EX-99.1 3 ex-991sir9302019pressrelea.htm EXHIBIT 99.1 Exhibit
Exhibit 99.1



sfincomereitlogoa36.jpg
 
18100 Von Karman Avenue
Suite 500
Irvine, CA 92612
949.852.0700
NEWS RELEASE
Contact:
Jennifer Franklin
Phone:
949.333.1721
Email:
jfranklin@Stiracmg.com
STEADFAST INCOME REIT, INC. ANNOUNCES
RESULTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2019
Irvine, Calif., November 8, 2019 —Steadfast Income REIT, Inc. (the “Company”) announced today its operating results for the three and nine months ended September 30, 2019.
For the three and nine months ended September 30, 2019, the Company had total revenues of $27.8 million and $88.2 million compared to $36.2 million and $105.8 million for the three and nine months ended September 30, 2018. Net (loss) income was $(5.6) million and $72.3 million for the three and nine months ended September 30, 2019, compared to net (loss) income of $(6.5) million and $58.9 million for the three and nine months ended September 30, 2018. Total assets of the Company at September 30, 2019, were $851.4 million, compared to $1.02 billion at December 31, 2018.

Pending Merger with Steadfast Apartment REIT, Inc.
On August 5, 2019, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Steadfast Apartment REIT, Inc. (“STAR”), Steadfast Apartment REIT Operating Partnership, L.P., STAR’s operating partnership, the Company’s operating partnership, and SI Subsidiary, LLC, a wholly-owned subsidiary of STAR (“Merger Sub”). Subject to the terms and conditions of the Merger Agreement, the Company will merge with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger, such that following the Merger, the surviving entity will continue as a wholly-owned subsidiary of STAR. For additional information on the proposed Merger, see Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 6, 2019.
Operational Highlights:
The Company:
Sold eight multifamily properties with a total of 1,915 apartment homes during the nine months ended September 30, 2019, and recognized a gain on sale of $86.8 million.
Owned as of September 30, 2019, (1) a multifamily property portfolio of 27 properties comprised of a total of 7,527 apartment homes with an aggregate purchase price of $862.9 million and (2) a 10% ownership interest in a joint venture.

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Had $498.4 million of fixed rate debt with a weighted-average interest rate of 3.75% as of September 30, 2019. As of September 30, 2019, the Company had no outstanding variable rate debt instruments.
Funded $9.4 million for improvements to real estate investments for the nine months ended September 30, 2019, compared to $6.8 million for the nine months ended September 30, 2018.
Experienced a decrease in net operating income (“NOI”) from $18.9 million and $55.2 million for the three and nine months ended September 30, 2018, to NOI of $15.8 million and $49.2 million for the three and nine months ended September 30, 2019. (See the reconciliation of NOI to net (loss) income and accompanying notes contained within this release for additional information on how the Company calculates NOI.)
Experienced a decrease in modified funds from operations (“MFFO”), as defined by the Institute for Portfolio Alternatives (formerly known as the Investment Program Association), from $6.8 million and $19.1 million for the three and nine months ended September 30, 2018, to MFFO of $4.3 million and $16.8 million for the three and nine months ended September 30, 2019. (See the reconciliation of MFFO to net (loss) income and accompanying notes contained within this release for additional information on how the Company calculates MFFO.)
Experienced a decrease in funds from operations (“FFO”), as defined by the National Association of Real Estate Investment Trusts, of $6.8 million and $16.6 million for the three and nine months ended September 30, 2018, to FFO of $3.7 million and $13.2 million for the three and nine months ended September 30, 2019. (See the reconciliation of FFO to net (loss) income and accompanying notes contained within this release for additional information on how the Company calculates FFO.)
Reported net cash provided by operating activities of $8.3 million for the nine months ended September 30, 2019, compared to $20.0 million for the nine months ended September 30, 2018. Net cash provided by investing activities was $203.2 million for the nine months ended September 30, 2019, compared to $98.4 million for the nine months ended September 30, 2018.
Reported net cash used in financing activities of $236.1 million for the nine months ended September 30, 2019, which included $30.9 million of distributions paid, all of which were paid in cash. Net cash used in financing activities was $210.6 million for the nine months ended September 30, 2018, which included $111.8 million of distributions paid, all of which were paid in cash.
Received $222.9 million of proceeds from mortgage notes payable related to the refinancing of a portion of the Company's outstanding debt and made principal payments of $365.1 for mortgage notes payable during the nine months ended September 30, 2019.
“Many people wonder if the new construction they hear about in the multifamily space means we face an oversupply that could impact market fundamentals,” said Ella Neyland, President of Steadfast Income REIT. “However, high supply is not necessarily a bad sign if there is enough demand to meet it. According to a recent Freddie Mac mid-year report, while construction remains elevated, the majority of metro areas are expected to see vacancy rates remain below the long-run average contributing to a favorable multifamily outlook through the rest of this year and into the next.”

