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):

May 9, 2017

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:

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02 Results of Operations and Financial Condition.

On May 10, 2017, Steadfast Income REIT, Inc. (the “Company”) issued an earnings release announcing its financial results for the three months ended March 31, 2017. A copy of the earnings release is being furnished as Exhibit 99.1 to this Current Report on 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 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.

Declaration of Cash Distributions    

On May 9, 2017, 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 July 1, 2017 and ending on September 30, 2017. The distributions will be equal to $0.001964 per share of the Company’s common stock. The distributions for each record date in July 2017, August 2017 and September 2017 will be paid in August 2017, September 2017 and October 2017, respectively. The distributions will be payable to stockholders from legally available funds therefor.

Recommendation to Reject Mini-Tender Offer

On May 9, 2017, the Company’s board of directors determined to recommend that the Company’s stockholders reject the unsolicited “mini-tender” offer by MacKenzie Badger Acquisition Co. 4, LLC, MPF Northstar Fund, LP, MPF Northstar Fund 2, LP, MacKenzie Northstar Fund 3, LP and Coastal Realty Business Trust (the “Offerors”) for up to 1,000,000 shares of the Company’s common stock, which is approximately 1.32% of the outstanding shares. The Company wishes to inform its stockholders that it does not endorse the Offerors’ unsolicited mini-tender offer and recommends that stockholders do not tender their shares.  Stockholders who have already tendered their shares may withdraw them at any time prior to 11:59 p.m., Pacific time, on June 15, 2017, in accordance with the Offerors’ offering documents.  

The Company is circulating a letter to stockholders, furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference, that sets forth the reasons for the board of directors’ determination to recommend a rejection of the tender offer.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibits	Description
99.1	Earnings Release, dated May 10, 2017
99.2	Letter to Stockholders of the Company from Rodney F. Emery, Chief Executive Officer and Chairman of the Board of Directors of the Company, dated as of May 11, 2017

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:	May 10, 2017	By:	/s/ Kevin J. Keating
			Kevin J. Keating
			Treasurer

EX-99.1

Exhibit 99.1

18100 Von Karman Avenue Suite 500 Irvine, CA 92612 949.852.0700

NEWS RELEASE

Contact: Angela Barbera

Phone: 949.333.1721

Email: abarbera@steadfastcmg.com

STEADFAST INCOME REIT, INC. ANNOUNCES

RESULTS FOR THE QUARTER ENDED MARCH 31, 2017

Irvine, Calif., May 10, 2017 — Steadfast Income REIT, Inc. (the “Company”) announced today its operating results for the three months ended March 31, 2017.

For the three months ended March 31, 2017, the Company had total revenues of $54.3 million compared to $52.9 million for the three months ended March 31, 2016. Net loss was $5.6 million for the three months ended March 31, 2017 compared to net loss of $3.6 million for the three months ended March 31, 2016. Total assets of the Company at March 31, 2017 were $1.56 billion compared to $1.59 billion at December 31, 2016.

Highlights:

The Company:

• Owned a multifamily property portfolio at March 31, 2017 of 65 properties comprising a total of 16,709 apartment homes with an aggregate purchase price, including development and construction costs, of $1.6 billion, exclusive of closing costs. As of March 31, 2017, the Company had $469.1 million of fixed rate debt with a weighted-average interest rate of 4.06% and $746.4 million of variable rate debt with a weighted-average interest rate of 3.13%. The weighted average interest rate on the Company's total outstanding debt as of March 31, 2017 was 3.49%.

• The Company's board of directors approved an estimated value per share of common stock of $11.65 as of December 31, 2016, an increase from the estimated value per share of common stock of $11.44 as of December 31, 2015. The valuation was performed in accordance with Practice Guideline 2013-01, Valuations of Publicly Registered Non-Listed REITs, issued by the Investment Program Association.

• Generated net operating income (“NOI”) of $28.3 million for the three months ended March 31, 2017 and 2016. (See the reconciliation of NOI to net loss and accompanying notes contained within this release for additional information on how the Company calculates NOI.)

• Generated modified funds from operations (“MFFO”), as defined by the Investment Program Association, of $12.6 million for the three months ended March 31, 2017compared to MFFO of$13.7 million for the three

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months ended March 31, 2016. (See the reconciliation of MFFO to net loss and accompanying notes contained within this release for additional information on how the Company calculates MFFO.)

• Generated funds from operations (“FFO”), as defined by the National Association of Real Estate Investment Trusts, of $12.3 million for the three months ended March 31, 2017compared to FFO of$13.3 million for the three months ended March 31, 2016. (See the reconciliation of FFO to net loss and accompanying notes contained within this release for additional information on how the Company calculates FFO.)

• Funded $4.5 million for additions to real estate investments for the three months ended March 31, 2017 compared to $5.8 million for the three months ended March 31, 2016.

