Steadfast Apartment REIT (STFR) 10-Q 2017 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

þ	QUARTERLYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2017

OR

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _________ to _________

Commission file number 000-55428

STEADFAST APARTMENT REIT, INC.

(Exact Name of Registrant as Specified in Its Charter)

Maryland	36-4769184
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

18100 Von Karman Avenue, Suite 500
Irvine, California	92612
(Address of Principal Executive Offices)	(Zip Code)

(949) 852-0700

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated filer o	Accelerated filer o
Non-Accelerated filer þ (Do not check if a smaller reporting company)	Smaller reporting company o
Emerging growth company þ

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. þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

As of November 3, 2017, there were 50,714,374 shares of the Registrant’s common stock issued and outstanding.

STEADFAST APARTMENT REIT, INC.

INDEX

	Page
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements	2
Consolidated Balance Sheets as of September 30, 2017 (unaudited) and December 31, 2016	2
Consolidated Statements of Operations for the three and nine months ended September 30, 2017 and 2016 (unaudited)	3
Consolidated Statements of Stockholders’ Equity for the year ended December 31, 2016 and for the nine months ended September 30, 2017 (unaudited)	4
Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016 (unaudited)	5
Condensed Notes to Consolidated Financial Statements as of September 30, 2017 (unaudited)	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3. Quantitative and Qualitative Disclosures About Market Risk	52
Item 4. Controls and Procedures	53
PART II — OTHER INFORMATION
Item 1. Legal Proceedings	54
Item 1A. Risk Factors	54
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	54
Item 3. Defaults Upon Senior Securities	55
Item 4. Mine Safety Disclosures	55
Item 5. Other Information	55
Item 6. Exhibits	55
Signatures	57

1

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

STEADFAST APARTMENT REIT, INC.

CONSOLIDATED BALANCE SHEETS

	September 30, 2017			December 31, 2016
	(Unaudited)
ASSETS
Assets:
Real Estate:
Land	$	164,113,072		$	164,113,072
Building and improvements	1,388,167,952			1,368,602,516
Tenant origination and absorption costs	—			2,769,302
Total real estate, cost	1,552,281,024			1,535,484,890
Less accumulated depreciation and amortization	(130,470,557		)	(82,099,725		)
Total real estate, net	1,421,810,467			1,453,385,165
Cash and cash equivalents	22,435,114			26,768,318
Restricted cash	14,919,729			12,046,948
Rents and other receivables	1,678,502			1,661,187
Other assets	2,614,794			3,239,610
Total assets	$	1,463,458,606		$	1,497,101,228
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Accounts payable and accrued liabilities	$	29,611,253		$	27,841,963
Notes payable, net:
Mortgage notes payable, net	752,324,580			751,793,331
Revolving credit facilities, net	230,270,294			219,967,820
Total notes payable, net	982,594,874			971,761,151
Distributions payable	3,744,290			3,788,605
Due to affiliates	2,202,139			3,711,731
Total liabilities	1,018,152,556			1,007,103,450
Commitments and contingencies (Note 9)
Redeemable common stock	33,378,200			27,949,492
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, 50,611,137 and 49,698,486 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively	506,111			496,985
Convertible stock, $0.01 par value per share; 1,000 shares authorized, issued and outstanding as of September 30, 2017 and December 31, 2016, respectively	10			10
Additional paid-in capital	633,175,220			625,996,383
Cumulative distributions and net losses	(221,753,491		)	(164,445,092		)
Total stockholders’ equity	411,927,850			462,048,286
Total liabilities and stockholders’ equity	$	1,463,458,606		$	1,497,101,228

See accompanying notes to consolidated financial statements.

2

PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

STEADFAST APARTMENT REIT, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Revenues:
Rental income	$	37,172,660		$	33,397,060		$	109,031,348		$	93,287,332
Tenant reimbursements and other	4,417,962			3,960,879			13,084,919			11,261,749
Total revenues	41,590,622			37,357,939			122,116,267			104,549,081
Expenses:
Operating, maintenance and management	10,837,451			9,754,819			30,282,339			25,807,704
Real estate taxes and insurance	6,226,236			5,083,703			17,784,640			15,483,039
Fees to affiliates	5,747,690			7,412,526			17,112,248			19,081,916
Depreciation and amortization	17,036,633			16,633,722			51,161,020			49,915,893
Interest expense	8,945,547			6,547,052			25,245,411			19,283,573
General and administrative expenses	929,163			1,259,368			4,032,619			3,406,931
Acquisition costs	—			555,563			2,185			1,673,136
Total expenses	49,722,720			47,246,753			145,620,462			134,652,192
Net loss	$	(8,132,098	)	$	(9,888,814	)	$	(23,504,195	)	$	(30,103,111	)
Loss per common share — basic and diluted	$	(0.16	)	$	(0.20	)	$	(0.47	)	$	(0.65	)
Weighted average number of common shares outstanding — basic and diluted	50,512,524			49,212,732			50,220,925			46,247,332
Distributions declared per share	$	0.227		$	0.226		$	0.673		$	0.674

See accompanying notes to consolidated financial statements.

3

PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

STEADFAST APARTMENT REIT, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE YEAR ENDED DECEMBER 31, 2016 AND

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017 (Unaudited)

	Common Stock					Convertible Stock			Additional Paid-In Capital			Cumulative Distributions & Net Losses			Total Stockholders’ Equity
	Shares		Amount			Shares	Amount
BALANCE, December 31, 2015	35,504,854		$	355,048		1,000	$	10	$	456,614,453		$	(84,404,930	)	$	372,564,581
Issuance of common stock	14,350,215		143,503			—	—		212,571,743			—			212,715,246
Commissions on sales of common stock and related dealer manager fees to affiliates	—		—			—	—		(17,659,380		)	—			(17,659,380		)
Transfers to redeemable common stock	—		—			—	—		(19,309,449		)	—			(19,309,449		)
Redemption of common stock	(156,583	)	(1,566		)	—	—		(2,155,133		)	—			(2,156,699		)
Other offering costs to affiliates	—		—			—	—		(4,165,911		)	—			(4,165,911		)
Distributions declared	—		—			—	—		—			(42,357,688		)	(42,357,688		)
Amortization of stock-based compensation	—		—			—	—		100,060			—			100,060
Net loss	—		—			—	—		—			(37,682,474		)	(37,682,474		)
BALANCE, December 31, 2016	49,698,486		496,985			1,000	10		625,996,383			(164,445,092		)	462,048,286
Issuance of common stock	1,193,790		11,938			—	—		17,534,065			—			17,546,003
Transfers to redeemable common stock	—		—			—	—		(6,472,018		)	—			(6,472,018		)
Redemption of common stock	(281,139	)	(2,812		)	—	—		(3,949,229		)	—			(3,952,041		)
Distributions declared	—		—			—	—		—			(33,804,204		)	(33,804,204		)
Amortization of stock-based compensation	—		—			—	—		66,019			—			66,019
Net loss	—		—			—	—		—			(23,504,195		)	(23,504,195		)
BALANCE, September 30, 2017	50,611,137		$	506,111		1,000	$	10	$	633,175,220		$	(221,753,491	)	$	411,927,850

See accompanying notes to consolidated financial statements.

4

PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

STEADFAST APARTMENT REIT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended September 30,
	2017			2016
Cash Flows from Operating Activities:
Net loss	$	(23,504,195	)	$	(30,103,111	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	51,161,020			49,915,893
Loss on disposal of buildings and improvements	108,715			6,663
Amortization of deferred financing costs	766,801			676,447
Amortization of stock-based compensation	66,019			76,797
Change in fair value of interest rate cap agreements	438,261			691,969
Amortization of loan discount	266,238			—
Insurance claim recoveries	(341,250		)	(651,325		)
Changes in operating assets and liabilities:
Restricted cash for operating activities	(2,647,596		)	(532,060		)
Rents and other receivables	(17,315		)	(176,557		)
Other assets	186,555			(780,110		)
Accounts payable and accrued liabilities	2,224,747			7,653,323
Due to affiliates	(1,173,002		)	(3,420		)
Net cash provided by operating activities	27,534,998			26,774,509
Cash Flows from Investing Activities:
Acquisition of real estate investments	—			(210,030,200		)
Additions to real estate investments	(21,353,583		)	(35,439,298		)
Escrow deposits for pending real estate acquisitions	—			(7,092,300		)
Restricted cash for investing activities	(225,185		)	605,276
Purchase of interest rate cap agreements	—			(116,100		)
Proceeds from insurance claims	341,250			651,325
Net cash used in investing activities	(21,237,518		)	(251,421,297		)
Cash Flows from Financing Activities:
Proceeds from issuance of mortgage notes payable	—			41,850,000
Principal payments on mortgage notes payable	(199,316		)	(190,865		)
Borrowings from revolving credit facilities	10,000,000			15,000,000
Proceeds from issuance of common stock	—			193,953,604
Payments of commissions on sale of common stock and related dealer manager fees	(176,811		)	(16,804,019		)
Reimbursement of other offering costs to affiliates	—			(5,485,093		)
Payment of deferred financing costs	—			(1,005,250		)
Distributions to common stockholders	(16,302,516		)	(14,034,458		)
Repurchase of common stock	(3,952,041		)	(1,480,781		)
Net cash (used in) provided by financing activities	(10,630,684		)	211,803,138
Net decrease in cash and cash equivalents	(4,333,204		)	(12,843,650		)
Cash and cash equivalents, beginning of period	26,768,318			31,386,377
Cash and cash equivalents, end of period	$	22,435,114		$	18,542,727

5

PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

STEADFAST APARTMENT REIT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(Unaudited)

	Nine Months Ended September 30,
	2017			2016
Supplemental Disclosures of Cash Flow Information:
Interest paid	$	23,401,164		$	18,834,579
Supplemental Disclosures of Noncash Transactions:
(Decrease) increase in distributions payable	$	(44,315	)	$	1,076,379
Application of escrow deposits to acquire real estate	$	—		$	7,092,300
Assumption of mortgage notes payable to acquire real estate	$	—		$	47,100,000
Discount on assumed mortgage notes payable	$	—		$	(2,721,540	)
Decrease in amounts payable to affiliates for other offering costs	$	—		$	(1,319,182	)
Distributions paid to common stockholders through common stock issuances pursuant to the distribution reinvestment plan	$	17,546,003		$	16,030,122
Increase in redeemable common stock	$	6,472,018		$	14,134,773
Increase in redemptions payable	$	1,043,310		$	384,037
(Decrease) increase in accounts payable and accrued liabilities from additions to real estate investments	$	(1,498,767	)	$	642,337
Decrease in due to affiliates from additions to real estate investments	$	(159,779	)	$	(237,722	)
(Decrease) increase in due to affiliates for commissions on sale of common stock and related dealer manager fees	$	(176,811	)	$	855,361

See accompanying notes to consolidated financial statements.

6

PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

STEADFAST APARTMENT REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2017

(unaudited)

1.Organization and Business

Steadfast Apartment REIT, Inc. (the “Company”) was formed on August 22, 2013, as a Maryland corporation that elected to qualify as a real estate investment trust (“REIT”) commencing with the taxable year ended December 31, 2014. On September 3, 2013, the Company was initially capitalized with the sale of 13,500 shares of common stock to Steadfast REIT Investments, LLC (the “Sponsor”) at a purchase price of $15.00 per share for an aggregate purchase price of $202,500. Steadfast Apartment Advisor, LLC (the “Advisor”), a Delaware limited liability company formed on August 22, 2013, invested $1,000 in the Company in exchange for 1,000 shares of non-participating, non-voting convertible stock (the “Convertible Stock”) as described in Note 6.

Substantially all of the Company’s business is conducted through Steadfast Apartment REIT Operating Partnership, L.P. (the “Operating Partnership”), a Delaware limited partnership formed on August 27, 2013. The Company is the sole general partner of the Operating Partnership. The Company and Steadfast Apartment REIT Limited Partner, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company, entered into a Limited Partnership Agreement (the “Partnership Agreement”) on September 3, 2013.

