Maryland | 000-54674 | 27-0351641 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
of Incorporation) | Identification No.) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 o | ||||
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. o |
Item 2.01 | Completion of Acquisition or Disposition of Assets |
Company Subsidiary | Second Closing Property | Units | Metro | Joint Venture Subsidiary | ||||
SIR Arbors, LLC | Arbors of Carrollton | 131 | DFW | BREIT Steadfast MF Carrollton TX LP | ||||
SIR Fairmarc, LLC | Hills at Fair Oaks | 288 | San Antonio | BREIT Steadfast MF Fairmarc TX LP | ||||
SIR Keystone, LLC | Keystone Farms | 90 | Nashville | BREIT Steadfast MF Keystone TN LLC | ||||
SIR Renaissance, LLC | Renaissance St. Andrews | 216 | Louisville | BREIT Steadfast MF Renaissance KY LLC | ||||
SIR Renaissance Condos, LLC | Renaissance St. Andrews Condominiums | 30 | Louisville | BREIT Steadfast MF RSA Condos KY LLC | ||||
SIR SM Apartments, LLC | Springmarc Apartments | 240 | Austin | BREIT Steadfast MF Springmarc TX LP | ||||
SIR Valley Farms, LLC | Valley Farms | 160 | Louisville | BREIT Steadfast MF Valley Farms KY LLC | ||||
SIR Valley Farms North, LLC | Valley Farms North | 128 | Louisville | BREIT Steadfast MF Valley Farms North KY LLC | ||||
SIR Valley Farms Clubhouse, LLC | Valley Farms | — | Louisville | BREIT Steadfast MF Valley Farms Clubhouse KY LLC |
Item 9.01 | Financial Statements and Exhibits. |
Steadfast Income REIT, Inc. | ||
Unaudited Pro Forma Balance Sheet as of September 30, 2017 | ||
Unaudited Pro Forma Statement of Operations for the Nine Months Ended September 30, 2017 | ||
Unaudited Pro Forma Statement of Operations for the Year Ended December 31, 2016 | ||
Notes to Unaudited Pro Forma Financial Statements |
Steadfast Income REIT, Inc. Historical (a) | Pro Forma Adjustments (b) | Pro Forma Total | |||||||||
Assets: | |||||||||||
Real Estate: | |||||||||||
Land | $ | 165,755,794 | $ | (42,273,093 | ) | $ | 123,482,701 | ||||
Building and improvements | 1,464,687,861 | (415,840,504 | ) | 1,048,847,357 | |||||||
Other intangible assets | 2,644,263 | — | 2,644,263 | ||||||||
Total real estate held for investment, cost | 1,633,087,918 | (458,113,597 | ) | 1,174,974,321 | |||||||
Less accumulated depreciation and amortization | (273,194,833 | ) | 77,060,746 | (196,134,087 | ) | ||||||
Total real estate held for investment, net | 1,359,893,085 | (381,052,851 | ) | 978,840,234 | |||||||
Real estate held for sale, net | 26,154,376 | — | 26,154,376 | ||||||||
Total real estate, net | 1,386,047,461 | (381,052,851 | ) | 1,004,994,610 | |||||||
Investment in unconsolidated joint venture | — | 13,179,777 | (b.1) | 13,179,777 | |||||||
Cash and cash equivalents | 80,224,237 | 147,612,517 | (b.2) | 227,836,754 | |||||||
Restricted cash | 23,199,703 | (5,446,826 | ) | 17,752,877 | |||||||
Rents and other receivables | 2,798,047 | — | 2,798,047 | ||||||||
Assets related to real estate held for sale | 471,614 | — | 471,614 | ||||||||
Other assets | 2,963,558 | (14,514 | ) | 2,949,044 | |||||||
Total assets | $ | 1,495,704,620 | $ | (225,721,897 | ) | $ | 1,269,982,723 | ||||
Liabilities: | |||||||||||
Accounts payable and accrued liabilities | $ | 44,417,683 | $ | — | $ | 44,417,683 | |||||
Notes payable: | |||||||||||
Mortgage notes payable, net | 927,451,683 | (205,799,427 | ) | 721,652,256 | |||||||
Credit facility, net | 233,063,627 | (120,075,173 | ) | 112,988,454 | |||||||
Mortgage notes payable related to real estate held for sale | 23,193,000 | — | 23,193,000 | ||||||||
Total payable, net | 1,183,708,310 | (325,874,600 | ) | 857,833,710 | |||||||
Distributions payable | 4,458,334 | — | 4,458,334 | ||||||||
Due to affiliates | 2,062,132 | — | 2,062,132 | ||||||||
Liabilities related to real estate held for sale | 882,382 | — | 882,382 | ||||||||
Total liabilities | 1,235,528,841 | (325,874,600 | ) | 909,654,241 | |||||||
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, 75,667,481 shares issued and outstanding as of September 30, 2017 | 756,675 | — | 756,675 | ||||||||
Convertible stock, $0.01 par value per share; 1,000 shares issued and outstanding as of September 30, 2017 | 10 | — | 10 | ||||||||
Additional paid-in capital | 666,091,739 | — | 666,091,739 | ||||||||
Cumulative distributions and net losses | (406,672,645 | ) | 100,152,703 | (306,519,942 | ) | ||||||