• Reported net cash provided by operating activities of $10.9 million for the three months ended March 31, 2017 compared to $11.9 million for the three months ended March 31, 2016. Net cash used in investing activities was $4.2 million for the three months ended March 31, 2017 compared to $4.9 million for the three months ended March 31, 2016.

• Reported net cash used in financing activities of $17.8 million for the three months ended March 31, 2017, which included $13.4 million of distributions paid, all of which were paid in cash. Net cash used in financing activities was $2.6 million for the three months ended March 31, 2016, which included $13.7 million of distributions paid, all of which were paid in cash.

"The apartment market continues to positively reflect the strong preference for working America to live in rental housing," said Ella Neyland, president of the Company. "Although construction of new apartment communities will hit record numbers in 2017, post Great Recession, this new product is predominately luxury apartments where rents are much higher than Steadfast's average monthly rents. We believe this continues to make Steadfast a value proposition for most of America."

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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

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STEADFAST INCOME REIT, INC.

CONSOLIDATED BALANCE SHEETS

	March 31, 2017			December 31, 2016
	(Unaudited)
ASSETS
Assets:
Real Estate:
Land	$	174,102,422		$	174,102,422
Building and improvements	1,521,600,455			1,517,532,273
Other intangible assets	2,644,263			2,644,263
Total real estate, cost	1,698,347,140			1,694,278,958
Less accumulated depreciation and amortization	(250,695,674		)	(232,744,083		)
Total real estate, net	1,447,651,466			1,461,534,875
Cash and cash equivalents	55,200,301			66,224,027
Restricted cash	16,741,218			27,553,851
Short-term investments	30,000,000			30,084,750
Rents and other receivables	2,903,177			2,750,520
Other assets	3,351,042			4,786,762
Total assets	$	1,555,847,204		$	1,592,934,785
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Accounts payable and accrued liabilities	$	34,434,803		$	47,377,341
Notes payable:
Mortgage notes payable, net	982,767,140			985,080,154
Credit facility, net	232,778,538			232,636,126
Total notes payable, net	1,215,545,678			1,217,716,280
Distributions payable	4,627,865			4,625,355
Due to affiliates	1,887,582			2,787,566
Total liabilities	1,256,495,928			1,272,506,542
Commitments and contingencies
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, 76,018,907 and 76,202,862 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively	760,189			762,029
Convertible stock, $0.01 par value per share; 1,000 shares authorized, issued and outstanding as of March 31, 2017 and December 31, 2016, respectively	10			10
Additional paid-in capital	670,035,064			672,018,194
Cumulative distributions and net losses	(371,443,987		)	(352,351,990		)
Total stockholders’ equity	299,351,276			320,428,243
Total liabilities and stockholders’ equity	$	1,555,847,204		$	1,592,934,785

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STEADFAST INCOME REIT, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended March 31,
	2017			2016
Revenues:
Rental income	$	48,215,774		$	47,170,635
Tenant reimbursements and other	6,064,491			5,736,273
Total revenues	54,280,265			52,906,908
Expenses:
Operating, maintenance and management	14,076,201			13,709,810
Real estate taxes and insurance	9,812,747			8,911,021
Fees to affiliates	5,622,023			5,522,423
Depreciation and amortization	17,953,723			16,947,268
Interest expense	10,848,036			10,046,840
General and administrative expenses	1,612,410			1,387,688
Total expenses	59,925,140			56,525,050
Net loss	$	(5,644,875	)	$	(3,618,142	)
Loss per common share — basic and diluted	$	(0.07	)	$	(0.05	)
Weighted average number of common shares outstanding — basic and diluted	76,066,450			76,350,555
Distributions declared per common share	$	0.177		$	0.178

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Steadfast Income REIT, Inc.

Non-GAAP Measures - FFO and MFFO Reconciliation

For the Three Months EndedMarch 31, 2017 and2016

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 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

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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 are not capitalized, as discussed below, 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 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

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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, except with respect to certain acquisition fees and expenses as discussed below. 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. Currently under GAAP, acquisition fees and expenses are characterized as operating expenses in determining operating net income. However, following the recent publication of ASU 2017-01, Business Combinations (Topic 805): Clarifying the definition of business (“ASU 2017-01”), acquisition fees and expenses are capitalized and depreciated under certain conditions. The Company has elected to early adopt ASU 2017-01 and for any future acquisitions this would result in a substantial part of acquisition fees and expenses being capitalized and therefore not excluded from the calculation of MFFO but would be captured as depreciation in calculating FFO. 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 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 and loss on extinguishment of debt 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

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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 that are not capitalized, 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.

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 months endedMarch 31, 2017 and 2016 (amounts unaudited):

	For the Three Months Ended March 31,
Reconciliation of net loss to MFFO:	2017			2016
Net loss	$	(5,644,875	)	$	(3,618,142	)
Depreciation of real estate assets	17,915,431			16,908,976
Amortization of lease-related costs	38,292			38,292
FFO	12,308,848			13,329,126
Unrealized loss on derivative instruments	319,953			232,712
Change in value of restricted common stock to Advisor	—			113,607
MFFO	$	12,628,801		$	13,675,445

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Steadfast Income REIT, Inc.