The Company invests in and manages a diverse portfolio of multifamily properties located in targeted markets throughout the United States. In addition to the Company’s focus on multifamily properties, the Company may also make selective strategic acquisitions of other types of commercial properties. The Company may also acquire or originate mortgage, mezzanine, bridge and other real estate loans and equity securities of other real estate companies. As of September 30, 2017, the Company owned 34 multifamily properties comprising a total of 11,601 apartment homes. For more information on the Company’s real estate portfolio, see Note 3.

Public Offering

On December 30, 2013, the Company commenced its initial public offering to offer a maximum of 66,666,667 shares of common stock for sale to the public at an initial price of $15.00 per share (with discounts available for certain categories of purchasers) (the “Primary Offering”). The Company also registered up to 7,017,544 shares of common stock for sale pursuant to the Company’s distribution reinvestment plan (the “DRP,” and together with the Primary Offering, the “Public Offering”) at an initial price of $14.25 per share. The Company terminated its Public Offering on March 24, 2016, but continues to offer shares of common stock pursuant to the DRP. As of the termination of the Public Offering, the Company had sold 48,625,651 shares of common stock in the Public Offering for gross proceeds of $724,849,631, including 1,011,561 shares of common stock issued pursuant to the DRP for gross offering proceeds of $14,414,752. As of September 30, 2017, the Company had issued 51,024,136 shares of common stock for gross offering proceeds of $759,833,910, including 3,410,109 shares of common stock issued pursuant to the DRP for gross offering proceeds of $49,399,031.

On March 24, 2016, the Company’s board of directors determined an estimated value per share of the Company’s common stock of $14.46 as of December 31, 2015. On February 14, 2017, the Company’s board of directors determined an estimated value per share of the Company’s common stock of $14.85 as of December 31, 2016. In connection with the determination of an estimated value per share, the Company’s board of directors determined a price per share for the DRP of $14.85 and $14.46, effective March 1, 2017 and May 1, 2016, respectively. The Company’s board of directors may again, from time to time, in its sole discretion, change the price at which the Company offers shares pursuant to the DRP to reflect changes in the Company’s estimated value per share and other factors that the Company’s board of directors deems relevant. 

The business of the Company is externally managed by the Advisor, pursuant to the Advisory Agreement dated December 13, 2013, by and among the Company, the Operating Partnership and the Advisor (as amended, the “Advisory Agreement”). The Advisory Agreement is subject to annual renewal by the Company’s board of directors. The current term of the Advisory Agreement expires on December 13, 2018. Subject to certain restrictions and limitations, the Advisor manages the Company’s day-to-day operations, manages the Company’s portfolio of properties and real estate-related assets, sources and presents investment opportunities to the Company’s board of directors and provides investment management services on the

7

PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

STEADFAST APARTMENT REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2017

(unaudited)

Company’s behalf. The Advisor has also entered into an Advisory Services Agreement with Crossroads Capital Advisors, LLC (“Crossroads Capital Advisors”), whereby Crossroads Capital Advisors provides certain advisory services to the Company on behalf of the Advisor. The Company retained Steadfast Capital Markets Group, LLC (the “Dealer Manager”), an affiliate of the Sponsor, to serve as the dealer manager for the Public Offering. The Dealer Manager was responsible for marketing the Company’s shares of common stock offered pursuant to the Public Offering. The Advisor, along with the Dealer Manager, provides offering services, marketing, investor relations and other administrative services on the Company’s behalf. 

As the Company accepted subscriptions for shares of its common stock, the Company transferred substantially all of the net offering proceeds from its Public Offering to the Operating Partnership as a contribution in exchange for partnership interests and the Company’s percentage ownership in the Operating Partnership increased proportionately. The Partnership Agreement provides that the Operating Partnership is operated in a manner that will enable the Company to (1) satisfy the requirements for being classified as a REIT for tax purposes, (2) avoid any federal income or excise tax liability and (3) ensure that the Operating Partnership will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), which classification could result in the Operating Partnership being taxed as a corporation. In addition to the administrative and operating costs and expenses incurred by the Operating Partnership in acquiring and operating real properties, the Operating Partnership pays all of the Company’s administrative costs and expenses, and such expenses are treated as expenses of the Operating Partnership.

The Company commenced its real estate operations on May 22, 2014, upon acquiring a fee simple interest in a multifamily property located in Spring Hill, Tennessee.

2.Summary of Significant Accounting Policies

There have been no significant changes to the Company’s accounting policies since it filed its audited financial statements in its Annual Report on Form 10-K for the year ended December 31, 2016. For further information about the Company’s accounting policies, refer to the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2016, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 17, 2017. 

Principles of Consolidation and Basis of Presentation

The consolidated financial statements include the accounts of the Company, the Operating Partnership and its subsidiaries. All significant intercompany balances and transactions are eliminated in consolidation. The financial statements of the Company’s subsidiaries are prepared using accounting policies consistent with those of the Company.

The accompanying unaudited consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information as contained within the Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) and the rules and regulations of the SEC, including the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the unaudited consolidated financial statements do not include all of the information and footnotes required by GAAP for audited financial statements. In the opinion of management, the financial statements for the unaudited interim periods presented include all adjustments that are of a normal and recurring nature and necessary for a fair and consistent presentation of the results of such periods. Operating results for the three and nine months ended September 30, 2017, are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. The unaudited consolidated financial statements herein should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates.

8

PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

STEADFAST APARTMENT REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2017

(unaudited)

Fair Value Measurements

Under GAAP, the Company is required to measure certain financial instruments at fair value on a recurring basis. In addition, the Company is required to measure other assets and liabilities at fair value on a non-recurring basis (e.g., carrying value of impaired real estate loans receivable and long-lived assets). Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The GAAP fair value framework uses a three-tiered approach. Fair value measurements are classified and disclosed in one of the following three categories:

• Level 1: unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;

• Level 2: quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and

• Level 3: prices or valuation techniques where little or no market data is available that requires inputs that are both significant to the fair value measurement and unobservable.

When available, the Company utilizes quoted market prices from an independent third-party source to determine fair value and will classify such items in Level 1 or Level 2. In instances where the market is not active, regardless of the availability of a nonbinding quoted market price, observable inputs might not be relevant and could require the Company to make a significant adjustment to derive a fair value measurement. Additionally, in an inactive market, a market price quoted from an independent third party may rely more on models with inputs based on information available only to that independent third party. When the Company determines the market for a financial instrument owned by the Company to be illiquid or when market transactions for similar instruments do not appear orderly, the Company uses several valuation sources (including internal valuations, discounted cash flow analysis and quoted market prices) and will establish a fair value by assigning weights to the various valuation sources.

The following describes the valuation methodologies used by the Company to measure fair value, including an indication of the level in the fair value hierarchy in which each asset or liability is generally classified.

Interest rate cap agreements - The Company has entered into certain interest rate cap agreements. These derivatives are recorded at fair value. Fair value was based on a model-driven valuation using the associated variable rate curve and an implied market volatility, both of which were observable at commonly quoted intervals for the full term of the interest rate cap agreements. Therefore, the Company’s interest rate cap agreements were classified within Level 2 of the fair value hierarchy and are included in other assets in the accompanying consolidated balance sheets. Changes in the fair value of the interest rate cap agreements are recorded as interest expense in the accompanying consolidated statements of operations.

The following tables reflect the Company’s assets required to be measured at fair value on a recurring basis on the consolidated balance sheets:

	September 30, 2017
	Fair Value Measurements Using
	Level 1		Level 2		Level 3
Assets:
Interest rate cap agreements	$	—	$	56,816	$	—

9

PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

STEADFAST APARTMENT REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2017

(unaudited)

	December 31, 2016
	Fair Value Measurements Using
	Level 1		Level 2		Level 3
Assets:
Interest rate cap agreements	$	—	$	495,077	$	—

Changes in assumptions or estimation methodologies can have a material effect on these estimated fair values. In this regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, may not be realized in an immediate settlement of the instrument.

Fair Value of Financial Instruments

The accompanying consolidated balance sheets include the following financial instruments: cash and cash equivalents, restricted cash, rents and other receivables, accounts payable and accrued liabilities, distributions payable, due to affiliates and notes payable, net.

The Company considers the carrying value of cash and cash equivalents, restricted cash, rents and other receivables, accounts payable and accrued liabilities and distributions payable to approximate the fair value of these financial instruments based on the short duration between origination of the instruments and their expected realization. The fair value of amounts due to affiliates is not determinable due to the related party nature of such amounts. The Company has determined that its notes payable, net are classified as Level 3 within the fair value hierarchy.

The fair value of the notes payable, net is estimated using a discounted cash flow analysis using borrowing rates available to the Company for debt instruments with similar terms and maturities. As of September 30, 2017 and December 31, 2016, the fair value of the notes payable was $1,000,291,683 and $961,382,904, respectively, compared to the carrying value of $982,594,874 and $971,761,151, respectively.

Distribution Policy

The Company elected to be taxed as a REIT commencing with the taxable year ended December 31, 2014. To maintain its qualification as a REIT, the Company intends to make distributions each taxable year equal to at least 90% of its REIT taxable income (which is determined without regard to the dividends-paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP). Distributions declared during the nine months ended September 30, 2017, were based on daily record dates and calculated at a rate of $0.002466 per share per day during the period from January 1, 2017 through September 30, 2017.

Distributions to stockholders are determined by the board of directors of the Company and are dependent upon a number of factors relating to the Company, including funds available for the payment of distributions, financial condition, the timing of property acquisitions, capital expenditure requirements and annual distribution requirements in order for the Company to qualify as a REIT under the Internal Revenue Code. During the three and nine months ended September 30, 2017, the Company declared distributions totaling $0.227 and $0.673 per share of common stock, respectively. During the three and nine months ended September 30, 2016, the Company declared distributions totaling $0.226 and $0.674 per share of common stock, respectively.

Per Share Data

Basic loss per share attributable to common stockholders for all periods presented are computed by dividing net loss by the weighted average number of shares of the Company’s common stock outstanding during the period. Diluted loss per share is computed based on the weighted average number of shares of the Company’s common stock and all potentially dilutive securities, if any. Distributions declared per common share assume each share was issued and outstanding each day during the period. Nonvested shares of the Company’s restricted common stock and convertible stock give rise to potentially dilutive

10

PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

STEADFAST APARTMENT REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2017

(unaudited)

shares of the Company’s common stock but such shares were excluded from the computation of diluted earnings per share because such shares were anti-dilutive during the period.

Segment Disclosure

The Company has determined that it has one reportable segment with activities related to investing in multifamily properties. The Company’s investments in real estate are in different geographic regions, and management evaluates operating performance on an individual asset level. However, as each of the Company’s assets has similar economic characteristics, tenants and products and services, its assets have been aggregated into one reportable segment.

Recent Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606). The new guidance requires an entity to recognize the revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The new guidance supersedes the revenue requirements in Revenue Recognition (Topic 605) and most industry-specific guidance throughout the Industry Topics of the Codification. The new guidance does not apply to lease contracts within the scope of Leases (Topic 840). In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606), which delayed the effective date of the new guidance by one year, which resulted in the new guidance being effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, and is to be applied retrospectively. Early adoption is permitted, but can be no earlier than the original public entity effective date of fiscal years, and interim periods within those years, beginning after December 15, 2016. The Company anticipates selecting the modified retrospective transition method with a cumulative effect recognized as of the date of adoption and will adopt the new standard effective January 1, 2018. The Company is continuing to evaluate the standard’s impact on its revenue recognition with regard to revenue from tenant reimbursements and other. Based on its preliminary assessment, the Company identified the following types of revenues from non-lease components: application and credit card checks fees, electronic payment convenience fee and participation revenue from cable providers, laundry service providers and vending machines. The Company is currently in the process of reviewing its revenue contracts and will then aggregate and quantify the results of its assessment by the end of its 2017 fiscal year. Based on its ongoing assessment, the Company does not expect a material impact on its revenue recognition in the consolidated financial statements because these sources of revenue are immaterial to the consolidated financial statements. The Company also does not expect a material impact from adopting this new guidance in connection with its rental revenue, as rental revenue from leasing arrangements is specifically excluded from the standard.