Total stockholders’ equity | 260,175,779 | 100,152,703 | 360,328,482 | ||||||||
Total liabilities and stockholders’ equity | $ | 1,495,704,620 | $ | (225,721,897 | ) | $ | 1,269,982,723 |
Steadfast Income REIT, Inc. Historical (a) | Pro Forma Adjustments (b) | Pro Forma Total | |||||||||
Revenues: | |||||||||||
Rental income | $ | 146,047,621 | $ | (40,408,619 | ) | $ | 105,639,002 | ||||
Tenant reimbursements and other | 18,943,156 | (5,608,488 | ) | 13,334,668 | |||||||
Total revenues | 164,990,777 | (46,017,107 | ) | 118,973,670 | |||||||
Expenses: | |||||||||||
Operating, maintenance and management | 44,808,803 | (13,278,515 | ) | 31,530,288 | |||||||
Real estate taxes and insurance | 28,982,886 | (8,616,039 | ) | 20,366,847 | |||||||
Fees to affiliates | 16,972,905 | (4,682,907 | ) | 12,289,998 | |||||||
Depreciation and amortization | 53,852,540 | (14,876,365 | ) | 38,976,175 | |||||||
Interest expense | 33,763,957 | (8,373,273 | ) | (c) | 25,390,684 | ||||||
Loss on debt extinguishment | 401,674 | — | 401,674 | ||||||||
General and administrative expenses | 5,218,885 | (941,997 | ) | 4,276,888 | |||||||
Total expenses | 184,001,650 | (50,769,096 | ) | 133,232,554 | |||||||
Equity in earnings of unconsolidated joint venture | — | 15,339 | (d) | 15,339 | |||||||
Gain on sales of real estate | 5,382,847 | — | 5,382,847 | ||||||||
Net (loss) income | $ | (13,628,026 | ) | $ | 4,767,328 | $ | (8,860,698 | ) | |||
Net loss per common share — basic and diluted | $ | (0.18 | ) | $ | (0.12 | ) | |||||
Weighted average number of common shares outstanding — basic and diluted | 75,884,934 | 75,884,934 |
Steadfast Income REIT, Inc. Historical (a) | Pro Forma Adjustments (b) | Pro Forma Total | |||||||||
Revenues: | |||||||||||
Rental income | $ | 192,088,348 | $ | (51,600,614 | ) | $ | 140,487,734 | ||||
Tenant reimbursements and other | 26,149,184 | (7,271,940 | ) | 18,877,244 | |||||||
Total revenues | 218,237,532 | (58,872,554 | ) | 159,364,978 | |||||||
Expenses: | |||||||||||
Operating, maintenance and management | 57,832,187 | (16,724,223 | ) | 41,107,964 | |||||||
Real estate taxes and insurance | 36,507,827 | (9,409,650 | ) | 27,098,177 | |||||||
Fees to affiliates | 25,440,718 | (7,039,646 | ) | 18,401,072 | |||||||
Depreciation and amortization | 69,513,484 | (18,764,653 | ) | 50,748,831 | |||||||
Interest expense | 40,551,427 | (9,742,229 | ) | (c) | 30,809,198 | ||||||
Loss on debt extinguishment | 4,932,369 | (1,021,830 | ) | 3,910,539 | |||||||
General and administrative expenses | 9,039,171 | (1,237,890 | ) | 7,801,281 | |||||||
Total expenses | 243,817,183 | (63,940,121 | ) | 179,877,062 | |||||||
Equity in losses of unconsolidated joint venture | — | (1,204,873 | ) | (d) | (1,204,873 | ) | |||||
Net (loss) income (e) | $ | (25,579,651 | ) | $ | 3,862,694 | $ | (21,716,957 | ) | |||
Net loss per common share — basic and diluted | $ | (0.34 | ) | $ | (0.29 | ) | |||||
Weighted average number of common shares outstanding — basic and diluted | 76,195,083 | 76,195,083 |
(a) | Historical financial information as of September 30, 2017, derived from the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2017. |
(b) | Represents adjustments to the balance sheet of the Company as of September 30, 2017, to give effect to the sale of the Closing Properties and related notes payable and the recognition of the 10% unconsolidated investment in Joint Venture as if the sale had occurred on September 30, 2017. |
September 30, 2017 | |||
First Closing Properties: | |||
10% of historical carrying value of the First Closing Properties | $ | 28,250,934 | |
10% of debt repayment | (24,905,215 | ) | |
Capitalized transaction costs | 5,511,190 | ||
8,856,909 | |||
Second Closing Properties: | |||
10% of historical carrying value of the Second Closing Properties | 9,854,351 | ||
10% of debt repayment | (7,682,245 | ) | |
Capitalized transaction costs | 2,150,762 | ||
4,322,868 | |||
Pro forma investment in unconsolidated joint venture | $ | 13,179,777 |
September 30, 2017 | |||
First Closing Properties: | |||
Net cash proceeds excluding transaction costs paid outside escrow | $ | 104,437,667 | |
Transaction costs and broker fees paid outside escrow | (3,805,113 | ) | |
Advisor disposition fee | (5,031,450 | ) | |
95,601,104 | |||
Second Closing Properties: | |||