Non-GAAP Measures - Net Operating Income

For the Three Months EndedMarch 31, 2017and 2016

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.

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.

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The following is a reconciliation of the Company's NOI to net loss for the three months ended March 31, 2017 and 2016 (amounts unaudited) :

	For the Three Months Ended March 31,
	2017			2016
Net loss	$	(5,644,875	)	$	(3,618,142	)
Fees to affiliates(1)	3,581,155			3,501,124
Depreciation and amortization	17,953,723			16,947,268
Interest expense	10,848,036			10,046,840
General and administrative expenses	1,612,410			1,387,688
Other (gains) and losses(2)	(74,143		)	78,860
Net operating income	$	28,276,306		$	28,343,638

________________

(1) Fees to affiliates for the three months ended March 31, 2017 and 2016 excludes property management fees of $1,606,536 and $1,571,982 and other fees of $434,332 and $449,317, respectively, that are included in NOI.

(2) Other gains and losses for the three months ended March 31, 2017 and 2016 include non-recurring insurance proceeds and certain corporate level expenses that are not included in NOI.

11

EXHIBIT A

Monthly Portfolio Snapshot	|	JANUARY 2017
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	133	88.1%	89.9%
Clarion Park Apartments		Olathe, KS	220	1	219	198	90.0%	94.3%
Cooper Creek Village Apartments		Louisville, KY	123	—	123	114	92.7%	93.5%
Truman Farm Villas		Grandview, MO	200	1	199	195	97.5%	99.6%
EBT Lofts		Kansas City, MO	102	—	102	99	97.1%	98.5%
Windsor on the River Apartments		Cedar Rapids, IA	424	—	424	379	89.4%	91.3%
Renaissance at St. Andrews		Louisville, KY	216	—	216	203	94.0%	94.8%
Spring Creek Apartments		Edmond, OK	252	2	250	233	92.5%	94.4%
Montclair Parc Apartment Homes		Oklahoma City, OK	360	2	358	334	92.8%	95.5%
Sonoma Grande Apartments		Tulsa, OK	336	1	335	317	94.3%	96.1%
Estancia Apartments		Tulsa, OK	294	1	293	272	92.5%	96.3%
Montelena Apartments		Round Rock, TX	232	1	231	217	93.5%	94.7%
Valley Farms Apartment Homes		Louisville, KY	160	1	159	152	95.0%	96.1%
Hilliard Park Apartments		Columbus, OH	201	1	200	192	95.5%	96.8%
Sycamore Terrace Apartments		Terre Haute, IN	250	1	249	228	91.2%	93.4%
Hilliard Summit Apartments		Columbus, OH	208	1	207	188	90.4%	93.5%
Springmarc Apartments		San Marcos, TX	240	1	239	222	92.5%	94.4%
Renaissance at St. Andrews Condominiums		Louisville, KY	30	—	30	29	96.7%	95.8%
Ashley Oaks Apartment Homes		San Antonio, TX	462	3	459	449	97.2%	98.0%
Arrowhead Apartment Homes		Palatine, IL	200	1	199	187	93.5%	94.8%
The Moorings Apartments		Roselle, IL	216	1	215	203	94.0%	95.7%
Forty 57 Apartments		Lexington, KY	436	1	435	406	93.1%	94.0%
Keystone Farms Apartments		Nashville, TN	90	—	90	88	97.8%	98.6%
Riverford Crossing Apartments		Frankfort, KY	300	1	299	282	94.0%	94.7%
Valley Farms North		Louisville, KY	128	1	127	120	93.8%	95.3%
Montecito Apartments		Austin, TX	268	2	266	250	93.3%	94.9%
Hilliard Grand Apartments		Dublin, OH	314	1	313	288	91.7%	93.4%
The Hills at Fair Oaks		Fair Oaks Ranch, TX	288	2	286	275	95.5%	97.0%
Library Lofts East		Kansas City, MO	118	—	118	114	96.6%	97.2%
Trails at Buda Ranch		Buda, TX	264	1	263	252	95.5%	97.2%
Deep Deuce at Bricktown		Oklahoma City, OK	294	2	292	262	89.1%	92.0%
Deer Valley Apartments		Lake Bluff, IL	224	1	223	216	96.4%	97.1%
Grayson Ridge Apartment Homes		North Richland Hills, TX	240	1	239	232	96.7%	97.6%
Rosemont Olmos Park Apartments		San Antonio, TX	144	1	143	140	97.2%	98.3%
Retreat at Quail North		Oklahoma City, OK	240	1	239	227	94.6%	97.8%
Lodge at Trails Edge		Indianapolis, IN	268	1	267	258	96.3%	98.0%
Arbors of Carrolton		Carrolton, TX	131	—	131	126	96.2%	96.9%
Waterford on the Meadow		Plano, TX	350	—	350	333	95.1%	95.4%

