at Mansfield
 
Mansfield, TX
 
336
 
2
 
334
 
328
 
97.6%
 
99.1%
Heights at 2121
 
Houston, TX
 
504
 
4
 
500
 
479
 
95.0%
 
97.6%
Villas at Huffmeister
 
Houston, TX
 
294
 
1
 
293
 
281
 
95.6%
 
98.0%
Villas of Kingwood
 
Kingwood, TX
 
330
 
1
 
329
 
312
 
94.5%
 
95.9%
Waterford Place at Riata Ranch
 
Cypress, TX
 
228
 
1
 
227
 
212
 
93.0%
 
95.6%
Carrington Place
 
Houston, TX
 
324
 
1
 
323
 
306
 
94.4%
 
97.2%
Carrington at Champion Forest
 
Houston, TX
 
284
 
1
 
283
 
267
 
94.0%
 
95.9%
Carrington Park at Huffmeister
 
Cypress, TX
 
232
 
1
 
231
 
221
 
95.3%
 
97.6%
Willow Crossing Apartments
 
Elk Grove Village, IL
 
579
 
2
 
577
 
557
 
96.2%
 
98.6%
Echo at Katy Ranch
 
Katy, TX
 
260
 
1
 
259
 
242
 
93.1%
 
95.2%
Heritage Grand at Sienna Plantation
 
Missouri City, TX
 
240
 
1
 
239
 
226
 
94.2%
 
96.8%
Audubon Park Apartments
 
Nashville, TN
 
256
 
 
256
 
233
 
91.0%
 
96.9%
Mallard Crossing Apartments
 
Loveland, OH
 
350
 
2
 
348
 
328
 
93.7%
 
95.9%
Renaissance at Carol Stream
 
Carol Stream, IL
 
293
 
1
 
292
 
279
 
95.2%
 
97.7%
Reserve at Creekside
 
Chattanooga, TN
 
192
 
2
 
190
 
187
 
97.4%
 
99.7%
Mapleshade Park
 
Dallas, TX
 
148
 
1
 
147
 
142
 
95.9%
 
98.1%
Richland Falls
 
Murfreesboro, TN
 
190
 
1
 
189
 
184
 
96.8%
 
100.0%
Oak Crossing Apartments
 
Fort Wayne, IN
 
222
 
1
 
221
 
212
 
95.5%
 
99.8%
Park Shore Apartments
 
St. Charles, IL
 
160
 
 
160
 
152
 
95.0%
 
73.0%
Total
 
 
 
16,606
 
70
 
16,536
 
15,855
 
95.5%
 
97.2%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Units
 
Total Square Footage
 
Occupied Square Footage
 
% Occupied
 
 
 
 
Commercial
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Library Lofts Commercial
 
Kansas City, MO
 
2
 
16,680
 
16,680
 
100.0%
 
 
 
 
Stuart Hall Commercial
 
Kansas City, MO
 
1
 
4,450
 
4,450
 
100.0%
 
 
 
 
Meritage at Steiner Ranch Commercial
 
Austin, TX
 
1
 
4,843
 
4,843
 
100.0%
 
 
 
 
Total
 
 
 
4
 
25,973
 
25,973
 
100.0%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Monthly Portfolio Snapshot
|
JULY 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property
 
Location
 
Total Units
 
Non-Revenue Units
 
Rentable Units
 
Average Occupied Units
 
Average % Occupied
 
% Leased
Multi-Family
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Park Place Condominiums
 