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About Steadfast Income REIT, Inc.
     Steadfast Income REIT, Inc. 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, Inc. 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.
ADDITIONAL INFORMATION ABOUT THE MERGER
In connection with the proposed Merger, STAR, has prepared and filed with the SEC a registration statement on Form S-4 containing a proxy statement/prospectus jointly prepared by STAR and the Company and other related documents. The registration statement on Form S-4 has not been declared effective by the SEC. The proxy statement/prospectus will contain important information about the proposed merger and related matters. INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED BY THE COMPANY AND STAR, AS APPLICABLE, WITH THE SEC CAREFULLY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, STAR AND THE PROPOSED MERGER. Investors and stockholders of STAR and the Company may obtain free copies of the registration statement, the proxy statement/prospectus and other relevant documents filed by the Company and STAR, with the SEC (if and when they become available) through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by STAR and the Company with the SEC are also available free of charge on the Company’s website at www.steadfastreits.com.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
PARTICIPANTS IN SOLICITATION RELATING TO THE MERGER
The Company and STAR and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in respect of the proposed merger. Information regarding STAR’s directors and executive officers can be found in STAR’s most recent Annual Report on Form 10-K filed on March 14, 2019. Information regarding the Company’s directors and executive officers can be found in the Company’s most recent Annual Report on Form 10-K filed on March 15, 2019. Additional information regarding the interests of such potential participants will be included in the joint proxy statement/prospectus and other relevant documents filed with the SEC in connection with the proposed Mergers if and when they become available. These documents are available free of charge on the SEC’s website and from the Company or STAR, as applicable, using the sources indicated above.

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Forward-Looking Statements
This release contains statements that constitute “forward-looking statements,” as such term is defined in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor provided by the same. These statements are based on management’s current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements; the Company can give no assurance that its expectations will be attained. Factors that could cause actual results to differ materially from the Company’s expectations include, but are not limited to, the risk that the proposed mergers will not be consummated within the expected time period or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreements; the inability to obtain the Company's stockholder approval or the failure to satisfy the other conditions to completion of the proposed mergers; risks related to disruption of management’s attention from the ongoing business operations due to the proposed mergers; availability of suitable investment opportunities; changes in interest rates; the availability and terms of financing; general economic conditions; market conditions; legislative and regulatory changes that could adversely affect the business of the Company or STAR; and other factors, including those set forth in the Risk Factors section of the Company’s most recent Annual Report on Form 10-K filed with the SEC, and other reports filed by the Company with the SEC, copies of which are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES.
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FINANCIAL TABLES, NOTES AND EXHIBITS FOLLOW


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STEADFAST INCOME REIT, INC.
CONSOLIDATED BALANCE SHEETS

 
September 30,
2019
 
December 31,
2018
 
(Unaudited)
 
 
ASSETS
Assets:
 
 
 
Real Estate:
 
 
 