Property	Location	Total Units	Non-Revenue Units	Rentable Units	Average Occupied Units	Average % Occupied	% Leased
Multi-Family (continued)
The Belmont	Grand Prairie, TX	260	1	259	242	93.1%	95.0%
Meritage at Steiner Ranch	Austin, TX	502	3	499	460	91.6%	94.1%
Tapestry Park Apartments	Birmingham, AL	354	1	353	333	94.1%	95.8%
Dawntree Apartments	Carrolton, TX	400	—	400	381	95.3%	95.5%
Stuart Hall Lofts	Kansas City, MO	115	—	115	107	93.0%	93.5%
Bricegrove Park Apartments	Canal Winchester, OH	240	—	240	225	93.8%	94.7%
Retreat at Hamburg Place	Lexington, KY	150	1	149	144	96.0%	97.7%
Cantare at Indian Lake Village	Hendersonville, TN	206	1	205	198	96.1%	97.9%
The Landing at Mansfield	Mansfield, TX	336	2	334	322	95.8%	97.8%
Heights at 2121	Houston, TX	504	4	500	463	91.9%	93.2%
Villas at Huffmeister	Houston, TX	294	1	293	276	93.9%	96.1%
Villas at Kingwood	Kingwood, TX	330	1	329	312	94.5%	96.1%
Waterford Place at Riata Ranch	Cypress, TX	228	1	227	211	92.5%	94.7%
Carrington Place	Houston, TX	324	1	323	301	92.9%	93.7%
Carrington at Champion Forest	Houston, TX	284	1	283	270	95.1%	96.3%
Carrington Park at Huffmeister	Cypress, TX	232	1	231	217	93.5%	95.0%
Willow Crossing Apartments	Elk Grove Village, IL	579	2	577	535	92.4%	94.2%
Echo at Katy Ranch	Katy, TX	260	1	259	237	91.2%	92.6%
Heritage Grand at Sienna Plantation	Missouri City, TX	240	1	239	230	95.8%	96.7%
Audubon Park Apartments	Nashville, TN	256	1	255	229	89.5%	91.0%
Mallard Crossing Apartments	Loveland, OH	350	2	348	319	91.1%	93.1%
Renaissance at Carol Stream	Carol Stream, IL	293	1	292	271	92.5%	94.6%
Reserve at Creekside	Chattanooga, TN	192	1	191	180	93.8%	94.9%
Mapleshade Park	Dallas, TX	148	1	147	145	98.0%	99.0%
Richland Falls	Murfreesboro, TN	276	1	275	260	94.2%	96.2%
Oak Crossing Apartments	Fort Wayne, IN	222	1	221	208	93.7%	95.7%
Park Shore Apartments	St. Charles, IL	160	—	160	153	95.6%	96.1%
Total		16,709	66	16,643	15,642	93.6%	95.3%
		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	1	4,843	—	—%
Total		4	25,973	21,130	81.4%