In February 2016, the FASB issued ASU 2016-02, Leases, amending the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. The new standard requires a modified retrospective transition approach. The guidance will be effective in the first quarter of 2019 and allows for early adoption. The Company is in the preliminary stages of evaluating the impact of this ASU on its leases both as it relates to the Company acting as a lessor and as a lessee. Based on the preliminary results of its evaluation, as it relates to the former, the Company does not expect any material impact on the recognition of leases in the consolidated financial statements because under this guidance, lessors will continue to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases, and operating leases. As it relates to the latter, the Company does not expect a material impact on the recognition of leases in the consolidated financial statements because the quantity of leased equipment by the Company is limited. The Company plans to complete its assessment process by the end of the fourth quarter of 2017 and plans to adopt this ASU on January 1, 2019.

In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting, that simplifies several aspects of the accounting for employee share-based payment transactions for both public and nonpublic entities, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. The guidance is effective for annual reporting periods beginning after December 15, 2016, and interim periods within those years. The Company adopted this guidance as of January 1, 2017 and did not experience a material impact from adopting this new guidance.

11

PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

STEADFAST APARTMENT REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2017

(unaudited)

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force), that clarifies how certain cash receipts and cash payments should be classified on the statement of cash flows. This ASU addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The guidance is effective for annual reporting periods beginning after December 15, 2017, and interim periods within those years. Early adoption is permitted. The Company adopted this guidance as of July 1, 2016. The Company did not experience a material impact from adopting this new guidance.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230), Restricted Cash, thatrequires that a statement of cash flows explains the change during the period in the total of cash, cash equivalents, restricted cash and restricted cash equivalents. Therefore, amounts generally described as restricted cash should be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. The guidance is effective for annual periods beginning after December 15, 2017, and interim periods within those years. Early adoption is permitted. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements and related disclosures.

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the definition of business, that clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of businesses. This ASU provides a screen to determine when a set is not a business. If the screen is not met, it (1) requires that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) removes the evaluation of whether a market participant could replace the missing elements. The guidance is effective for annual reporting periods beginning after December 15, 2017, and interim periods within those years. Early adoption is permitted. Upon adoption of this new guidance during the nine months ended September 30, 2017, the Company did not experience a material impact from adopting this new guidance.

In February 2017, the FASB issued ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (“Subtopic 610-20”): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets (“ASU 2017-05”), that clarifies that a financial asset is within the scope of Subtopic 610-20 if it meets the definition of an in substance nonfinancial asset and defines the term in substance nonfinancial asset. ASU 2017-05 also clarifies that nonfinancial assets within the scope of Subtopic 610-20 may include nonfinancial assets transferred within a legal entity to a counterparty. Subtopic 610-20, which was issued in May 2014 as part of ASU 2014-09 (discussed above), provides guidance for recognizing gains and losses from the transfer of nonfinancial assets in contracts with noncustomers. An entity is required to apply amendments in ASU 2017-05 at the same time it applies the amendments in ASU 2014-09 (discussed above). ASU 2017-05 requires retrospective application and is effective for fiscal years beginning after December 15, 2017, including interim reporting periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements and related disclosures.

In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU 2017-09”). The FASB issued ASU 2017-09 to provide clarity and reduce both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation - Stock Compensation, to a change to the terms or conditions of a share-based payment award. The amendments in ASU 2017-09 provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. ASU No. 2017-09 requires prospective application and is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements and related disclosures.

12

PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

STEADFAST APARTMENT REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2017

(unaudited)

3.Real Estate

As of September 30, 2017, the Company owned 34 multifamily properties comprising a total of 11,601 apartment homes. The total contract acquisition price of the Company’s real estate portfolio was $1,499,381,750. As of September 30, 2017 and December 31, 2016, the Company’s portfolio was approximately 93.5% and 92.2% occupied and the average monthly rent was $1,140 and $1,102, respectively.

As of September 30, 2017 and December 31, 2016, accumulated depreciation and amortization related to the Company’s consolidated real estate properties and related intangibles were as follows:

	September 30, 2017
	Assets
	Land		Building and Improvements			Total Real Estate
Investments in real estate	$	164,113,072	$	1,388,167,952		$	1,552,281,024
Less: Accumulated depreciation and amortization	—		(130,470,557		)	(130,470,557		)
Net investments in real estate and related lease intangibles	$	164,113,072	$	1,257,697,395		$	1,421,810,467

	December 31, 2016
	Assets
	Land		Building and Improvements			Tenant Origination and Absorption Costs			Total Real Estate
Investments in real estate	$	164,113,072	$	1,368,602,516		$	2,769,302		$	1,535,484,890
Less: Accumulated depreciation and amortization	—		(80,340,535		)	(1,759,190		)	(82,099,725		)
Net investments in real estate and related lease intangibles	$	164,113,072	$	1,288,261,981		$	1,010,112		$	1,453,385,165

Depreciation and amortization expense was $17,036,633 and $51,161,020 for the three and nine months ended September 30, 2017, and $16,633,722 and $49,915,893 for the three and nine months ended September 30, 2016, respectively.

Depreciation of the Company’s buildings and improvements was $17,036,633 and $50,150,908 for the three and nine months ended September 30, 2017, and $14,334,454 and $39,002,300 for the three and nine months ended September 30, 2016, respectively.

Amortization of the Company’s tenant origination and absorption costs was $0 and $1,010,112 for the three and nine months ended September 30, 2017, and $2,299,268 and $10,913,593 for the three and nine months ended September 30, 2016, respectively. Tenant origination and absorption costs had a weighted-average amortization period as of the date of acquisition of less than one year. At September 30, 2017, all tenant origination and absorption costs were fully amortized and written off.

Operating Leases

As of September 30, 2017, the Company’s real estate portfolio comprised 11,601 apartment homes and was 96.1% leased by a diverse group of residents. The residential lease terms consist of lease durations equal to twelve months or less.

13

PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

STEADFAST APARTMENT REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2017

(unaudited)

Some residential leases contain provisions to extend the lease agreements, options for early termination after paying a specified penalty and other terms and conditions as negotiated. The Company retains substantially all of the risks and benefits of ownership of the real estate assets leased to tenants. Generally, upon the execution of a lease, the Company requires security deposits from tenants in the form of a cash deposit. Amounts required as security deposits vary depending upon the terms of the respective leases and the creditworthiness of the tenant, but generally are not significant amounts. Therefore, exposure to credit risk exists to the extent that a receivable from a tenant exceeds the amount of its security deposit. Security deposits received in cash related to tenant leases are included in accounts payables and accrued liabilities in the accompanying consolidated balance sheets and totaled $3,588,659 and $3,329,299 as of September 30, 2017 and December 31, 2016, respectively.

As of September 30, 2017 and 2016, no tenant represented over 10% of the Company’s annualized base rent.

4.Other Assets

As of September 30, 2017 and December 31, 2016, other assets consisted of:

	September 30, 2017		December 31, 2016
Prepaid expenses	$	1,504,555	$	1,602,910
Interest rate cap agreements	56,816		495,077
Other deposits	1,053,423		1,141,623
Other assets	$	2,614,794	$	3,239,610

5.Debt

Mortgage Notes Payable

The following is a summary of mortgage notes payable, net secured by real property as of September 30, 2017 and December 31, 2016.

	September 30, 2017
			Interest Rate Range				Weighted Average Interest Rate
Type	Number of Instruments	Maturity Date Range	Minimum		Maximum			Principal Outstanding
Variable rate(1)	23	12/1/2021 - 9/1/2026	1-Mo LIBOR + 1.61%		1-Mo LIBOR + 2.48%		3.28%	$	690,536,100
Fixed rate	2	7/1/2025 - 5/1/2054	4.34	%	4.60	%	4.51%	67,891,470
Mortgage notes payable, gross	25						3.39%	758,427,570
Discount, net(2)								(2,364,584		)
Deferred financing costs, net(3)								(3,738,406		)
Mortgage notes payable, net								$	752,324,580

14

PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

STEADFAST APARTMENT REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2017

(unaudited)

	December 31, 2016
			Interest Rate Range				Weighted Average Interest Rate
Type	Number of Instruments	Maturity Date Range	Minimum		Maximum			Principal Outstanding
Variable rate(1)	23	12/1/2021 - 9/1/2026	1-Mo LIBOR + 1.61%		1-Mo LIBOR + 2.48%		2.82%	$	690,536,100
Fixed rate	2	7/1/2025 - 5/1/2054	4.34	%	4.60	%	4.51%	68,090,786
Mortgage notes payable, gross	25						2.97%	758,626,886
Discount, net(2)								(2,630,822		)
Deferred financing costs, net(3)								(4,202,733		)
Mortgage notes payable, net								$	751,793,331

___________

(1) See Note 10 for a discussion of the interest rate cap agreements used to manage the exposure to interest rate movement on the Company’s variable rate loans.

(2) The following table summarizes the debt discount as of September 30, 2017, including the unamortized portion included in the principal balance as well as amounts amortized to interest expense in the accompanying consolidated statements of operations:

Unamortized Portion of Debt Discount as of September 30, 2017		Amortization of Debt Discount During the
		Three Months Ended September 30,				Nine Months Ended September 30,
		2017		2016		2017		2016
$	2,364,584	$	88,746	$	—	$	266,238	$	—

Accumulated amortization related to the debt discount as of September 30, 2017 and December 31, 2016 was $356,956 and $90,718, respectively.

(3) Accumulated amortization related to deferred financing costs as of September 30, 2017 and December 31, 2016 was $1,403,584 and $939,257, respectively.

Revolving Credit Facility

On August 26, 2015, the Company entered into a revolving credit facility (the “Credit Facility”) with PNC Bank, National Association (“PNC Bank”) in an amount not to exceed $200,000,000, which provides for advances to purchase properties or refinance existing properties from time to time (subject to certain debt service and loan to value requirements). The Credit Facility has a maturity date of September 1, 2020, subject to extension (the “Maturity Date”). The maximum amount that may be drawn under the Credit Facility may be increased up to $350,000,000 at any time during the period from January 1, 2016 to 12 months prior to the Maturity Date, as further described in the Credit Agreement (the “Credit Agreement”) entered into by certain of the Company’s wholly-owned subsidiaries with PNC Bank in connection with property acquisitions. For each advance drawn under the Credit Facility, an Addition Fee, as defined in the Credit Agreement, is incurred. Advances made under the Credit Facility will be secured by the purchased property for which such advances are used (each a “Loan” and collectively the “Loans”), as evidenced by the Credit Agreement, Multifamily Loan and Security Agreement (the “Loan Agreement”), the Multifamily Revolving Credit Note (the “Note”), a Multifamily Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing (the “Mortgage”) and a Guaranty from the Company (the “Guaranty,” together with the Credit Agreement, the Loan Agreement, the Note and the Mortgage, the “Loan Documents”). Each Loan will be purchased from PNC

15

PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

STEADFAST APARTMENT REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2017

(unaudited)

Bank by the Federal Home Loan Mortgage Corporation (“Freddie Mac”). As of September 30, 2017, the Company had $186,300,000 outstanding under the Credit Facility.

Interest on the outstanding principal balances of the Loans accrues at the one-month London Interbank Offer Rate (“LIBOR”) plus (1) the servicing spread of 0.05% and (2) the net spread, based on the debt service coverage ratio, of between 1.80% and 2.10%, as further described in the applicable Notes. Monthly interest payments are due and payable on the first day of each month until the Maturity Date. The entire outstanding principal balance and any accrued and unpaid interest on the Loans are due and payable in full on the Maturity Date. The interest rate on funds borrowed on the Credit Facility was 3.54% as of September 30, 2017. In addition to monthly interest payments, an unused commitment fee equal to 0.1% of the average daily difference between (1) the amount outstanding and (2) the maximum facility available is due and payable monthly. Additionally, an unused capacity fee equal to 1.0% of the average daily difference between the amount of the (1) maximum facility available and (2) the outstanding borrowing tranches, each as defined in the Credit Agreement, is due and payable monthly. Upon the second anniversary of each advance pursuant to the Credit Facility, a seasoning fee equal to 0.25% of such advance is due and payable monthly. The seasoning fee will increase by 0.25% on each subsequent anniversary until the Maturity Date.