Land
$
89,822,014

 
$
90,153,980

Building and improvements
804,194,436

 
795,383,423

Total real estate held for investment, cost
894,016,450

 
885,537,403

Less accumulated depreciation and amortization
(190,527,296
)
 
(165,112,070
)
Total real estate held for investment, net
703,489,154

 
720,425,333

Real estate held for sale, net

 
126,464,504

Total real estate, net
703,489,154

 
846,889,837

Cash and cash equivalents
120,202,920

 
142,078,166

Restricted cash
9,362,825

 
11,265,317

Investment in unconsolidated joint venture
13,316,283

 
14,085,399

Rents and other receivables
2,501,546

 
1,791,881

Assets related to real estate held for sale

 
848,960

Other assets
2,496,144

 
2,698,438

Total assets
$
851,368,872

 
$
1,019,657,998

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
 
 
 
Accounts payable and accrued liabilities
$
20,356,476

 
$
23,899,595

Notes payable:
 
 
 
Mortgage notes payable, net
498,426,493

 
566,900,461

Credit facility, net

 
52,363,460

Mortgage notes payable related to real estate held for sale, net

 
74,237,653

Total notes payable, net
498,426,493

 
693,501,574

Distributions payable
3,371,492

 
3,515,310

Due to affiliates
1,645,472

 
4,985,918

Liabilities related to real estate held for sale

 
2,994,267

Total liabilities
523,799,933

 
728,896,664

Commitments and contingencies
 
 
 
Redeemable common stock
1,289,113

 

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, 73,983,866
      and 74,650,139 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively
739,839

 
746,502

Convertible stock, $0.01 par value per share; 1,000 shares authorized, issued and outstanding as of September 30, 2019 and December 31, 2018, respectively
10

 
10

Additional paid-in capital
650,253,927

 
656,204,073

Cumulative distributions and net losses
(324,713,950
)
 
(366,189,251
)
Total stockholders’ equity
326,279,826

 
290,761,334

Total liabilities and stockholders’ equity
$
851,368,872

 
$
1,019,657,998



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

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
Revenues:
 
 
 
 
 
 
 
Rental income
$
26,857,176

 
$
35,421,095

 
$
84,948,693

 
$
102,999,303

Other income
966,375

 
820,623

 
3,218,233

 
2,754,349

Total revenues
27,823,551

 
36,241,718

 
88,166,926

 
105,753,652

Expenses:
 
 
 
 
 
 
 
Operating, maintenance and management
6,871,764

 
10,457,331

 
21,720,715

 
28,936,191

Real estate taxes and insurance
4,031,558

 
5,657,098

 
13,376,128

 
18,329,576

Fees to affiliates
3,934,709

 
4,113,139

 
11,083,920

 
11,854,429

Depreciation and amortization
8,520,813

 
12,579,032

 
25,961,590

 
34,781,722

Interest expense
6,044,495

 
8,496,658

 
20,505,685

 
24,408,327

Loss on debt extinguishment
597,681

 

 
3,432,058

 
2,282,247

General and administrative expenses
3,063,653

 
1,107,644

 
6,181,745

 
4,448,377

Total expenses
33,064,673

 
42,410,902

 
102,261,841

 
125,040,869

Loss before other income (expense)
(5,241,122
)
 
(6,169,184
)
 
(14,094,915
)
 
(19,287,217
)
Other income (expense):
 
 
 
 
 
 
 
Equity in loss from unconsolidated joint venture
(228,667
)
 
(287,540
)
 
(427,816
)
 
(3,102,044
)
(Loss) gain on sales of real estate, net
(88,137
)
 

 
86,800,659

 
81,247,054

Total other income (expense)
(316,804
)
 
(287,540
)
 
86,372,843

 
78,145,010

Net (loss) income
$
(5,557,926
)
 
$
(6,456,724
)
 
$
72,277,928

 
$
58,857,793

(Loss) income per common share — basic and diluted
$
(0.08
)
 