Monthly Portfolio Snapshot	|	FEBRUARY 2017
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	137	90.7%	90.9%
Clarion Park Apartments		Olathe, KS	220	1	219	204	92.7%	96.8%
Cooper Creek Village Apartments		Louisville, KY	123	—	123	114	92.7%	93.7%
Truman Farm Villas		Grandview, MO	200	1	199	195	97.5%	99.9%
EBT Lofts		Kansas City, MO	102	—	102	98	96.1%	99.0%
Windsor on the River Apartments		Cedar Rapids, IA	424	—	424	375	88.4%	91.9%
Renaissance at St. Andrews		Louisville, KY	216	—	216	204	94.4%	95.1%
Spring Creek Apartments		Edmond, OK	252	2	250	227	90.1%	93.0%
Montclair Parc Apartment Homes		Oklahoma City, OK	360	2	358	338	93.9%	95.7%
Sonoma Grande Apartments		Tulsa, OK	336	1	335	315	93.8%	96.2%
Estancia Apartments		Tulsa, OK	294	1	293	276	93.9%	97.4%
Montelena Apartments		Round Rock, TX	232	1	231	221	95.3%	97.0%
Valley Farms Apartment Homes		Louisville, KY	160	1	159	151	94.4%	95.6%
Hilliard Park Apartments		Columbus, OH	201	1	200	193	96.0%	97.8%
Sycamore Terrace Apartments		Terre Haute, IN	250	1	249	228	91.2%	94.4%
Hilliard Summit Apartments		Columbus, OH	208	1	207	191	91.8%	95.3%
Springmarc Apartments		San Marcos, TX	240	1	239	225	93.8%	95.3%
Renaissance at St. Andrews Condominiums		Louisville, KY	30	—	30	28	93.3%	93.3%
Ashley Oaks Apartment Homes		San Antonio, TX	462	2	460	446	96.5%	97.8%
Arrowhead Apartment Homes		Palatine, IL	200	1	199	185	92.5%	93.6%
The Moorings Apartments		Roselle, IL	216	1	215	202	93.5%	94.9%
Forty 57 Apartments		Lexington, KY	436	1	435	412	94.5%	95.6%
Keystone Farms Apartments		Nashville, TN	90	—	90	89	98.9%	99.2%
Riverford Crossing Apartments		Frankfort, KY	300	1	299	286	95.3%	97.0%
Valley Farms North		Louisville, KY	128	1	127	118	92.2%	94.3%
Montecito Apartments		Austin, TX	268	2	266	251	93.7%	95.3%
Hilliard Grand Apartments		Dublin, OH	314	1	313	292	93.0%	94.5%
The Hills at Fair Oaks		Fair Oaks Ranch, TX	288	2	286	274	95.1%	96.4%
Library Lofts East		Kansas City, MO	118	—	118	111	94.1%	95.5%
Trails at Buda Ranch		Buda, TX	264	1	263	252	95.5%	97.6%
Deep Deuce at Bricktown		Oklahoma City, OK	294	2	292	259	88.1%	90.9%
Deer Valley Apartments		Lake Bluff, IL	224	1	223	213	95.1%	96.3%
Grayson Ridge Apartment Homes		North Richland Hills, TX	240	1	239	229	95.4%	96.9%
Rosemont Olmos Park Apartments		San Antonio, TX	144	1	143	138	95.8%	97.2%
Retreat at Quail North		Oklahoma City, OK	240	1	239	229	95.4%	98.1%
Lodge at Trails Edge		Indianapolis, IN	268	1	267	257	95.9%	97.4%
Arbors of Carrolton		Carrolton, TX	131	—	131	126	96.2%	98.5%
Waterford on the Meadow		Plano, TX	350	—	350	333	95.1%	96.8%
The Belmont		Grand Prairie, TX	260	1	259	244	93.8%	96.7%

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	458	91.2%	93.4%
Tapestry Park Apartments	Birmingham, AL	354	1	353	334	94.4%	96.0%
Dawntree Apartments	Carrolton, TX	400	—	400	384	96.0%	96.6%
Stuart Hall Lofts	Kansas City, MO	115	—	115	107	93.0%	94.6%
Bricegrove Park Apartments	Canal Winchester, OH	240	—	240	223	92.9%	94.1%
Retreat at Hamburg Place	Lexington, KY	150	1	149	144	96.0%	97.5%
Cantare at Indian Lake Village	Hendersonville, TN	206	1	205	198	96.1%	97.1%
The Landing at Mansfield	Mansfield, TX	336	2	334	318	94.6%	96.3%
Heights at 2121	Houston, TX	504	4	500	454	90.1%	92.2%
Villas at Huffmeister	Houston, TX	294	1	293	275	93.5%	96.2%
Villas at Kingwood	Kingwood, TX	330	1	329	315	95.5%	97.0%
Waterford Place at Riata Ranch	Cypress, TX	228	1	227	210	92.1%	94.4%
Carrington Place	Houston, TX	324	1	323	296	91.4%	93.1%
Carrington at Champion Forest	Houston, TX	284	1	283	269	94.7%	95.6%
Carrington Park at Huffmeister	Cypress, TX	232	1	231	213	91.8%	93.9%
Willow Crossing Apartments	Elk Grove Village, IL	579	2	577	529	91.4%	95.0%
Echo at Katy Ranch	Katy, TX	260	1	259	229	88.1%	89.7%
Heritage Grand at Sienna Plantation	Missouri City, TX	240	1	239	227	94.6%	96.4%
Audubon Park Apartments	Nashville, TN	256	1	255	229	89.5%	90.9%
Mallard Crossing Apartments	Loveland, OH	350	2	348	325	92.9%	94.8%
Renaissance at Carol Stream	Carol Stream, IL	293	1	292	273	93.2%	95.7%
Reserve at Creekside	Chattanooga, TN	192	1	191	182	94.8%	96.1%
Mapleshade Park	Dallas, TX	148	1	147	141	95.3%	97.5%
Richland Falls	Murfreesboro, TN	276	1	275	258	93.5%	95.1%
Oak Crossing Apartments	Fort Wayne, IN	222	1	221	213	95.9%	97.9%
Park Shore Apartments	St. Charles, IL	160	1	159	150	93.8%	93.7%
Total		16,709	66	16,643	15,620	93.5%	95.4%
		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	—	—%
Total		4	25,973	21,130	81.4%