Net cash proceeds excluding transaction costs paid outside escrow | 55,728,894 | ||
Transaction costs and broker fees paid outside escrow | (1,836,931 | ) | |
Advisor disposition fee | (1,880,550 | ) | |
52,011,413 | |||
Pro forma net cash proceeds | $ | 147,612,517 |
(a) | Historical financial information for the nine months ended September 30, 2017, derived from the Company’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2017. |
(b) | Represents adjustments to the statement of operations of the Company for the nine months ended September 30, 2017, to give effect to the sale of the Closing Properties as if the sale had occurred on January 1, 2016. |
(c) | Includes a pro forma adjustment to write off unamortized debt premiums and fair value of interest rate cap agreements of $500,419 associated with the Closing Properties during the applicable Pro Forma Period. |
(d) | Represents 10% equity in earnings of unconsolidated joint venture, which comprises the following: |
For the nine months ended September 30, 2017 | |||
First Closing Properties: | |||
10% of net losses of the properties’ historical operations | $ | (210,914 | ) |
10% of net increase in fees to affiliates | (39,034 | ) | |
10% of net decrease in depreciation and amortization | 346,321 | ||
10% of net increase in interest expense | (38,489 | ) | |
57,884 | |||
Second Closing Properties: | |||
10% of net income of the properties’ historical operations | 17,182 | ||
10% of net decrease in fees to affiliates | 82,078 | ||
10% of net decrease in depreciation and amortization | 46,011 | ||
10% of net decrease in interest expense | 8,247 | ||
153,518 | |||
Amortization of capitalized transaction costs | (196,063 | ) | |
Pro forma equity in earnings of unconsolidated joint venture | $ | 15,339 |
(a) | Historical financial information for the year ended December 31, 2016, derived from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016. |
(b) | Represents adjustments to the statement of operations of the Company for the year ended December 31, 2016, to give effect to the sale of the Closing Properties as if the sale had occurred on January 1, 2016. |
(c) | Includes a pro forma adjustment to write off unamortized debt premiums and fair value of interest rate cap agreements of $610,517 associated with the Closing Properties during the applicable Pro Forma Period. |
(d) | Represents 10% equity in losses of unconsolidated joint venture, which comprises the following: |
For the year ended December 31, 2016 | |||
First Closing Properties: | |||
10% of net losses of the properties’ historical operations | $ | (123,073 | ) |
10% of net decrease in fees to affiliates | 34,969 | ||
10% of net increase in depreciation and amortization | (426,167 | ) | |
10% of net increase in interest expense | (208,962 | ) | |
(723,233 | ) | ||
Second Closing Properties: | |||
10% of net income of the properties’ historical operations | 30,799 | ||
10% of net decrease in fees to affiliates | 16,841 | ||
10% of net increase in depreciation and amortization | (162,319 | ) | |
10% of net decrease in interest expense | 12,769 | ||
(101,910 | ) | ||
Amortization of capitalized transaction costs | (379,730 | ) | |
Pro forma equity in losses of unconsolidated joint venture | $ | (1,204,873 | ) |
For the year ended December 31, 2016 | |||
Write off of deferred financing costs of the sold First Closing Properties | $ | 2,011,766 | |
Write off of deferred financing costs of the sold Second Closing Properties | 474,110 | ||
Pro forma loss on debt extinguishment | $ | 2,485,876 |
For the year ended December 31, 2016 | |||
First Closing Properties: | |||
Contract sales price | $ | 335,430,000 | |
90% of historical carrying value of the First Closing Properties | (254,258,409 | ) | |
Advisor disposition fee | (5,031,450 | ) | |
Transfer taxes | (330,471 | ) | |
75,809,670 | |||
Second Closing Properties: | |||
Contract sales price | 125,370,000 | ||
90% of historical carrying value of the Second Closing Properties | (88,689,157 | ) | |
Advisor disposition fee | (1,880,550 | ) | |
Transfer taxes | (94,095 | ) | |
34,706,198 | |||
Pro forma gain on sale* | $ | 110,515,868 |
STEADFAST INCOME REIT, INC. | |||
Date: | February 6, 2018 | By: | /s/ Kevin J. Keating |
Kevin J. Keating | |||
Chief Financial Officer and Treasurer | |||
(Principal Financial Officer and Accounting Officer) |