Des Moines, IA
 
151
 
1
 
150
 
140
 
92.7%
 
98.1%
Clarion Park Apartments
 
Olathe, KS
 
220
 
1
 
219
 
208
 
94.5%
 
98.1%
Cooper Creek Village Apartments
 
Louisville, KY
 
123
 
 
123
 
118
 
95.9%
 
99.0%
Truman Farm Villas
 
Grandview, MO
 
200
 
1
 
199
 
196
 
98.0%
 
99.9%
EBT Lofts
 
Kansas City, MO
 
102
 
 
102
 
95
 
93.1%
 
98.8%
Windsor on the River Apartments
 
Cedar Rapids, IA
 
424
 
1
 
423
 
400
 
94.3%
 
97.3%
Renaissance at St. Andrews
 
Louisville, KY
 
216
 
1
 
215
 
206
 
95.4%
 
97.7%
Spring Creek Apartments
 
Edmond, OK
 
252
 
2
 
250
 
241
 
95.6%
 
98.8%
Montclair Parc Apartment Homes
 
Oklahoma City, OK
 
360
 
2
 
358
 
346
 
96.1%
 
98.8%
Sonoma Grande Apartments
 
Tulsa, OK
 
336
 
1
 
335
 
321
 
95.5%
 
97.7%
Estancia Apartments
 
Tulsa, OK
 
294
 
1
 
293
 
279
 
94.9%
 
98.0%
Montelena Apartments
 
Round Rock, TX
 
232
 
1
 
231
 
225
 
97.0%
 
98.5%
Valley Farms Apartment Homes
 
Louisville, KY
 
160
 
1
 
159
 
147
 
91.9%
 
95.4%
Hilliard Park Apartments
 
Columbus, OH
 
201
 
2
 
199
 
192
 
95.5%
 
99.3%
Sycamore Terrace Apartments
 
Terre Haute, IN
 
250
 
1
 
249
 
239
 
95.6%
 
99.0%
Hilliard Summit Apartments
 
Columbus, OH
 
208
 
2
 
206
 
197
 
94.7%
 
97.5%
Springmarc Apartments
 
San Marcos, TX
 
240
 
1
 
239
 
224
 
93.3%
 
100.0%
Renaissance at St. Andrews Condominiums
 
Louisville, KY
 
29
 
 
29
 
28
 
96.6%
 
100.0%
Ashley Oaks Apartment Homes
 
San Antonio, TX
 
462
 
2
 
460
 
434
 
93.9%
 
97.1%
Arrowhead Apartment Homes
 
Palatine, IL
 
200
 
1
 
199
 
194
 
97.0%
 
98.6%
The Moorings Apartments
 
Roselle, IL
 
216
 
1
 
215
 
212
 
98.1%
 
99.4%
Forty 57 Apartments
 
Lexington, KY
 
436
 
1
 
435
 
421
 
96.6%
 
98.7%
Keystone Farms Apartments
 
Nashville, TN
 
90
 
 
90
 
87
 
96.7%
 
99.8%
Riverford Crossing Apartments
 
Frankfort, KY
 
300
 
1
 
299
 
287
 
95.7%
 
98.3%
Southpointe at Valley Farms
 
Louisville, KY
 
80
 
1
 
79
 
40
 
50.0%
 
64.1%
Montecito Apartments
 
Austin, TX
 
268
 
2
 
266
 
253
 
94.4%
 
99.7%
Hilliard Grand Apartments
 
Dublin, OH
 
314
 
2
 
312
 
302
 
96.2%
 
97.8%
The Hills at Fair Oaks
 
Fair Oaks Ranch, TX
 
288
 
2
 
286
 
276
 
95.8%
 
99.2%
Library Lofts East
 
Kansas City, MO
 
118
 
 
118
 
112
 
94.9%
 
99.5%
Trails at Buda Ranch
 
Buda, TX
 
264
 
1
 
263
 
254
 
96.2%
 
99.2%
Deep Deuce at Bricktown
 
Oklahoma City, OK
 
294
 
2
 
292
 
272
 
92.5%
 
99.7%
Deer Valley Apartments
 
Lake Bluff, IL
 
224
 
2
 
222
 
215
 
96.0%
 
99.2%
Grayson Ridge Apartment Homes
 
North Richland Hills, TX
 
240
 
1
 
239
 
232
 
96.7%
 
99.2%
Rosemont Olmos Park Apartments
 
San Antonio, TX
 
144
 
1
 
143
 
133
 
92.4%
 
96.4%
Retreat at Quail North
 
Oklahoma City, OK
 
240
 
1
 
239
 
227
 
94.6%
 
98.8%
Lodge at Trails Edge
 
Indianapolis, IN
 
268
 
1
 
267
 
260
 
97.0%
 
99.6%
Arbors of Carrolton
 
Dallas, TX
 
131
 
 
131
 
129
 
98.5%
 
99.7%
Waterford on the Meadow
 
Dallas, TX
 
350
 
 
350
 
341
 
97.4%
 
99.5%




Property
 
Location
 
Total Units
 
Non-Revenue Units
 
Rentable Units
 
Average Occupied Units
 
Average % Occupied
 
% Leased
Multi-Family (continued)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The Belmont
 