Monthly Portfolio Snapshot	|	MARCH 2017
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	130	86.1%	88.3%
Clarion Park Apartments		Olathe, KS	220	1	219	201	91.4%	97.3%
Cooper Creek Village Apartments		Louisville, KY	123	—	123	117	95.1%	96.1%
Truman Farm Villas		Grandview, MO	200	1	199	198	99.0%	99.9%
EBT Lofts		Kansas City, MO	102	—	102	98	96.1%	97.6%
Windsor on the River Apartments		Cedar Rapids, IA	424	—	424	380	89.6%	93.5%
Renaissance at St. Andrews		Louisville, KY	216	—	216	204	94.4%	95.6%
Spring Creek Apartments		Edmond, OK	252	2	250	226	89.7%	95.0%
Montclair Parc Apartment Homes		Oklahoma City, OK	360	2	358	335	93.1%	94.4%
Sonoma Grande Apartments		Tulsa, OK	336	1	335	316	94.0%	96.4%
Estancia Apartments		Tulsa, OK	294	1	293	275	93.5%	96.0%
Montelena Apartments		Round Rock, TX	232	1	231	223	96.1%	97.1%
Valley Farms Apartment Homes		Louisville, KY	160	1	159	150	93.8%	95.9%
Hilliard Park Apartments		Columbus, OH	201	1	200	194	96.5%	98.7%
Sycamore Terrace Apartments		Terre Haute, IN	250	1	249	240	96.0%	98.3%
Hilliard Summit Apartments		Columbus, OH	208	1	207	192	92.3%	97.8%
Springmarc Apartments		San Marcos, TX	240	1	239	220	91.7%	93.0%
Renaissance at St. Andrews Condominiums		Louisville, KY	30	—	30	29	96.7%	98.7%
Ashley Oaks Apartment Homes		San Antonio, TX	462	2	460	445	96.3%	97.8%
Arrowhead Apartment Homes		Palatine, IL	200	1	199	183	91.5%	94.3%
The Moorings Apartments		Roselle, IL	216	1	215	205	94.9%	96.8%
Forty 57 Apartments		Lexington, KY	436	1	435	414	95.0%	96.2%
Keystone Farms Apartments		Nashville, TN	90	—	90	89	98.9%	99.8%
Riverford Crossing Apartments		Frankfort, KY	300	1	299	285	95.0%	96.5%
Valley Farms North		Louisville, KY	128	1	127	119	93.0%	94.7%
Montecito Apartments		Austin, TX	268	2	266	251	93.7%	95.4%
Hilliard Grand Apartments		Dublin, OH	314	1	313	290	92.4%	96.0%
The Hills at Fair Oaks		Fair Oaks Ranch, TX	288	2	286	273	94.8%	96.3%
Library Lofts East		Kansas City, MO	118	—	118	109	92.4%	93.4%
Trails at Buda Ranch		Buda, TX	264	1	263	252	95.5%	98.0%
Deep Deuce at Bricktown		Oklahoma City, OK	294	2	292	255	86.7%	90.4%
Deer Valley Apartments		Lake Bluff, IL	224	1	223	207	92.4%	93.7%
Grayson Ridge Apartment Homes		North Richland Hills, TX	240	1	239	231	96.3%	97.3%
Rosemont Olmos Park Apartments		San Antonio, TX	144	1	143	137	95.1%	97.1%
Retreat at Quail North		Oklahoma City, OK	240	1	239	228	95.0%	98.1%
Lodge at Trails Edge		Indianapolis, IN	268	2	266	256	95.5%	97.5%
Arbors of Carrollton		Carrollton, TX	131	—	131	128	97.7%	99.2%
Waterford on the Meadow		Plano, TX	350	—	350	338	96.6%	97.7%