$
(0.09
)
 
$
0.97

 
$
0.78

Weighted average number of common shares outstanding — basic
74,051,096

 
74,928,285

 
74,273,151

 
75,164,006

Weighted average number of common shares outstanding — diluted
74,056,721

 
74,940,350

 
74,278,776

 
75,176,774



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Steadfast Income REIT, Inc.
Non-GAAP Measures - FFO and MFFO Reconciliation
For the Three and Nine Months Ended September 30, 2019 and 2018
Due to certain unique operating characteristics of real estate companies, as discussed below, 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 (loss) as determined under U.S. Generally Accepted Accounting Principals ("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 December 2018 (the "White Paper"). The White Paper defines FFO as net income (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. We adopted ASU 2016-02, Leases, or ASU 2016-02, on January 1, 2019, which requires the Company, as a lessee, to recognize a liability for obligations under a lease contract and a right-of-use asset. The carrying amount of the right-of-use asset is amortized over the term of the lease. Because the Company has no ownership rights (current or residual) in the underlying asset, NAREIT concluded that the amortization of the right-of-use asset should not be added back to GAAP net income (loss) in

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calculating FFO. This amortization expense is included in FFO. 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, like the Company, are unique in that they have a limited life with targeted exit strategies within a relatively limited time frame after acquisition activity ceases.
Due to the above factors and other unique features of publicly registered, non-listed REITs, the Institute for Portfolio Alternatives (the "IPA"), an industry trade group, has standardized a measure known as MFFO, which it 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 the Company's net income (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, and affects 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

8



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 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 that are not capitalized, 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. Historically, under GAAP, acquisition fees and expenses were characterized as operating expenses in determining operating net income. However, following the publication of ASU 2017-01, Business Combinations (Topic 805): Clarifying the definition of business, or ASU 2017-01), which now forms part of ASC 805 Business Combinations, or ASC 805, acquisition fees and expenses are capitalized and depreciated under certain conditions. 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 the 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. 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 the Company's 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

9



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 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.

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The Company's calculation of FFO and MFFO is presented in the following table for the three and nine months ended September 30, 2019 and 2018:
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
Reconciliation of net (loss) income to MFFO:
2019
 
2018
 
2019
 
2018
Net (loss) income
$
(5,557,926
)
 
$
(6,456,724
)
 
$
72,277,928

 
$
58,857,793

Depreciation of real estate assets
8,519,728

 
11,657,288

 
25,945,678

 
33,498,945

Amortization of lease-related costs(1)

 
921,744

 
12,764

 
1,282,777

Loss (gain) on sales of real estate, net
88,137

 

 
(86,800,659
)
 
(81,247,054
)
Adjustments for investment in unconsolidated joint venture(2)
645,394

 
648,524

 
1,754,743

 
4,215,228

FFO
3,695,333

 
6,770,832

 
13,190,454

 
16,607,689

Acquisition expenses(3)(4)

 
13,641

 

 
314,774

Unrealized loss (gain) on derivative instruments
2,066

 
(18,199
)
 
163,363

 
(103,506
)
Loss on debt extinguishment
597,681

 