Revolving Line of Credit

On May 18, 2016, the Company entered into a line of credit facility (the “Line of Credit”) with PNC Bank in an amount not to exceed $65,000,000. The Line of Credit provides for advances (each, an “LOC Loan” and collectively, the “LOC Loans”) solely for the purpose of financing the costs in connection with acquisitions and development of real estate projects and for general corporate purposes (subject to certain debt service and loan to value requirements). The Line of Credit has a maturity date of May 17, 2019, subject to extension (the “LOC Maturity Date”), as further described in the Loan Agreement (the “LOC Loan Agreement”) entered into by certain of the Company’s wholly-owned subsidiaries with PNC Bank in connection with the acquisition of the Landings of Brentwood property (the “Mortgaged Property”). Advances made under the Line of Credit will be secured by the Mortgaged Property, as evidenced by the LOC Loan Agreement, the Revolving Credit Loan Note (the “LOC Note”), the Deed of Trust and a Guaranty from the Company (the “LOC Guaranty,” together with the LOC Loan Agreement and the LOC Note, the “LOC Loan Documents”).

The Company has the option to select the interest rate in respect of the outstanding unpaid principal amount of the LOC Loans from the following options (the “Interest Rate Options”): (1) the sum of the Base Rate (as defined in the LOC Loan Agreement) plus 0.60%, or (2) a rate per annum fixed for the applicable LIBOR Interest Period (as defined in the LOC Loan Agreement) equal to the sum of LIBOR plus 1.60%. The Company may select different Interest Rate Options and different LIBOR Interest Periods to apply simultaneously to the LOC Loans comprising of different Borrowing Tranches (as defined in the LOC Loan Agreement) and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the LOC Loans comprising any Borrowing Tranche provided that there may not be at any time outstanding more than eight Borrowing Tranches. Monthly interest payments are due and payable in arrears on the first day of each month and on the LOC Maturity Date. The entire outstanding principal balance and any accrued and unpaid interest on the LOC Loans are due and payable in full on the LOC Maturity Date. As of September 30, 2017, the interest rate on the LOC Loans was 2.83%. In addition to monthly interest payments, the Company will pay PNC Bank a non-refundable commitment fee equal to (a) the average daily difference between (i) the maximum principal amount of the LOC Loans minus (ii) the aggregate outstanding principal amount of all advances multiplied by (b) 0.15%. The commitment fee shall be payable in arrears on the first day of each calendar quarter until the LOC Maturity Date.

16

PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

STEADFAST APARTMENT REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2017

(unaudited)

As of September 30, 2017 and December 31, 2016, the advances obtained and certain financing costs incurred under the Credit Facility and the Line of Credit, which are included in revolving credit facilities, net, in the accompanying consolidated balance sheets, are summarized in the following table.

		Amount of Advance as of
Collateralized Property(1)	Date of Advance	September 30, 2017			December 31, 2016
Delano at North Richland Hills	August 26, 2015	$	28,875,000		$	28,875,000
Meadows at North Richland Hills	August 26, 2015	24,450,000			24,450,000
Reveal on Cumberland	September 3, 2015	22,125,000			22,125,000
Monticello by the Vineyard	September 23, 2015	39,150,000			39,150,000
Park Valley Apartments	December 11, 2015	38,550,000			38,550,000
PeakView by Horseshoe Lake	December 18, 2015	33,150,000			33,150,000
Principal balance on revolving credit facility, gross		186,300,000			186,300,000
Principal balance on revolving line of credit, gross		45,000,000			35,000,000
Principal balance on revolving credit facilities, gross		231,300,000			221,300,000
Deferred financing costs, neton revolving credit facility(2)		(851,527		)	(1,073,997		)
Deferred financing costs, neton revolving line of credit(3)		(178,179		)	(258,183		)
Revolving credit facilities, net		$	230,270,294		$	219,967,820

___________

(1) Each property is pledged as collateral for repayment of amounts advanced under the Credit Facility.

(2) Accumulated amortization related to deferred financing costs in respect of the Credit Facility as of September 30, 2017 and December 31, 2016, was $612,459 and $389,989, respectively.

(3) Accumulated amortization related to deferred financing costs in respect of the Line of Credit as of September 30, 2017 and December 31, 2016, was $146,821 and $66,817, respectively.

Maturity and Interest

The following is a summary of the Company’s aggregate maturities as of September 30, 2017:

					Maturities During the Years Ending December 31,
Contractual Obligations	Total		Remainder of 2017		2018		2019		2020		2021		Thereafter
Principal payments on outstanding debt obligations(1)	$	989,727,570	$	131,448	$	2,673,834	$	50,541,844	$	196,597,320	$	51,767,341	$	688,015,783

______________

(1) Projected principal payments on outstanding debt obligations are based on the terms of the notes payable agreements. Amounts exclude the amortization of deferred financing costs and debt discount associated with the notes payable.

17

PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

STEADFAST APARTMENT REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2017

(unaudited)

The Company’s notes payable contain customary financial and non-financial debt covenants. As of September 30, 2017, the Company was in compliance with all debt covenants.

For the three and nine months ended September 30, 2017, the Company incurred interest expense of $8,945,547 and $25,245,411, respectively. Interest expense for the three and nine months ended September 30, 2017, includes amortization of deferred financing costs of $257,111 and $766,801, net unrealized losses from the change in fair value of interest rate cap agreements of $42,607 and $438,261, amortization of loan discount of $88,746 and $266,238, seasoning fees on the Credit Facility of $19,689 and $19,689 and Credit Facility commitment fees of $10,981 and $35,293, respectively.

For the three and nine months ended September 30, 2016, the Company incurred interest expense of $6,547,052 and $19,283,573, respectively. Interest expense for the three and nine months ended September 30, 2016, includes amortization of deferred financing costs of $242,077 and $676,447, net unrealized losses from the change in fair value of interest rate cap agreements of $73,518 and $691,969 and Credit Facility commitment fees of $56,597 and $71,514, respectively.

Interest expense of $2,668,430 and $2,295,483 was payable as of September 30, 2017 and December 31, 2016, respectively, and is included in accounts payable and accrued liabilities in the accompanying consolidated balance sheets.

6.Stockholders’ Equity

General

Under the Company’s Articles of Amendment and Restatement (the “Charter”), the total number of shares of capital stock authorized for issuance is 1,100,000,000 shares, consisting of 999,999,000 shares of common stock with a par value of $0.01 per share, 1,000 shares of convertible stock with a par value of $0.01 per share and 100,000,000 shares designated as preferred stock with a par value of $0.01 per share.

Common Stock

The shares of the Company’s common stock entitle the holders to one vote per share on all matters upon which stockholders are entitled to vote, to receive dividends and other distributions as authorized by the Company’s board of directors in accordance with the Maryland General Corporation Law and to all rights of a stockholder pursuant to the Maryland General Corporation Law. The common stock has no preferences or preemptive, conversion or exchange rights.

On September 3, 2013, the Company issued 13,500 shares of common stock to the Sponsor for $202,500. From inception through March 24, 2016, the date of the termination of the Public Offering, the Company had issued 48,625,651 shares of common stock in its Public Offering for offering proceeds of $640,012,497, including 1,011,561 shares of common stock issued pursuant to the DRP for total proceeds of $14,414,752, net of offering costs of $84,837,134. Following the termination of the Public Offering, the Company continues to offer shares pursuant to the DRP. As of September 30, 2017, the Company had issued 51,024,136 shares of common stock for offering proceeds of $674,996,776, including 3,410,109 shares of common stock issued pursuant to the DRP for total proceeds of $49,399,031, net of offering costs of $84,837,134. Offering costs primarily consisted of selling commissions and dealer manager fees.

The shares of restricted common stock vest and become non-forfeitable in four equal annual installments beginning on the date of grant and ending on the third anniversary of the date of grant or will become fully vested and become non-forfeitable on the earlier to occur of (1) the termination of the independent director’s service as a director due to his or her death or disability or (2) a change in control of the Company.

18

PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

STEADFAST APARTMENT REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2017

(unaudited)

The issuance and vesting activity for the nine months ended September 30, 2017 and year ended December 31, 2016, for the restricted stock issued to the Company’s independent directors as compensation for services in connection with the independent directors’ re-election to the board of directors at the Company’s annual meetings is as follows:

	Nine Months Ended September 30, 2017		Year Ended December 31, 2016
Nonvested shares at the beginning of the period	9,997		11,247
Granted shares	4,998		4,998
Vested shares	(7,498	)	(6,248	)
Nonvested shares at the end of the period	7,497		9,997

The weighted average fair value of restricted stock issued to the Company’s independent directors for the nine months ended September 30, 2017 and year ended December 31, 2016 is as follows:

Grant Year	Weighted Average Fair Value
2016	$	14.46
2017	14.85

Included in general and administrative expenses is $32,263 and $66,019 for the three and nine months ended September 30, 2017, and $39,306 and $76,797 for the three and nine months ended September 30, 2016, respectively, for compensation expense related to the issuance of restricted common stock. As of September 30, 2017, the compensation expense related to the issuance of the restricted common stock not yet recognized was $102,845. The weighted average remaining term of the restricted common stock was approximately 1.5 years as of September 30, 2017. As of September 30, 2017, no shares of restricted common stock issued to the independent directors have been forfeited.

Convertible Stock

On September 3, 2013, the Company issued 1,000 shares of Convertible Stock to the Advisor for $1,000. The Convertible Stock will convert into shares of common stock if and when: (A) the Company has made total distributions on the then-outstanding shares of its common stock equal to the original issue price of those shares plus an aggregate 6.0% cumulative, non-compounded, annual return on the original issue price of those shares, (B) the Company lists its common stock for trading on a national securities exchange or (C) the Advisory Agreement is terminated or not renewed (other than for “cause” as defined in the Advisory Agreement). In the event of a termination or non-renewal of the Advisory Agreement for cause, all of the shares of the Convertible Stock will be repurchased for $1.00. In general, each share of Convertible Stock will convert into a number of shares of common stock equal to 1/1000 of the quotient of (A) 15% of the excess of (1) the Company’s “enterprise value” plus the aggregate value of distributions paid to date on the then outstanding shares of the Company’s common stock over (2) the aggregate purchase price paid by stockholders for those outstanding shares of common stock plus an aggregated 6.0% cumulative, non-compounded, annual return on the original issue price of those outstanding shares, divided by (B) the Company’s enterprise value divided by the number of outstanding shares of common stock on an as-converted basis, in each case calculated as of the date of the conversion.

Preferred Stock

The Charter also provides the Company’s board of directors with the authority to issue one or more classes or series of preferred stock, and prior to the issuance of such shares of preferred stock, the board of directors shall have the power from time to time to classify or reclassify, in one or more series, any unissued shares and designate the preferences, rights and privileges of such shares of preferred stock. The Company’s board of directors is authorized to amend the Charter without the approval of the stockholders to increase the aggregate number of authorized shares of capital stock or the number of shares of

19

PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

STEADFAST APARTMENT REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2017

(unaudited)

any class or series that the Company has authority to issue. As of September 30, 2017 and December 31, 2016, no shares of Company preferred stock were issued and outstanding.

Distribution Reinvestment Plan

The Company’s board of directors has approved the DRP through which common stockholders may elect to reinvest an amount equal to the distributions declared on their shares of common stock in additional shares of the Company’s common stock in lieu of receiving cash distributions. The purchase price per share under the DRP was initially $14.25. On February 14, 2017 and March 24, 2016, the Company’s board of directors determined a price per share for the DRP of $14.85 and $14.46, effective March 1, 2017 and May 1, 2016, respectively, in connection with the determination of an estimated value per share of the Company’s common stock.

The Company’s board of directors may again, in its sole discretion, from time to time, change this price based upon changes in the Company’s estimated value per share and other factors that the Company’s board of directors deems relevant.

No sales commissions or dealer manager fees are payable on shares sold through the DRP. The Company’s board of directors may amend, suspend or terminate the DRP at its discretion at any time upon ten days’ notice to the Company’s stockholders. Following any termination of the DRP, all subsequent distributions to stockholders will be made in cash.

Share Repurchase Plan and Redeemable Common Stock

The Company’s share repurchase plan may provide an opportunity for stockholders to have their shares of common stock repurchased by the Company, subject to certain restrictions and limitations. No shares can be repurchased under the Company’s share repurchase plan until after the first anniversary of the date of purchase of such shares; provided, however, that this holding period shall not apply to repurchases requested within two years after the death or disability of a stockholder.