Property	Location	Total Units	Non-Revenue Units	Rentable Units	Average Occupied Units	Average % Occupied	% Leased
Multi-Family (continued)
The Belmont	Grand Prairie, TX	260	1	259	250	96.2%	98.5%
Meritage at Steiner Ranch	Austin, TX	502	3	499	458	91.2%	93.3%
Tapestry Park Apartments	Birmingham, AL	354	1	353	336	94.9%	96.3%
Dawntree Apartments	Carrollton, TX	400	—	400	387	96.8%	97.1%
Stuart Hall Lofts	Kansas City, MO	115	—	115	107	93.0%	96.7%
BriceGrove Park Apartments	Canal Winchester, OH	240	—	240	222	92.5%	94.9%
Retreat at Hamburg Place	Lexington, KY	150	1	149	140	93.3%	94.4%
Cantare at Indian Lake Village	Hendersonville, TN	206	1	205	194	94.2%	96.2%
The Landing at Mansfield	Mansfield, TX	336	2	334	320	95.2%	97.5%
Heights at 2121	Houston, TX	504	4	500	461	91.5%	93.4%
Villas at Huffmeister	Houston, TX	294	1	293	272	92.5%	94.1%
Villas of Kingwood	Kingwood, TX	330	1	329	312	94.5%	96.2%
Waterford Place at Riata Ranch	Cypress, TX	228	1	227	209	91.7%	95.0%
Carrington Place	Houston, TX	324	1	323	301	92.9%	94.7%
Carrington at Champion Forest	Houston, TX	284	1	283	265	93.3%	94.4%
Carrington Park at Huffmeister	Cypress, TX	232	1	231	217	93.5%	96.3%
Willow Crossing Apartments	Elk Grove Village, IL	579	2	577	531	91.7%	95.3%
Echo at Katy Ranch	Katy, TX	260	1	259	223	85.8%	88.8%
Heritage Grand at Sienna Plantation	Missouri City, TX	240	1	239	227	94.6%	96.1%
Audubon Park Apartments	Nashville, TN	256	1	255	234	91.4%	94.5%
Mallard Crossing Apartments	Loveland, OH	350	2	348	327	93.4%	95.4%
Renaissance at Carol Stream	Carol Stream, IL	293	1	292	278	94.9%	96.1%
Reserve at Creekside	Chattanooga, TN	192	1	191	183	95.3%	97.0%
Mapleshade Park	Dallas, TX	148	1	147	141	95.3%	97.2%
Richland Falls	Murfreesboro, TN	276	1	275	260	94.2%	96.9%
Oak Crossing Apartments	Fort Wayne, IN	222	1	221	218	98.2%	99.5%
Park Shore Apartments	St. Charles, IL	160	1	159	147	91.9%	95.2%
Total		16,709	67	16,642	15,643	93.6%	95.8%
		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	—	—%
Total		4	25,973	21,130	81.4%

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).

EX-99.2

Exhibit 99.2

The Board of Directors recommends that you REJECT the Offer and not tender your shares.

May 11, 2017

Dear Stockholder:

I am writing to you on behalf of the board of directors (the “Board”) of Steadfast Income REIT, Inc. (the “Company”) to notify you about an unsolicited tender offer being made for your shares of the Company’s common stock by an unaffiliated third party in what we believe is an opportunistic attempt to purchase your shares at a low share price.

MacKenzie Badger Acquisition Co. 4, LLC, MPF Northstar Fund, LP, MPF Northstar Fund 2, LP, MacKenzie Northstar Fund 3, LP and Coastal Realty Business Trust (collectively, “MacKenzie”) has notified the Company that it intends to make an unsolicited tender offer to all of our stockholders (the “Offer”). You may have already received MacKenzie’s Offer materials. MacKenzie is offering to purchase up to an aggregate of 1,000,000 shares of the Company’s common stock (the “Shares”) at a price of $7.08 per Share in cash.

In evaluating the terms of the Offer, the Board has: (1) consulted with members of the Company’s management, Steadfast Income Advisor, LLC, the Company’s advisor, and such legal and other advisors as deemed appropriate by the Board; (2) reviewed the terms and conditions of the Offer; (3) considered other information relating to the Company’s historical financial performance, portfolio of assets and future opportunities; (4) evaluated various factors it deemed relevant in light of its knowledge of the Company’s business, financial condition, portfolio of assets and future prospects; and (5) taken into account the fact that MacKenzie is making the offer for investment purposes and with the intention of making a profit from the ownership of the Shares.

The following are the material factors considered by the Board in evaluating the Offer:

(i) The Board believes that the Offer represents an opportunistic attempt by MacKenzie to purchase the Shares at a low share price and make a profit and, as a result, deprive any Company stockholders who tender their shares of the Company’s common stock of the potential opportunity to realize the long-term value of their investment in the Company. However, the Board notes that because the Company is a non-exchange traded REIT, there is a limited market for the Company’s common stock, and there can be no certainty regarding the long-term value of the Company’s common stock because the value is dependent on a number of factors including: changes in economic conditions generally and the real estate and debt markets specifically; the Company’s ability to secure resident leases at favorable rental rates; the Company’s ability to execute on its value-enhancement strategy; risks inherent in the real estate business, including tenant defaults, potential liability relating to environmental matters and the lack of liquidity of real estate investments; the Company’s ability to retain its executive officers and other key personnel of its advisor, property manager and affiliates; legislative or regulatory changes (including changes to laws governing the taxation of real estate investment trusts); the Company’s ability to generate sufficient cash flows to pay distributions to its stockholders; and the availability of capital.

(ii) MacKenzie states that the Offer is being made “for investment purposes and with the intention of making a profit from the ownership of the Shares” and admits that in establishing the purchase price of $7.08 per Share, it was “motivated to establish the lowest price which might be acceptable” to the Company’s stockholders. Moreover, MacKenzie acknowledges that it has “not made an independent appraisal of the Shares or the [Company’s] properties” and that MacKenzie is “not qualified to appraise real estate.”

(iii) MacKenzie has engaged an affiliated depositary for the Offer. As a result, there is no independent third party holding funds for MacKenzie for payment of the Offer price that can independently verify that such funds are available for payment, and MacKenzie may have access to the Shares tendered by stockholders before all conditions to the Offer have been satisfied and tendering stockholders have been paid.