 
3,432,058

 
2,282,247

MFFO
$
4,295,080

 
$
6,766,274

 
$
16,785,875

 
$
19,101,204

________________
(1)
Amortization of lease-related costs for the three and nine months ended September 30, 2019, excludes amortization of operating lease right-of-use assets of $1,085 and $3,148 that are included in FFO, respectively. There was no amortization of operating lease right-of-use assets during the three and nine months ended September 30, 2018.
(2)
Reflects adjustments to add back the Company's noncontrolling interest share of the adjustments to reconcile the Company's net income attributable to common stockholders to FFO for the Company's equity investment in the unconsolidated joint venture, which principally consists of depreciation and amortization incurred by the joint venture.
(3)
By excluding acquisition expenses, 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. Historically, acquisition fees and expenses under GAAP were 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. Following the publication of ASU 2017-01, which now forms part of ASC 805, acquisition expenses are capitalized and depreciated under certain conditions. 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 earnings and cash flow are not available to fund the reimbursement of acquisition fees and expenses incurred by the Company's advisor, such fees and expenses will need to be reimbursed to the advisor from other sources, including debt, operational earnings or cash flow, net proceeds from the sale of properties, or from ancillary cash flows.
(4)
No acquisition expenses were incurred for each of the three and nine months ended September 30, 2019. Acquisition expenses for the three and nine months ended September 30, 2018 of $13,641 and $314,774, respectively, that related to dead deal costs, did not meet the criteria for capitalization under ASC 805 and were recorded in general and administrative expenses in the accompanying condensed consolidated unaudited statements of operations.

11



Steadfast Income REIT, Inc.
Non-GAAP Measures - Net Operating Income
For the Three and Nine Months Ended September 30, 2019 and 2018
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 (loss) because it is specific to the Company's particular financing capabilities and constraints. 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 (those that did not meet the criteria for capitalization under ASC 805) and non-operating fees to affiliates are eliminated because they do not reflect continuing operating costs of the property owner. 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 income (loss) 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 (those that did not meet the criteria for capitalization under ASC 805), certain fees 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 income (loss) as computed in accordance with GAAP. This measure should be analyzed in conjunction with net income (loss) 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.

12



The following is a reconciliation of the Company's NOI to net (loss) income for the three and nine months ended September 30, 2019 and 2018, computed in accordance with GAAP:
 
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
 
2019
 
2018
 
2019
 
2018
Net (loss) income
 
$
(5,557,926
)
 
$
(6,456,724
)
 
$
72,277,928

 
$
58,857,793

Fees to affiliates(1)
 
2,573,063

 
2,603,225

 
6,876,766

 
7,731,826

Depreciation and amortization
 
8,520,813

 
12,579,032

 
25,961,590

 
34,781,722

Interest expense
 
6,044,495

 
8,496,658

 
20,505,685

 
24,408,327

Loss on debt extinguishment
 
597,681

 

 
3,432,058

 
2,282,247

General and administrative expenses
 
3,063,653

 
1,107,644

 
6,181,745

 
4,448,377

Loss (gain) on sales of real estate, net
 
88,137

 

 
(86,800,659
)
 
(81,247,054
)
Adjustments for investment in unconsolidated joint venture(2)
 
1,010,364

 
1,001,590

 
2,673,741

 
5,236,092

Other gains(3)
 
(567,806
)
 
(390,943
)
 
(1,916,260
)
 
(1,260,850
)
Net operating income
 
$
15,772,474

 
$
18,940,482

 
$
49,192,594

 
$
55,238,480

________________
(1)
Fees to affiliates for the three and nine months ended September 30, 2019, exclude property management fees of $796,493 and $2,522,318 and other reimbursements of $565,153 and $1,684,836, respectively, that are included in NOI. Fees to affiliates for the three and nine months ended September 30, 2018, exclude property management fees of $1,035,326 and $3,038,678 and other reimbursements of $474,588 and $1,083,925, respectively, that are included in NOI.
(2)
Reflects adjustments to add back the Company's noncontrolling interest share of the adjustments to reconcile the Company's net income attributable to common stockholders to NOI for the Company's equity investment in the unconsolidated joint venture, which principally consists of depreciation, amortization and interest expense incurred by the joint venture.
(3)
Other gains for the three and nine months ended September 30, 2019 and 2018 include non-recurring insurance proceeds and interest income that are not included in NOI.