Prior to the date the Company published an estimated value per share of its common stock, the purchase price for shares repurchased under the Company’s share repurchase plan was as follows:

Share Purchase Anniversary	Repurchase Price on Repurchase Date(1)
Less than 1 year	No Repurchase Allowed
1 year	92.5% of Purchase Price
2 years	95.0% of Purchase Price
3 years	97.5% of Purchase Price
4 years	100.0% of Purchase Price
In the event of a stockholder’s death or disability(2)	Average Issue Price for Shares(3)

Beginning March 24, 2016, the date the Company first published an estimated value per share, the purchase price for shares repurchased under the Company’s share repurchase plan is as follows:

Share Purchase Anniversary	Repurchase Price on Repurchase Date(1)(4)
Less than 1 year	No Repurchase Allowed
1 year	92.5% of Estimated Value per Share
2 years	95.0% of Estimated Value per Share
3 years	97.5% of Estimated Value per Share
4 years	100.0% of Estimated Value per Share
In the event of a stockholder’s death or disability(2)	Average Issue Price for Shares(3)

________________

20

PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

STEADFAST APARTMENT REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2017

(unaudited)

(1) As adjusted for any stock dividends, combinations, splits, recapitalizations or any similar transaction with respect to the shares of common stock. Repurchase price includes the full amount paid for each share, including all sales commissions and dealer manager fees.

(2) The required one-year holding period does not apply to repurchases requested within two years after the death or disability of a stockholder.

(3) The purchase price per share for shares repurchased upon the death or disability of a stockholder will be equal to the average issue price per share for all of the stockholder’s shares.

(4) For purposes of the share repurchase plan, the “Estimated Value per Share” will equal the most recently publicly disclosed estimated value per share determined by the Company’s board of directors.

The purchase price per share for shares repurchased pursuant to the Company’s share repurchase plan will be further reduced by the aggregate amount of net proceeds per share, if any, distributed to the Company’s stockholders prior to the Repurchase Date (defined below) as a result of the sale of one or more of the Company’s assets that constitutes a return of capital as a result of such sales.

Repurchases of shares of the Company’s common stock are made quarterly upon written request to the Company at least 15 days prior to the end of the applicable quarter. Repurchase requests are honored approximately 30 days following the end of the applicable quarter (“Repurchase Date”). Stockholders may withdraw their repurchase request at any time up to three business days prior to the Repurchase Date. During the three and nine months ended September 30, 2017, the Company repurchased a total of 103,118 and 281,139 shares with a total repurchase value of $1,474,427 and $3,952,041 and received requests for repurchases of 155,540 and 353,366 shares with a total repurchase value of $2,206,818 and $4,992,801, respectively. During the three and nine months ended September 30, 2016, the Company repurchased a total of 64,483 and 107,916 shares with a total repurchase value of $892,515 and $1,480,781 and received requests for repurchases of 48,658 and 134,555 shares with a total repurchase value of $675,918 and $1,862,902, respectively.

As of September 30, 2017 and September 30, 2016, the Company had 148,203 and 48,658 shares of outstanding and unfulfilled repurchase requests, respectively, and recorded $2,096,507 and $675,918 in accounts payable and accrued liabilities on the accompanying consolidated balance sheets related to these unfulfilled repurchase requests, respectively. The Company repurchased the shares of common stock represented by the outstanding repurchase requests as of September 30, 2017 and 2016, of $2,096,507 and $675,918 on the October 30, 2017 and October 31, 2016 Repurchase Dates, respectively.

The Company cannot guarantee that the funds set aside for the share repurchase plan will be sufficient to accommodate all repurchase requests made in any quarter. In the event that the Company does not have sufficient funds available to repurchase all of the shares of the Company’s common stock for which repurchase requests have been submitted in any quarter, priority will be given to repurchase requests in the case of the death or disability of a stockholder. If the Company repurchases less than all of the shares subject to a repurchase request in any quarter, with respect to any shares which have not been repurchased, the Company will treat the shares that have not been repurchased as a request for repurchase in the following quarter pursuant to the limitations of the share repurchase plan and when sufficient funds are available, unless the stockholder withdraws the request for repurchase. Such pending requests will be honored among all requests for repurchases in any given repurchase period as follows: first, pro rata as to repurchases sought upon a stockholder’s death or disability; and, next, pro rata as to other repurchase requests.

The Company is not obligated to repurchase shares of its common stock under the share repurchase plan. The share repurchase plan limits the number of shares to be repurchased in any calendar year to (1) 5% of the weighted average number of shares of common stock outstanding during the prior calendar year and (2) those that could be funded from the net proceeds from the sale of shares under the DRP in the prior calendar year, plus such additional funds as may be reserved for that purpose by the Company’s board of directors. Such sources of funds could include cash on hand, cash available from borrowings and cash from liquidations of securities investments as of the end of the applicable month, to the extent that such funds are not otherwise dedicated to a particular use, such as working capital, cash distributions to stockholders or purchases of real estate

21

PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

STEADFAST APARTMENT REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2017

(unaudited)

assets. There is no fee in connection with a repurchase of shares of the Company’s common stock pursuant to the Company’s share repurchase plan.

The Company’s board of directors may, in its sole discretion, amend, suspend or terminate the share repurchase plan at any time upon 30 days’ notice to its stockholders if it determines that the funds available to fund the share repurchase plan are needed for other business or operational purposes or that amendment, suspension or termination of the share repurchase plan is in the best interest of the Company’s stockholders. Therefore, a stockholder may not have the opportunity to make a repurchase request prior to any potential termination of the Company’s share repurchase plan. The share repurchase plan will terminate in the event that a secondary market develops for the Company’s shares of common stock.

Pursuant to the share repurchase plan, for the three and nine months ended September 30, 2017, the Company reclassified $4,400,922 and $6,472,018, net of $1,474,427 and $3,952,041 of fulfilled repurchase requests and for the three and nine months ended September 30, 2016, $4,996,560 and $14,134,773, net of $892,515 and $1,480,781 of fulfilled repurchase requests, respectively, from permanent equity to temporary equity, which are included as redeemable common stock on the accompanying consolidated balance sheets.

Distributions

The Company’s long-term policy is to pay distributions solely from cash flow from operations. However, because the Company may receive income from interest or rents at various times during the Company’s fiscal year and because the Company may need cash flow from operations during a particular period to fund capital expenditures and other expenses, the Company expects that from time to time during the Company’s operational stage, the Company will declare distributions in anticipation of cash flow that the Company expects to receive during a later period, and the Company expects to pay these distributions in advance of its actual receipt of these funds. The Company’s board of directors has the authority under its organizational documents, to the extent permitted by Maryland law, to fund distributions from sources such as borrowings, offering proceeds or advances and the deferral of fees and expense reimbursements by the Advisor, in its sole discretion. The Company has not established a limit on the amount of funds it may use to pay distributions from sources other than cash flow from operations. If the Company pays distributions from sources other than cash flow from operations, the Company will have fewer funds available for investments and stockholders’ overall return on their investment in the Company may be reduced.

To maintain the Company’s qualification as a REIT, the Company must make aggregate annual distributions to its stockholders of at least 90% of its REIT taxable income (which is computed without regard to the dividends-paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP). If the Company meets the REIT qualification requirements, the Company generally will not be subject to federal income tax on the income that the Company distributes to its stockholders each year.

Distributions Declared

The Company’s board of directors approved a cash distribution that accrued at a rate of $0.002466 per day for each share of the Company’s common stock during the three and nine months ended September 30, 2017, which, if paid over a 365-day period is equivalent to a 6.0% annualized distribution rate based on a purchase price of $15.00 per share of the Company’s common stock. During the three and nine months ended September 30, 2016, a cash distribution accrued at a rate of $0.002459 per day for each share, which, if paid over a 366-day period, is equivalent to a 6.0% annualized distribution rate based on a purchase price of $15.00 per share of the Company’s common stock. The distributions declared accrue daily to stockholders of record as of the close of business on each day and are payable in cumulative amounts on or before the third day of each calendar month with respect to the prior month. There is no guarantee that the Company will continue to pay distributions at this rate or at all.

Distributions declared for the three and nine months ended September 30, 2017, were $11,458,896 and $33,804,204, including $5,868,351 and $17,467,444, or 395,175 and 1,179,883 shares of common stock, respectively, attributable to the DRP.

22

PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

STEADFAST APARTMENT REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2017

(unaudited)

Distributions declared for the three and nine months ended September 30, 2016 were $11,135,168 and $31,140,959, including $5,899,834 and $16,578,221, or 408,011 and 1,155,416 shares of common stock, respectively, attributable to the DRP.

As of September 30, 2017 and December 31, 2016, $3,744,290 and $3,788,605 of distributions declared were payable, which included $1,913,712 and $1,992,271, or 128,869 shares and 137,778 shares of common stock, attributable to the DRP, respectively.

Distributions Paid

For the three and nine months ended September 30, 2017, the Company paid cash distributions of $5,561,473 and $16,302,516, which related to distributions declared for each day in the period from June 1, 2017 through August 31, 2017 and December 1, 2016 through August 31, 2017, respectively. Additionally, for the three and nine months ended September 30, 2017, 395,646 shares and 1,188,792 shares of common stock were issued pursuant to the DRP for gross offering proceeds of $5,875,349 and $17,546,003, respectively. For the three and nine months ended September 30, 2017, the Company paid total distributions of $11,436,822 and $33,848,519, respectively.

For the three and nine months ended September 30, 2016, the Company paid cash distributions of $5,220,413 and $14,034,458, which related to distributions declared for each day in the period from June 1, 2016 through August 31, 2016 and December 1, 2015 through August 31, 2016, respectively. Additionally, for the three and nine months ended September 30, 2016, 407,266 shares and 1,116,900 shares of common stock were issued pursuant to the DRP for gross offering proceeds of $5,889,074 and $16,030,122, respectively. For the three and nine months ended September 30, 2016, the Company paid total distributions of $11,109,487 and $30,064,580, respectively.

7.Related Party Arrangements

The Company has entered into the Advisory Agreement with the Advisor and a Dealer Manager Agreement with the Dealer Manager. Pursuant to the Advisory Agreement and Dealer Manager Agreement, the Company is or was obligated to pay the Advisor and the Dealer Manager specified fees upon the provision of certain services related to the Public Offering, the investment of funds in real estate and real estate-related investments and the management of the Company’s investments and for other services (including, but not limited to, the disposition of investments). Subject to the limitations described below, the Company is also obligated to reimburse the Advisor and its affiliates for organization and offering costs incurred by the Advisor and its affiliates on behalf of the Company, as well as acquisition and origination expenses and certain operating expenses incurred on behalf of the Company or incurred in connection with providing services to the Company.

23

PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

STEADFAST APARTMENT REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2017

(unaudited)

Amounts attributable to the Advisor and its affiliates incurred for the three and nine months ended September 30, 2017 and 2016, and amounts attributable to the Advisor and its affiliates that are payable (prepaid) as of September 30, 2017 and December 31, 2016, are as follows:

	Incurred For the				Incurred For the					Payable (Prepaid) as of
	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017			2016		September 30, 2017			December 31, 2016
Consolidated Statements of Operations:
Expensed
Investment management fees(1)	$	4,237,702	$	3,903,992	$	12,662,631		$	10,916,305	$	4,005		$	1,413,110
Acquisition fees(1)	—		1,247,350		—			2,766,209		—			—
Acquisition expenses(2)	—		288,509		—			773,414		—			—
Loan coordination fees(1)	—		889,500		—			1,539,500		—			—
Property management:
Fees(1)	1,195,132		1,072,183		3,511,386			3,000,555		396,236			375,499
Reimbursement of onsite personnel(3)	3,560,496		3,403,458		10,441,761			9,460,534		895,902			594,528
Other fees(1)	314,856		299,501		938,231			859,347		36,749			39,598
Other fees - property operations(3)	41,745		—		91,753			—		—			—
Other fees - G&A(4)	11,569		10,411		43,770			10,411		—			—
Other operating expenses(4)	266,685		284,711		1,160,388			980,495		129,255			212,413
Insurance proceeds(5)	—		—		(172,213		)	—		—			—
Property insurance(6)	436,041		40,270		530,473			134,011		(149,487		)	(80,541		)
Consolidated Balance Sheets:
Capitalized
Construction management:
Fees(7)	231,417		808,149		1,112,885			2,113,545		33,141			102,590
Reimbursement of labor costs(7)	470,676		1,067,347		2,174,123			2,659,400		86,381			176,712
Additional paid-in capital
Other offering costs reimbursement	—		—		—			4,165,911		—			—
Selling commissions	—		—		—			12,017,003		620,470			797,281
Dealer manager fees	—		—		—			5,642,377		—			—
	$	10,766,319	$	13,315,381	$	32,495,188		$	57,039,017	$	2,052,652		$	3,631,190

_____________________

(1) Included in fees to affiliates in the accompanying consolidated statements of operations.