(iv) There is no guarantee that the Offer can or will be completed as soon as MacKenzie contemplates in its Offer. The Offer does not initially expire until June 15, 2017, and this date may be extended by MacKenzie, subject to compliance with applicable securities laws, in its sole discretion.

(v) MacKenzie expressly reserves the right to amend the terms of the Offer, including by decreasing the $7.08 per Share offer price or by changing the number of Shares being sought or the type of consideration, at any time before the Offer expires.

Further, after appraisals of all of the Company’s real properties by an independent third-party appraisal firm, and valuations performed by the Company’s advisor with respect to the Company’s other assets and liabilities, the Board determined an estimated value per share of the Company’s common stock of $11.65 as of December 31, 2016 (the “Estimated Value”). The valuation was performed in accordance with Practice Guideline 2013-01, Valuations of Publicly Registered Non-Listed REITs, issued by the Investment Program Association in April 2013. As with any valuation methodology, the methodologies used to determine the Estimated Value were based upon a number of assumptions, estimates and judgments that may not be accurate or complete. For more information on the Estimated Value, see the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2017.

In summary, we believe the Offer represents an attempt by MacKenzie to catch current stockholders of the Company off-guard and acquire the Shares at a low price in order to make a profit and, as a result, deprive the stockholders that tender their shares of the Company’s common stock of the potential long-term value of the Shares. As provided by MacKenzie in the Offer, stockholders who tender their shares of the Company’s common stock will assign their right to receive distributions that are paid after the Offer expires. Stockholders who tender their shares pursuant to the Offer would thus give up their rights to any distributions after June 15, 2017 (or such other date to which the Offer may be extended).

In light of the foregoing factors, the Board recommends that the Company’s stockholders reject the Offer. Each stockholder must independently evaluate whether to tender its shares of the Company’s common stock to MacKenzie pursuant to the Offer.

The Board understands that you must make your own independent decision whether to tender or refrain from tendering your shares of the Company’s common stock. We strongly urge you to carefully consider all aspects of the Offer in light of your own circumstances, including (i) your investment objectives, (ii) your financial circumstances, including your tolerance for risk and need for immediate liquidity that cannot be satisfied by other means, (iii) other financial opportunities available to you, (iv) your own tax position and tax consequences and (v) other factors you determine are relevant to your decision. You should carefully review all of the Offer documents sent to you by MacKenzie, as well as the Company’s publicly available annual, quarterly and other reports, and consult with your own financial, tax and other advisors in evaluating the Offer before deciding whether to tender your shares of the Company’s common stock.

PLEASE CONSULT WITH YOUR TAX ADVISOR ABOUT THE IMPACT OF A SALE ON YOUR OWN PARTICULAR SITUATION.

To accept the Offer, follow the instructions in the Offer materials. To reject the Offer, simply ignore it; you do not need to respond to anything. If you have already agreed to tender your shares pursuant to the Offer, you may withdraw your acceptance of the Offer by notifying MacKenzie at any time prior to the termination of the Offer.

Should you have any questions or need further information about your options, please feel free to contact Steadfast Income REIT, Inc., 18100 Von Karman Avenue, Suite 500, Irvine, California 92612, Attention: Investor Services (telephone number: 888-223-9951).

Sincerely,

/s/ Rodney F. Emery

Name: Rodney F. Emery

Title: Chief Executive Officer and Chairman of the Board

Cautionary Note Regarding Forward-Looking Statements

Certain statements of the Company included in this letter that are not historical facts (including any statements concerning investment objectives, other plans and objectives of management for future operations or economic performance, or assumptions or forecasts related thereto) are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are only predictions. We caution that forward-looking statements are not guarantees. Actual events or our investments and results of operations could differ materially from those expressed or implied in any forward-looking statements. Forward-looking statements are typically identified by the use of terms such as “may,” “should,” “expect,” “could,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “continue,” “predict,” “potential” or the negative of such terms and other comparable terminology. The forward-looking statements included herein are based upon our current expectations, plans, estimates, assumptions and beliefs that involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth in the forward-looking statements. Certain factors that could cause actual results to differ materially from these forward-looking statements are listed from time to time in the Company’s SEC reports, including, but not limited to, the risk factors provided in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. These factors include, but are not limited to:  changes in economic conditions generally and the real estate and debt markets specifically; the Company’s ability to secure resident leases at favorable rental rates; the Company’s ability to execute on its value-enhancement strategy; risks inherent in the real estate business, including tenant defaults, potential liability relating to environmental matters and the lack of liquidity of real estate investments; the Company’s ability to retain its executive officers and other key personnel of its advisor, property manager and affiliates; legislative or regulatory changes (including changes to laws governing the taxation of real estate investment trusts); the Company’s ability to generate sufficient cash flows to pay distributions to its stockholders; and the availability of capital.