13



EXHIBIT A
logoa26.jpg
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Monthly Portfolio Snapshot
|
JULY 2019
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property
 
Location
 
Total Units
 
Non-Revenue Units
 
Rentable Units
 
Average Occupied Units
 
Average % Occupied
 
% Leased
Multi-Family
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Clarion Park Apartments
 
Olathe, KS
 
220
 
1
 
219
 
213
 
97.0%
 
99.1%
Spring Creek Apartments
 
Edmond, OK
 
252
 
1
 
251
 
241
 
95.7%
 
97.3%
Montclair Parc Apartment Homes
 
Oklahoma City, OK
 
360
 
1
 
359
 
343
 
95.2%
 
97.3%
Hilliard Park Apartments
 
Columbus, OH
 
201
 
1
 
200
 
193
 
96.1%
 
99.4%
Sycamore Terrace Apartments
 
Terre Haute, IN
 
250
 
 
250
 
224
 
89.6%
 
94.0%
Hilliard Summit Apartments
 
Columbus, OH
 
208
 
1
 
207
 
197
 
94.5%
 
97.9%
Forty 57 Apartments
 
Lexington, KY
 
436
 
1
 
435
 
421
 
96.6%
 
98.8%
Riverford Crossing Apartments
 
Frankfort, KY
 
300
 
1
 
299
 
286
 
95.4%
 
97.8%
Montecito Apartments
 
Austin, TX
 
268
 
3
 
265
 
256
 
95.7%
 
97.4%
Hilliard Grand Apartments
 
Dublin, OH
 
314
 
1
 
313
 
306
 
97.4%
 
99.0%
Deep Deuce at Bricktown
 
Oklahoma City, OK
 
294
 
1
 
293
 
283
 
96.3%
 
98.2%
Retreat at Quail North
 
Oklahoma City, OK
 
240
 
1
 
239
 
227
 
94.8%
 
95.8%
Tapestry Park Apartments
 
Birmingham, AL
 
354
 
1
 
353
 
332
 
93.7%
 
96.4%
Bricegrove Park Apartments
 
Canal Winchester, OH
 
240
 
 
240
 
228
 
94.9%
 
98.6%
Retreat at Hamburg Place
 
Lexington, KY
 
150
 
1
 
149
 
143
 
95.0%
 
98.2%
Villas at Huffmeister
 
Houston, TX
 
294
 
1
 
293
 
280
 
95.1%
 
96.7%
Villas at Kingwood
 
Kingwood, TX
 
330
 
1
 
329
 
315
 
95.5%
 
97.2%
Waterford Place at Riata Ranch
 
Cypress, TX
 
228
 
1
 
227
 
220
 
96.6%
 
98.4%
Carrington Place
 
Houston, TX
 
324
 
1
 
323
 
306
 
94.4%
 
96.4%
Carrington at Champion Forest
 
Houston, TX
 
284
 
1
 
283
 
268
 
94.2%
 
97.1%
Carrington Park at Huffmeister
 
Cypress, TX
 
232
 
1
 
231
 
216
 
93.3%
 
97.2%
Heritage Grand at Sienna Plantation
 
Missouri City, TX
 
240
 
1
 
239
 
229
 
95.3%
 
96.7%
Mallard Crossing Apartments
 
Loveland, OH
 
350
 
1
 
349
 
337
 
96.3%
 
97.2%
Reserve at Creekside
 
Chattanooga, TN
 
192
 
1
 
191
 
186
 
96.9%
 
98.0%
Oak Crossing Apartments
 
Fort Wayne, IN
 
222
 
1
 
221
 
216
 
97.1%
 
98.8%
Double Creek Flats
 
Plainfield, IN
 
240
 
1
 
239
 
224
 
93.4%
 
94.9%
Jefferson at Perimeter Apartments
 
Dunwoody, GA
 
504
 
 
504
 
471
 
93.5%
 
97.3%
  Total
 
 
 
7,527
 
26
 
7,501
 
7,161
 
95.1%
 
97.4%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




logoa26.jpg
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Monthly Portfolio Snapshot
|
AUGUST 2019
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property
 