(2) Included in acquisition costs in the accompanying consolidated statements of operations.

(3) Included in operating, maintenance and management in the accompanying consolidated statements of operations.

(4) Included in general and administrative expenses in the accompanying consolidated statements of operations.

(5) Included in tenant reimbursements and other in the accompanying consolidated statements of operations.

24

PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

STEADFAST APARTMENT REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2017

(unaudited)

(6) Property related insurance expense and the amortization of the prepaid insurance deductible account are included in general and administrative expenses in the accompanying consolidated statements of operations. The amortization of the prepaid property insurance is included in operating, maintenance and management expenses in the accompanying consolidated statements of operations. The prepaid insurance is included in other assets in the accompanying consolidated balance sheets upon payment.

(7) Included in building and improvements in the accompanying consolidated balance sheets.

Organization and Offering Costs

Organization and offering costs include all expenses (other than sales commissions and the dealer manager fee) paid by the Company in connection with the Public Offering, including legal, accounting, tax, printing, mailing and filing fees, charges of the Company’s transfer agent, expenses of organizing the Company, data processing fees, advertising and sales literature costs, out-of-pocket due diligence costs and amounts to reimburse the Advisor or its affiliates for the salaries of its employees and other costs in connection with preparing supplemental sales materials and providing other administrative services in connection with the Public Offering. Any such reimbursement will not exceed actual expenses incurred by the Advisor. Following the termination of the Public Offering, the Advisor had an obligation to reimburse the Company to the extent total organization and offering expenses (including sales commissions and dealer manager fees) borne by the Company exceeded 15% of the gross proceeds raised in the Primary Offering. Total organization and offering expenses borne by the Company did not exceed 15% of the gross offering proceeds in the Public Offering.

To the extent the Company did not pay the full sales commissions or dealer manager fee for shares sold in the Public Offering, the Company could also reimburse costs of training and education meetings held by the Company (primarily the travel, meal and lodging costs of registered representatives of broker-dealers), attendance and sponsorship fees and cost reimbursement of employees of the Company’s affiliates to attend seminars conducted by broker-dealers and, in certain cases, reimbursement to participating broker-dealers for technology costs associated with the offering, costs and expenses related to such technology costs, and costs and expenses associated with the facilitation of the marketing of the Company’s shares and the ownership of the Company’s shares by such broker-dealers’ customers.

Organization and offering costs include payments made to Crossroads Capital Advisors, whose parent company indirectly owns 25% of the Sponsor, for certain specified services provided to the Company on behalf of the Advisor, including, without limitation, establishing operational and administrative processes; engaging and negotiating with vendors; providing recommendations and advice for the development of marketing materials and ongoing communications with investors; and assisting in public relations activities and the administration of the DRP and share repurchase plan. As of September 30, 2017 and December 31, 2016, the Advisor had incurred and paid $5,139,326 to Crossroads Capital Advisors for the services described above on the Company’s behalf, all of which was recorded by the Company as offering costs during the applicable periods.

25

PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

STEADFAST APARTMENT REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2017

(unaudited)

The amount of reimbursable organization and offering (“O&O”) costs that have been paid from inception through September 30, 2017, is as follows: 

	Amount			Percentage of Gross Offering Proceeds
Gross offering proceeds:	$	710,434,879		100.00	%
O&O limitation	15.00		%
Total O&O costs available to be paid/reimbursed	$	106,565,232		15.00	%
O&O expenses recorded:
Sales commissions	$	46,367,068		6.53	%
Broker dealer fees	21,151,573			2.98	%
Offering cost reimbursements	17,318,493			2.44	%
Organizational costs reimbursements	42,882			0.01	%
Total O&O cost reimbursements recorded by the Company	$	84,880,016		11.95	%

When recognized, organization costs are expensed as incurred. From inception through September 30, 2017, the Advisor incurred $42,882 of organizational costs on the Company’s behalf, all of which was reimbursed to the Advisor.

Investment Management Fee

The Company pays the Advisor a monthly investment management fee equal to one-twelfth of 1.0% of the cost of the Company’s investments in real properties and real estate-related assets or the Company’s proportionate share thereof in the case of investments made through joint ventures. Such fee is calculated including acquisition fees, acquisition expenses and any debt attributable to such investments.

Acquisition Fees and Expenses

The Company pays the Advisor an acquisition fee equal to 1.0% of the cost of investment, which includes the amount actually paid or budgeted to fund the acquisition, origination, development, construction or improvement (i.e. value-enhancement) of any real property or real estate-related asset acquired. In addition to acquisition fees, the Company reimburses the Advisor for amounts directly incurred by the Advisor and amounts the Advisor pays to third parties in connection with the selection, evaluation, acquisition and development of a property or acquisition of real estate-related assets, whether or not the Company ultimately acquires the property or the real estate-related assets.

The Charter limits the Company’s ability to pay acquisition fees if the total of all acquisition fees and expenses relating to the purchase would exceed 4.5% of the contract purchase price. Under the Charter, a majority of the Company’s board of directors, including a majority of the independent directors, is required to approve any acquisition fees (or portion thereof) that would cause the total of all acquisition fees and expenses relating to an acquisition to exceed 4.5% of the contract purchase price. In connection with the purchase of securities, the acquisition fee may be paid to an affiliate of the Advisor that is registered as a FINRA member broker-dealer if applicable FINRA rules would prohibit the payment of the acquisition fee to a firm that is not a registered broker-dealer. 

Loan Coordination Fee

The Company pays the Advisor or its affiliate a loan coordination fee equal to 1.0% of the initial amount of the new debt financed or outstanding debt assumed in connection with the acquisition, development, construction, improvement or origination of a property or a real estate-related asset. In addition, in connection with any financing or the refinancing of any

26

PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

STEADFAST APARTMENT REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2017

(unaudited)

debt (in each case, other than identified at the time of the acquisition of a property or a real estate-related asset), the Company will pay the Advisor or its affiliate a loan coordination fee equal to 0.75% of the amount of debt financed or refinanced.

Property Management Fees and Expenses

The Company has entered into Property Management Agreements (each, a “Property Management Agreement”) with Steadfast Management Company, Inc., an affiliate of the Sponsor (the “Property Manager”), in connection with the management of each of the Company’s properties. The property management fee payable with respect to each property under the Property Management Agreements at September 30, 2017, ranges from 2.50% to 3.0% of the annual gross revenue collected at the property, as determined by the Advisor and approved by a majority of the Company’s board of directors, including a majority of the independent directors. Each Property Management Agreement has an initial one-year term and continues thereafter on a month-to-month basis unless either party gives a 60-day prior notice of its desire to terminate the Property Management Agreement, provided that the Company may terminate the Property Management Agreement at any time upon a determination of gross negligence, willful misconduct or bad acts of the Property Manager or its employees or upon an uncured breach of the Property Management Agreement upon 30 days’ prior written notice to the Property Manager.

In addition to the property management fee, the Property Management Agreements also specify certain other fees payable to the Property Manager for benefit administration, information technology infrastructure, licenses, and support and training services. The Company also reimburses the Property Manager for the salaries and related benefits of on-site property management employees.

Construction Management Fees and Expenses 

The Company has entered into Construction Management Agreements (each a “Construction Management Agreement”) with Pacific Coast Land & Construction, Inc., an affiliate of the Sponsor (the “Construction Manager”), in connection with capital improvements and renovation or value-enhancement projects for certain properties the Company acquires. The construction management fee payable with respect to each property under the Construction Management Agreements ranges from 8.0% to 12.0% of the costs of the improvements for which the Construction Manager has planning and oversight authority. Generally, each Construction Management Agreement can be terminated by either party with 30 days’ prior written notice to the other party. Construction management fees are capitalized to the respective real estate properties in the period in which they are incurred as such costs relate to capital improvements and renovations for apartment homes taken out of service while they undergo the planned renovation.

The Company may also reimburse the Construction Manager for the salaries and related benefits of its employees for time spent working on capital improvements and renovations.

Property Insurance

The Company deposits amounts with an affiliate of the Sponsor to fund a prepaid insurance deductible account to cover the cost of required insurance deductibles across all properties of the Company and other affiliated entities. Upon filing a major claim, proceeds from the insurance deductible account may be used by the Company or another affiliate of the Sponsor. In addition, the Company deposits amounts with an affiliate of the Sponsor to cover the cost of property and property related insurance across certain properties of the Company.

Other Operating Expense Reimbursement

In addition to the various fees paid to the Advisor, the Company is obligated to pay directly or reimburse all expenses incurred by the Advisor in providing services to the Company, including the Company’s allocable share of the Advisor’s overhead, such as rent, employee costs, utilities and information technology costs. The Company will not reimburse the Advisor for employee costs in connection with services for which the Advisor or its affiliates receive acquisition fees or disposition fees or for the salaries the Advisor pays to the Company’s executive officers.

The Charter limits the Company’s total operating expenses during any four fiscal quarters to the greater of 2% of the Company’s average invested assets or 25% of the Company’s net income for the same period (the “2%/25% Limitation”). The

27

PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

STEADFAST APARTMENT REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2017

(unaudited)

Company may reimburse the Advisor, at the end of each fiscal quarter, for operating expenses incurred by the Advisor; provided, however, that the Company shall not reimburse the Advisor at the end of any fiscal quarter for operating expenses that exceed the 2%/25% Limitation unless the independent directors have determined that such excess expenses were justified based on unusual and non-recurring factors. The Advisor must reimburse the Company for the amount by which the Company’s operating expenses for the preceding four fiscal quarters then ended exceed the 2%/25% Limitation, unless approved by the independent directors. For purposes of determining the 2%/25% Limitation amount, “average invested assets” means the average monthly book value of the Company’s assets invested directly or indirectly in equity interests and loans secured by real estate during the 12-month period before deducting depreciation, bad debts reserves or other non-cash reserves. “Total operating expenses” means all expenses paid or incurred by the Company that are in any way related to the Company’s operation, including the Company’s allocable share of Advisor overhead and investment management fees, but excluding (a) the expenses of raising capital such as organization and offering expenses, legal, audit, accounting, underwriting, brokerage, listing, registration and other fees, printing and other such expenses and taxes incurred in connection with the issuance, distribution, transfer, listing and registration of shares of the Company’s common stock; (b) interest payments; (c) taxes; (d) non-cash expenditures such as depreciation, amortization and bad debt reserves; (e) reasonable incentive fees based on the gain in the sale of the Company’s assets; (f) acquisition fees and acquisition expenses (including expenses relating to potential acquisitions that the Company does not close); (g) real estate commissions on the resale of investments; and (h) other expenses connected with the acquisition, disposition, management and ownership of investments (including the costs of foreclosure, insurance premiums, legal services, maintenance, repair and improvement of real property).

At September 30, 2017, the Company’s total operating expenses, as defined above, did not exceed the 2%/25% Limitation.

Disposition Fee

If the Advisor or its affiliates provide a substantial amount of services in connection with the sale of a property or real estate-related asset as determined by a majority of the Company’s independent directors, the Company will pay the Advisor or its affiliates one-half of the brokerage commissions paid, but in no event to exceed 1% of the sales price of each property or real estate-related asset sold. To the extent the disposition fee is paid upon the sale of any assets other than real property, it will be included as an operating expense for purposes of the 2%/25% Limitation. In connection with the sale of securities, the disposition fee may be paid to an affiliate of the Advisor that is registered as a FINRA member broker-dealer if applicable FINRA rules would prohibit the payment of the disposition fee to a firm that is not a registered broker-dealer. As of September 30, 2017, the Company had not sold or otherwise disposed of any properties or any real estate-related assets. Accordingly, the Company had not incurred any disposition fees as of September 30, 2017. 