Dallas, TX
 
260
 
 
260
 
251
 
96.5%
 
97.9%
Meritage at Steiner Ranch
 
Austin, TX
 
502
 
3
 
499
 
473
 
94.2%
 
98.5%
Tapestry Park Apartments
 
Birmingham, AL
 
354
 
1
 
353
 
333
 
94.1%
 
98.0%
Dawntree Apartments
 
Dallas, TX
 
400
 
 
400
 
394
 
98.5%
 
99.5%
Stuart Hall Lofts
 
Kansas City, MO
 
115
 
 
115
 
112
 
97.4%
 
99.8%
Bricegrove Park Apartments
 
Columbus, OH
 
240
 
 
240
 
235
 
97.9%
 
99.2%
Retreat at Hamburg Place
 
Lexington, KY
 
150
 
1
 
149
 
145
 
96.7%
 
99.6%
Cantare at Indian Lake Village
 
Nashville, TN
 
206
 
1
 
205
 
198
 
96.1%
 
98.1%
The Landing at Mansfield
 
Mansfield, TX
 
336
 
2
 
334
 
329
 
97.9%
 
99.8%
Heights at 2121
 
Houston, TX
 
504
 
4
 
500
 
476
 
94.4%
 
97.5%
Villas at Huffmeister
 
Houston, TX
 
294
 
1
 
293
 
279
 
94.9%
 
98.3%
Villas of Kingwood
 
Kingwood, TX
 
330
 
1
 
329
 
315
 
95.5%
 
96.8%
Waterford Place at Riata Ranch
 
Cypress, TX
 
228
 
1
 
227
 
215
 
94.3%
 
96.8%
Carrington Place
 
Houston, TX
 
324
 
1
 
323
 
306
 
94.4%
 
96.8%
Carrington at Champion Forest
 
Houston, TX
 
284
 
1
 
283
 
269
 
94.7%
 
95.8%
Carrington Park at Huffmeister
 
Cypress, TX
 
232
 
1
 
231
 
221
 
95.3%
 
98.2%
Willow Crossing Apartments
 
Elk Grove Village, IL
 
579
 
2
 
577
 
555
 
95.9%
 
99.1%
Echo at Katy Ranch
 
Katy, TX
 
260
 
1
 
259
 
246
 
94.6%
 
97.0%
Heritage Grand at Sienna Plantation
 
Missouri City, TX
 
240
 
1
 
239
 
222
 
92.5%
 
96.3%
Audubon Park Apartments
 
Nashville, TN
 
256
 
 
256
 
232
 
90.6%
 
94.2%
Mallard Crossing Apartments
 
Loveland, OH
 
350
 
2
 
348
 
332
 
94.9%
 
97.5%
Renaissance at Carol Stream
 
Carol Stream, IL
 
293
 
1
 
292
 
279
 
95.2%
 
97.5%
Reserve at Creekside
 
Chattanooga, TN
 
192
 
2
 
190
 
185
 
96.4%
 
99.1%
Mapleshade Park
 
Dallas, TX
 
148
 
1
 
147
 
143
 
96.6%
 
99.7%
Richland Falls
 
Murfreesboro, TN
 
190
 
1
 
189
 
178
 
93.7%
 
99.4%
Oak Crossing Apartments
 
Fort Wayne, IN
 
222
 
1
 
221
 
212
 
95.5%
 
100.0%
Park Shore Apartments
 
St. Charles, IL
 
160
 
 
160
 
149
 
93.1%
 
77.8%
Total
 
 
 
16,574
 
71
 
16,503
 
15,767
 
95.1%
 
97.6%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Units
 
Total Square Footage
 
Occupied Square Footage
 
% Occupied
 
 
 
 
Commercial
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Library Lofts Commercial
 
Kansas City, MO
 
2
 
16,680
 
16,680
 
100.0%
 
 
 
 
Stuart Hall Commercial
 
Kansas City, MO
 
1
 
4,450
 
4,450
 
100.0%
 
 
 
 
Meritage at Steiner Ranch Commercial
 
Austin, TX
 
1
 
4,843
 
4,843
 
100.0%
 
 
 
 
Total
 
 
 
4
 
25,973
 
25,973
 
100.0%
 
 
 
 




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 at the end of the reporting period.
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).



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