Location
 
Total Units
 
Non-Revenue Units
 
Rentable Units
 
Average Occupied Units
 
Average % Occupied
 
% Leased
Multi-Family
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Clarion Park Apartments
 
Olathe, KS
 
220
 
1
 
219
 
211
 
96.0%
 
98.3%
Spring Creek Apartments
 
Edmond, OK
 
252
 
1
 
251
 
245
 
97.3%
 
98.6%
Montclair Parc Apartment Homes
 
Oklahoma City, OK
 
360
 
1
 
359
 
349
 
97.0%
 
98.3%
Hilliard Park Apartments
 
Columbus, OH
 
201
 
1
 
200
 
194
 
96.5%
 
99.0%
Sycamore Terrace Apartments
 
Terre Haute, IN
 
250
 
 
250
 
228
 
91.4%
 
94.3%
Hilliard Summit Apartments
 
Columbus, OH
 
208
 
1
 
207
 
197
 
94.6%
 
97.7%
Forty 57 Apartments
 
Lexington, KY
 
436
 
1
 
435
 
420
 
96.3%
 
97.7%
Riverford Crossing Apartments
 
Frankfort, KY
 
300
 
1
 
299
 
292
 
97.3%
 
98.6%
Montecito Apartments
 
Austin, TX
 
268
 
2
 
266
 
259
 
96.7%
 
98.1%
Hilliard Grand Apartments
 
Dublin, OH
 
314
 
 
314
 
304
 
96.9%
 
98.8%
Deep Deuce at Bricktown
 
Oklahoma City, OK
 
294
 
1
 
293
 
283
 
96.1%
 
97.5%
Retreat at Quail North
 
Oklahoma City, OK
 
240
 
1
 
239
 
230
 
95.7%
 
97.5%
Tapestry Park Apartments
 
Birmingham, AL
 
354
 
1
 
353
 
334
 
94.4%
 
96.6%
Bricegrove Park Apartments
 
Canal Winchester, OH
 
240
 
 
240
 
227
 
94.5%
 
98.6%
Retreat at Hamburg Place
 
Lexington, KY
 
150
 
1
 
149
 
146
 
97.2%
 
98.1%
Villas at Huffmeister
 
Houston, TX
 
294
 
1
 
293
 
281
 
95.7%
 
97.8%
Villas at Kingwood
 
Kingwood, TX
 
330
 
1
 
329
 
320
 
97.0%
 
98.7%
Waterford Place at Riata Ranch
 
Cypress, TX
 
228
 
1
 
227
 
221
 
97.1%
 
98.1%
Carrington Place
 
Houston, TX
 
324
 
1
 
323
 
309
 
95.2%
 
97.1%
Carrington at Champion Forest
 
Houston, TX
 
284
 
1
 
283
 
269
 
94.8%
 
97.0%
Carrington Park at Huffmeister
 
Cypress, TX
 
232
 
1
 
231
 
224
 
96.4%
 
98.5%
Heritage Grand at Sienna Plantation
 
Missouri City, TX
 
240
 
1
 
239
 
224
 
93.3%
 
95.2%
Mallard Crossing Apartments
 
Loveland, OH
 
350
 
1
 
349
 
338
 
96.7%
 
97.3%
Reserve at Creekside
 
Chattanooga, TN
 
192
 
1
 
191
 
185
 
96.3%
 
97.8%
Oak Crossing Apartments
 
Fort Wayne, IN
 
222
 
1
 
221
 
214
 
96.4%
 
97.5%
Double Creek Flats
 
Plainfield, IN
 
240
 
1
 
239
 
229
 
95.5%
 
96.1%
Jefferson at Perimeter Apartments
 
Dunwoody, GA
 
504
 
 
504
 
473
 
93.8%
 
97.5%
  Total
 
 
 
7,527
 
24
 
7,503
 
7,206
 
95.7%
 
97.6%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 













logoa26.jpg
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Monthly Portfolio Snapshot
|
SEPTEMBER 2019
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property
 