Selling Commissions and Dealer Manager Fees

The Company paid the Dealer Manager up to 7% and 3% of the gross offering proceeds from the Primary Offering as selling commissions and dealer manager fees, respectively. The Dealer Manager reallowed 100% of sales commissions earned to participating broker-dealers. The Dealer Manager could also reallow to any participating broker-dealer a portion of the dealer manager fee that was attributable to that participating broker-dealer for certain marketing costs of that participating broker-dealer. The Dealer Manager negotiated the reallowance of the dealer manager fee on a case-by-case basis with each participating broker-dealer subject to various factors associated with the cost of the marketing program. The Company allowed a participating broker-dealer to elect to receive the 7% selling commission at the time of sale or elect to have the selling commission paid on a trailing basis. A participating broker-dealer that elected to receive a trailing selling commission is paid as follows: 3% at the time of sale and the remaining 4% paid ratably (1% per year) on each of the first four anniversaries of the sale. A reduced sales commission and dealer manager fee was paid in connection with volume discounts and certain other categories of sales. No sales commission or dealer manager fee was paid with respect to shares of common stock issued pursuant to the DRP. The Company terminated the Public Offering on March 24, 2016, and as of September 30, 2017 and December 31, 2016, expects to pay trailing selling commissions of $620,470 and $797,281, respectively, which were charged to additional paid-in capital and included within amounts due to affiliates in the accompanying consolidated balance sheets.

28

PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

STEADFAST APARTMENT REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2017

(unaudited)

8.Incentive Award Plan and Independent Director Compensation

The Company has adopted an incentive award plan (the “Incentive Award Plan”) that provides for the grant of equity awards to its employees, directors and consultants and those of the Company’s affiliates. The Incentive Award Plan authorizes the grant of non-qualified and incentive stock options, restricted stock awards, restricted stock units, stock appreciation rights, dividend equivalents and other stock-based awards or cash-based awards.

Under the Company’s independent directors’ compensation plan, which is a sub-plan of the Incentive Award Plan, each of the Company’s independent directors received 3,333 shares of restricted common stock once the Company raised $2,000,000 in gross offering proceeds in the Public Offering. Each subsequent independent director that joins the Company’s board of directors receives 3,333 shares of restricted common stock upon election to the Company’s board of directors. In addition, on the date following an independent director’s re-election to the Company’s board of directors, he or she receives 1,666 shares of restricted common stock. One-fourth of the shares of restricted common stock generally vest and become non-forfeitable upon issuance and the remaining portion will vest in three equal annual installments beginning on the date of grant and ending on the third anniversary of the date of grant; provided, however, that the restricted stock will become fully vested and become non-forfeitable on the earlier to occur of (1) the termination of the independent director’s service as a director due to his or her death or disability or (2) a change in control of the Company. These awards entitle the holders to participate in distributions.

The Company recorded stock-based compensation expense of $32,263 and $66,019 for the three and nine months ended September 30, 2017 and $39,306 and $76,797 for the three and nine months ended September 30, 2016, respectively, related to the independent directors’ restricted common stock.

In addition to the stock awards, the Company pays each of its independent directors an annual retainer of $55,000, prorated for any partial term (the audit committee chairperson receives an additional $10,000 annual retainer, prorated for any partial term). The independent directors are also paid for attending meetings as follows: (i) $2,500 for each board meeting attended in person, (ii) $1,500 for each committee meeting attended in person in such director’s capacity as a committee member, (iii) $1,000 for each board meeting attended via teleconference (not to exceed $4,000 for any one set of meetings attended on any given day). All directors also receive reimbursement of reasonable out of pocket expenses incurred in connection with attendance at meetings of the board of directors. Director compensation is an operating expense of the Company that is subject to the operating expense reimbursement obligation of the Advisor discussed in Note 7. The Company recorded an operating expense of $66,250 and $186,750 for the three and nine months ended September 30, 2017, and $60,750 and $180,250 for the three and nine months ended September 30, 2016, related to the independent directors’ annual retainer and attending board meetings, which is included in general and administrative expenses in the accompanying consolidated statements of operations. As of September 30, 2017 and December 31, 2016, $66,250 and $58,750, respectively, related to the independent directors’ annual retainer and board meetings attendance is included in accounts payable and accrued liabilities in the accompanying consolidated balance sheets.

9.Commitments and Contingencies

Economic Dependency

The Company is dependent on the Advisor for certain services that are essential to the Company, including the identification, evaluation, negotiation, purchase and disposition of real estate and real estate-related investments; management of the daily operations of the Company’s real estate and real estate-related investment portfolio; and other general and administrative responsibilities. In the event that the Advisor is unable to provide such services, the Company will be required to obtain such services from other sources. The Company may not be able to retain services from such other sources on favorable terms or at all.

29

PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

STEADFAST APARTMENT REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2017

(unaudited)

Concentration of Credit Risk

The geographic concentration of the Company’s portfolio makes it particularly susceptible to adverse economic developments in the Atlanta, Georgia, Dallas/Fort Worth, Texas and Nashville, Tennessee apartment markets. Any adverse economic or real estate developments in these markets, such as business layoffs or downsizing, relocations of businesses, increased competition from other apartment communities, decrease in demand for apartments or any other changes, could adversely affect the Company’s operating results and its ability to make distributions to stockholders.

Environmental

As an owner of real estate, the Company is subject to various environmental laws of federal, state and local governments. The Company is not aware of any environmental liability that could have a material adverse effect on its financial condition or results of operations. However, changes in applicable environmental laws and regulations, the uses and conditions of properties in the vicinity of the Company’s properties, the activities of its tenants and other environmental conditions of which the Company is unaware with respect to the properties could result in future environmental liabilities.

Legal Matters

From time to time, the Company is subject, or party, to legal proceedings that arise in the ordinary course of its business. Management is not aware of any legal proceedings of which the outcome is reasonably likely to have a material adverse effect on the Company’s results of operations or financial condition nor is the Company aware of any such legal proceedings contemplated by government agencies.

10.Derivative Financial Instruments

The Company uses interest rate derivatives with the objective of managing exposure to interest rate movements thereby minimizing the effect of interest rate changes and the effect they could have on future cash flows. Interest rate cap agreements are used to accomplish this objective. The following table provides the terms of the Company’s interest rate derivative instruments that were in effect at September 30, 2017 and December 31, 2016:

September 30, 2017
Type	Maturity Date Range	Based on	Number of Instruments	Notional Amount		Variable Rate	Weighted Average Rate Cap	Fair Value
Interest Rate Cap	6/1/2018 - 1/1/2020	One-Month LIBOR	23	$	690,536,100	1.23%	3.15%	$	56,816

December 31, 2016
Type	Maturity Date Range	Based on	Number of Instruments	Notional Amount		Variable Rate	Weighted Average Rate Cap	Fair Value
Interest Rate Cap	6/1/2018 - 1/1/2020	One-Month LIBOR	23	$	690,536,100	0.77%	2.83%	$	495,077

The interest rate cap agreements are not designated as effective cash flow hedges. Accordingly, the Company records any changes in the fair value of the interest rate cap agreements as interest expense. The change in the fair value of the interest rate cap agreements for the three and nine months ended September 30, 2017, resulted in an unrealized loss of $42,607 and $438,261 and for the three and nine months ended September 30, 2016, resulted in an unrealized loss of $73,518 and $691,969, respectively, which is included in interest expense in the accompanying consolidated statements of operations. During the nine months ended September 30, 2017 and 2016, the Company acquired interest rate cap agreements of $0 and $116,100, respectively. The fair value of the interest rate cap agreements of $56,816 and $495,077 as of September 30, 2017 and December 31, 2016, is included in other assets on the accompanying consolidated balance sheets.

30

PART I — FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

STEADFAST APARTMENT REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2017

(unaudited)

11.Subsequent Events

Distributions Paid

On October 2, 2017, the Company paid distributions of $3,744,290, which related to distributions declared for each day in the period from September 1, 2017 through September 30, 2017 and consisted of cash distributions paid in the amount of $1,830,578 and $1,913,712 in shares issued pursuant to the DRP.

On November 1, 2017, the Company paid distributions of $3,878,195, which related to distributions declared for each day in the period from October 1, 2017 through October 31, 2017 and consisted of cash distributions paid in the amount of $1,909,538 and $1,968,657 in shares issued pursuant to the DRP.

Shares Repurchased

On October 30, 2017, the Company repurchased 148,203 shares of its common stock for a total repurchase value of $2,096,507, or $14.15 average price per share, pursuant to the Company’s share repurchase plan.

Distributions Declared

On November 8, 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 of the period commencing on January 1, 2018 and ending on March 31, 2018. The distributions will be equal to $0.002466 per share of the Company’s common stock. The distributions for each record date in January 2018, February 2018 and March 2018 will be paid in February 2018, March 2018 and April 2018, respectively. The distributions will be payable to stockholders from legally available funds therefor.

Amendment to Advisory Agreement

On November 8, 2017, the Company entered into Amendment No. 4 (the “Amendment”) to the Advisory Agreement. The Amendment renews the term of the Advisory Agreement, effective as of December 13, 2017, for an additional one-year term ending on December 13, 2018.

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PART I — FINANCIAL INFORMATION (continued)

Item2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the accompanying unaudited consolidated financial statements of Steadfast Apartment REIT, Inc. and the notes thereto. As used herein, the terms “we,” “our” and “us” refer to Steadfast Apartment REIT, Inc., a Maryland corporation, and, as required by context, Steadfast Apartment REIT Operating Partnership, L.P., a Delaware limited partnership, which we refer to as our “Operating Partnership” and to their subsidiaries. Capitalized terms not defined shall have the meanings given such terms in Part I, Item 1 of this quarterly report.

Forward-Looking Statements

Certain statements included in this Quarterly Report on Form 10-Q 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, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. 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. Factors that could have a material adverse effect on our operations and future prospects include, but are not limited to:

• the fact that we have a limited operating history and commenced operations on May 22, 2014;

• the fact that we have had a net loss for each quarterly and annual period since inception; 

• changes in economic conditions generally and the real estate and debt markets specifically; 

• our ability to secure resident leases for our multifamily properties at favorable rental rates; 

• risks inherent in the real estate business, including resident defaults, potential liability relating to environmental matters and the lack of liquidity of real estate investments; 

• the fact that we pay fees and expenses to our advisor and its affiliates that were not negotiated on an arm’s length basis and the fact that the payment of these fees and expenses increases the risk that our stockholders will not earn a profit on their investment in us; 

• our ability to retain our executive officers and other key personnel of our advisor, our property manager and other affiliates of our advisor; 

• our ability to generate sufficient cash flows to pay distributions for our stockholders;

• legislative or regulatory changes (including changes to the laws governing the taxation of real estate investment trusts, or REITs); 

• the availability of capital; 

• changes in interest rates; and 

• changes to generally accepted accounting principles, or GAAP.

Any of the assumptions underlying forward-looking statements could be inaccurate. You are cautioned not to place undue reliance on any forward-looking statements included in this quarterly report. All forward-looking statements are made as of the date of this quarterly report and the risk that actual results will differ materially from the expectations expressed in this quarterly report will increase with the passage of time. Except as otherwise required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements after the date of this quarterly report, whether as a result of new information, future events, changed circumstances or any other reason. In light of the significant

32

PART I — FINANCIAL INFORMATION (continued)

uncertainties inherent in the forward-looking statements included in this quarterly report, the inclusion of such forward-looking statements should not be regarded as a representation by us or any other person that the objectives and plans set forth in this quarterly report will be achieved.

All forward looking statements included herein should be read in light of the factors identified in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2016, filed with the Securities and Exchange Commission, or the SEC, on March 17, 2017.

Overview

We were formed on August 22, 2013, as a Maryland corporation that elected to and qualifies as a REIT. We own and operate a diverse portfolio of multifamily properties located in targeted markets throughout the United States. In the future we may acquire additional multifamily properties. We may also make selective strategic acquisitions of other types of commercial properties. We may also acquire or originate mortgage, mezzanine, bridge and other real estate loans and equity securities of other real estate companies.