Location
 
Total Units
 
Non-Revenue Units
 
Rentable Units
 
Average Occupied Units
 
Average % Occupied
 
% Leased
Multi-Family
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Clarion Park Apartments
 
Olathe, KS
 
220
 
1
 
219
 
211
 
95.7%
 
98.4%
Spring Creek Apartments
 
Edmond, OK
 
252
 
1
 
251
 
246
 
97.4%
 
98.2%
Montclair Parc Apartment Homes
 
Oklahoma City, OK
 
360
 
1
 
359
 
348
 
96.8%
 
97.8%
Hilliard Park Apartments
 
Columbus, OH
 
201
 
1
 
200
 
193
 
96.2%
 
98.6%
Sycamore Terrace Apartments
 
Terre Haute, IN
 
250
 
1
 
249
 
233
 
93.1%
 
95.1%
Hilliard Summit Apartments
 
Columbus, OH
 
208
 
1
 
207
 
198
 
95.3%
 
97.2%
Forty 57 Apartments
 
Lexington, KY
 
436
 
1
 
435
 
420
 
96.3%
 
97.8%
Riverford Crossing Apartments
 
Frankfort, KY
 
300
 
1
 
299
 
291
 
96.9%
 
98.8%
Montecito Apartments
 
Austin, TX
 
268
 
2
 
266
 
259
 
96.7%
 
97.5%
Hilliard Grand Apartments
 
Dublin, OH
 
314
 
 
314
 
302
 
96.1%
 
97.8%
Deep Deuce at Bricktown
 
Oklahoma City, OK
 
294
 
1
 
293
 
278
 
94.6%
 
96.4%
Retreat at Quail North
 
Oklahoma City, OK
 
240
 
1
 
239
 
226
 
94.4%
 
95.7%
Tapestry Park Apartments
 
Birmingham, AL
 
354
 
1
 
353
 
339
 
95.6%
 
97.5%
Bricegrove Park Apartments
 
Canal Winchester, OH
 
240
 
 
240
 
229
 
95.6%
 
99.0%
Retreat at Hamburg Place
 
Lexington, KY
 
150
 
1
 
149
 
145
 
97.0%
 
98.4%
Villas at Huffmeister
 
Houston, TX
 
294
 
1
 
293
 
281
 
95.4%
 
97.0%
Villas at Kingwood
 
Kingwood, TX
 
330
 
1
 
329
 
320
 
96.9%
 
98.5%
Waterford Place at Riata Ranch
 
Cypress, TX
 
228
 
1
 
227
 
220
 
96.3%
 
97.3%
Carrington Place
 
Houston, TX
 
324
 
1
 
323
 
306
 
94.3%
 
96.8%
Carrington at Champion Forest
 
Houston, TX
 
284
 
1
 
283
 
271
 
95.6%
 
98.3%
Carrington Park at Huffmeister
 
Cypress, TX
 
232
 
1
 
231
 
221
 
95.3%
 
97.1%
Heritage Grand at Sienna Plantation
 
Missouri City, TX
 
240
 
1
 
239
 
224
 
93.4%
 
95.4%
Mallard Crossing Apartments
 
Loveland, OH
 
350
 
1
 
349
 
336
 
96.1%
 
97.0%
Reserve at Creekside
 
Chattanooga, TN
 
192
 
1
 
191
 
187
 
97.2%
 
98.4%
Oak Crossing Apartments
 
Fort Wayne, IN
 
222
 
1
 
221
 
216
 
97.2%
 
98.3%
Double Creek Flats
 
Plainfield, IN
 
240
 
1
 
239
 
231
 
96.3%
 
97.7%
Jefferson at Perimeter Apartments
 
Dunwoody, GA
 
504
 
 
504
 
477
 
94.6%
 
97.0%
  Total
 
 
 
7,527
 
25
 
7,502
 
7,208
 
95.8%
 
97.5%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 





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 daily 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).