On December 30, 2013, we commenced our initial public offering of up to 66,666,667 shares of common stock at an initial price of $15.00 per share and up to 7,017,544 shares of common stock pursuant to our distribution reinvestment plan at an initial price of $14.25 per share. On March 24, 2016, we terminated our initial public offering. As of March 24, 2016, we had sold 48,625,651 shares of common stock for gross offering proceeds of $724,849,631, including 1,011,561 shares of common stock issued pursuant to our distribution reinvestment plan for gross offering proceeds of $14,414,752. Following the termination of our initial public offering, we continue to offer shares of our common stock pursuant to our distribution reinvestment plan. As of September 30, 2017, we had sold 51,024,136 shares of common stock for gross proceeds of $759,833,910, including 3,410,109 shares of common stock issued pursuant to our distribution reinvestment plan for gross offering proceeds of $49,399,031.

On March 24, 2016, our board of directors determined an estimated value per share of our common stock of $14.46 as of December 31, 2015. On February 14, 2017, our board of directors determined an estimated value per share of our common stock of $14.85 as of December 31, 2016. In connection with the determination of our estimated value per share, on February 14, 2017 and March 24, 2016, our board of directors increased the purchase price of shares offered pursuant to our distribution reinvestment plan to $14.85 and $14.46, effective March 1, 2017 and May 1, 2016, respectively. In the future, our board of directors may, in its sole discretion and from time to time, change the price at which we offer shares pursuant to our distribution reinvestment plan to reflect changes in our estimated value per share and other factors that our board of directors deems relevant.

Subject to certain restrictions and limitations, Steadfast Apartment Advisor, LLC, our advisor, manages our day-to-day operations and our portfolio of properties and real estate-related assets. Our advisor sources and presents investment opportunities to our board of directors. Our advisor also provides investment management, marketing, investor relations and other administrative services on our behalf.

Substantially all of our business is conducted through our Operating Partnership. We are the sole general partner of our Operating Partnership and one of our wholly-owned subsidiaries is the only limited partner of our Operating Partnership. As we accepted subscriptions for shares of common stock, we transferred substantially all of the net proceeds of the initial public offering to our Operating Partnership as a capital contribution. The limited partnership agreement of our Operating Partnership provides that our Operating Partnership will be operated in a manner that will enable us to (1) satisfy the requirements for being classified as a REIT for federal income tax purposes, (2) avoid any federal income or excise tax liability and (3) ensure that our Operating Partnership will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code, which classification could result in our Operating Partnership being taxed as a corporation, rather than as a disregarded entity. In addition to the administrative and operating costs and expenses incurred by our Operating Partnership in acquiring and operating our investments, our Operating Partnership will pay all of our administrative costs and expenses, and such expenses will be treated as expenses of our Operating Partnership.

We elected to be taxed as a REIT under the Internal Revenue Code commencing with our taxable year ended December 31, 2014. As a REIT, we generally will not be subject to federal income tax to the extent that we distribute qualifying dividends to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year in which qualification is lost, unless the Internal Revenue Service grants us relief under certain statutory provisions. Failing to qualify as a REIT could materially and adversely affect our net income and results of operations.

33

PART I — FINANCIAL INFORMATION (continued)

Market Outlook

The economy in the United States has improved since the last recession; however, there is no assurance that economic conditions will continue to improve or will not worsen in the future. We believe economic and demographic trends will benefit our existing portfolio and we have unique future investment opportunities, particularly in the multifamily sector. Home ownership rates are the lowest they have been since 1967. Demographic and economic factors favor the flexibility of rental housing and discourage the potential financial burden associated with home ownership. Additionally, Millennials and Baby Boomers, the two largest demographic groups comprising roughly half of the total population in the United States, are increasingly choosing rental housing over home ownership. Demographic studies suggest that Baby Boomers are downsizing their suburban homes and relocating to multifamily apartments. Millennials are renting multifamily apartments due to high levels of student debt and increased credit standards in order to qualify for a home mortgage. According to the Federal Reserve Bank of New York, aggregate student debt has surpassed automotive, home equity lines of credit and credit card debt. Millennials are also getting married and having children later and are choosing to live in apartment communities until their mid-30s. Today, 30% of Millennials are still living with their parents or are still in school. When they get a job, Millennials will likely rent moderate income apartments based upon an average income of $35,000 to $55,000. Our plan is to provide rental housing for these generational groups as they age. We believe these factors will continue to contribute to the demand for multifamily housing.

Our Real Estate Portfolio

As of September 30, 2017, we owned the 34 multifamily apartment communities listed below:

									Average Monthly Occupancy(1) as of				Average Monthly Rent(2) as of
	Property Name	Location	Purchase Date	Number of Units	Contract Purchase Price		Mortgage Debt Outstanding(3)		Sep 30, 2017		Dec 31, 2016		Sep 30, 2017		Dec 31, 2016
1	Villages at Spring Hill Apartments	Spring Hill, TN	5/22/2014	176	$	14,200,000	$	9,883,514	95.5	%	97.7	%	$	1,052	$	973
2	Harrison Place Apartments	Indianapolis, IN	6/30/2014	307	27,864,250		19,429,886		95.1	%	96.1	%	942		906
3	Club at Summer Valley	Austin, TX	8/28/2014	260	21,500,000		14,970,865		93.5	%	94.6	%	925		910
4	Terrace Cove Apartment Homes	Austin, TX	8/28/2014	304	23,500,000		16,363,504		92.4	%	92.1	%	920		902
5	The Residences on McGinnis Ferry	Suwanee, GA	10/16/2014	696	98,500,000		73,395,680		91.8	%	87.9	%	1,250		1,208
6	The 1800 at Barrett Lakes	Kennesaw, GA	11/20/2014	500	49,000,000		34,181,554		91.0	%	92.4	%	982		923
7	The Oasis	Colorado Springs, CO	12/19/2014	252	40,000,000		27,868,818		94.4	%	95.2	%	1,376		1,239
8	Columns on Wetherington	Florence, KY	2/26/2015	192	25,000,000		17,401,450		92.7	%	93.2	%	1,065		1,046
9	Preston Hills at Mill Creek	Buford, GA	3/10/2015	464	51,000,000		35,563,667		90.9	%	90.9	%	1,082		1,086
10	Eagle Lake Landing Apartments	Speedway, IN	3/27/2015	277	19,200,000		13,319,174		95.7	%	93.5	%	852		824
11	Reveal on Cumberland	Fishers, IN	3/30/2015	220	29,500,000		22,042,039		95.0	%	93.6	%	1,076		1,017
12	Randall Highlands Apartments	North Aurora, IL	3/31/2015	146	32,115,000		22,365,627		93.8	%	89.0	%	1,742		1,796
13	Heritage Place Apartments	Franklin, TN	4/27/2015	105	9,650,000		7,094,849		96.2	%	90.5	%	1,095		1,041
14	Rosemont at East Cobb	Marietta, GA	5/21/2015	180	16,450,000		11,392,428		89.4	%	90.0	%	956		931
15	Ridge Crossings Apartments	Hoover, AL	5/28/2015	720	72,000,000		50,217,490		93.5	%	92.1	%	954		916
16	Bella Terra at City Center	Aurora, CO	6/11/2015	304	37,600,000		26,172,987		96.1	%	93.1	%	1,091		1,052

34

PART I — FINANCIAL INFORMATION (continued)

									Average Monthly Occupancy(1) as of				Average Monthly Rent(2) as of
	Property Name	Location	Purchase Date	Number of Units	Contract Purchase Price		Mortgage Debt Outstanding(3)		Sep 30, 2017		Dec 31, 2016		Sep 30, 2017		Dec 31, 2016
17	Hearthstone at City Center	Aurora, CO	6/25/2015	360	$	53,400,000	$	37,199,662	96.1	%	93.1	%	$	1,188	$	1,137
18	Arbors at Brookfield	Mauldin, SC	6/30/2015	702	66,800,000		45,131,995		90.9	%	90.7	%	866		841
19	Carrington Park	Kansas City, MO	8/19/2015	298	39,480,000		29,487,801		92.6	%	92.6	%	1,052		1,011
20	Delano at North Richland Hills	North Richland Hills, TX	8/26/2015	263	38,500,000		28,825,915		96.2	%	95.1	%	1,357		1,314
21	Meadows at North Richland Hills	North Richland Hills, TX	8/26/2015	252	32,600,000		24,408,437		94.4	%	95.2	%	1,300		1,240
22	Kensington by the Vineyard	Euless, TX	8/26/2015	259	46,200,000		34,056,761		94.2	%	95.4	%	1,498		1,487
23	Monticello by the Vineyard	Euless, TX	9/23/2015	354	52,200,000		39,076,263		96.0	%	97.2	%	1,317		1,251
24	The Shores	Oklahoma City, OK	9/29/2015	300	36,250,000		24,291,470		90.3	%	88.0	%	996		958
25	Lakeside at Coppell	Coppell, TX	10/7/2015	315	60,500,000		45,182,550		93.7	%	93.7	%	1,710		1,651
26	Meadows at River Run	Bolingbrook, IL	10/30/2015	374	58,500,000		43,268,332		94.7	%	92.2	%	1,385		1,215
27	PeakView at T-Bone Ranch	Greeley, CO	12/11/2015	224	40,300,000		28,082,721		96.0	%	89.7	%	1,262		1,239
28	Park Valley Apartments	Smyrna, GA	12/11/2015	496	51,400,000		38,480,208		92.1	%	91.7	%	954		896
29	PeakView by Horseshoe Lake	Loveland, CO	12/18/2015	222	44,200,000		33,089,756		97.3	%	91.0	%	1,382		1,365
30	Stoneridge Farms	Smyrna, TN	12/30/2015	336	47,750,000		—		93.5	%	91.7	%	1,112		1,067
31	Fielder’s Creek	Englewood, CO	3/23/2016	217	32,400,000		—		94.9	%	93.5	%	1,162		1,102
32	Landings of Brentwood	Brentwood, TN	5/18/2016	724	110,000,000		—		94.9	%	89.5	%	1,191		1,222
33	1250 West Apartments	Marietta, GA	8/12/2016	468	55,772,500		41,668,261		92.7	%	93.2	%	981		977
34	Sixteen50 @ Lake Ray Hubbard	Rockwall, TX	9/29/2016	334	66,050,000		44,333,533		93.7	%	91.0	%	1,551		1,579
				11,601	$	1,499,381,750	$	938,247,197	93.5	%	92.2	%	$	1,140	$	1,102

________________

(1) At September 30, 2017, our portfolio was approximately 96.1% leased, calculated using the number of occupied and contractually leased units divided by total units.

(2) Average monthly rent is based upon the effective rental income after considering the effect of vacancies, concessions and write-offs.

(3) Mortgage debt outstanding is net of deferred financing costs and loan discount associated with the loans for each individual property listed above but excludes the principal balance of $45,000,000 and associated deferred financing costs of $652,323 related to the revolving credit facilities at the company level.

Critical Accounting Policies

The preparation of our financial statements requires significant management judgments, assumptions and estimates about matters that are inherently uncertain. These judgments affect the reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in our financial statements. Additionally, other companies may utilize different estimates that may impact the comparability of our results of

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PART I — FINANCIAL INFORMATION (continued)

operations to those of companies in similar businesses. A discussion of the accounting policies that management considers critical in that they involve significant management judgments, assumptions and estimates is included in our Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on March 17, 2017. There have been no significant changes to our accounting policies during the period covered by this report. See also Note 2 to our unaudited consolidated financial statements in this quarterly report in the discussion of our significant accounting policies.

Organization and Offering Costs

Organization and offering expenses included all expenses (other than sales commissions and the dealer manager fee) paid by us in connection with our initial public offering, including legal, accounting, tax, printing, mailing and filing fees, charges of our escrow agent and transfer agent, expenses of organizing our company, data processing fees, advertising and sales literature costs, transfer agent costs, out-of-pocket due diligence costs and amounts to reimburse our advisor, or its affiliates for the salaries of its employees and other costs in connection with preparing supplemental sales materials and providing other administrative services in connection with our initial public offering. Any such reimbursement did not exceed actual expenses incurred by our advisor. Following the termination of our initial public offering, our advisor had an obligation to reimburse us to the extent total organization and offering expenses borne by us (including selling commissions and dealer manager fees) exceeded 15% of the gross proceeds raised in our initial public offering. No amounts were owed to us by our advisor pursuant to the advisory agreement because total organization and offering expenses did not exceed 15% of the gross offering proceeds raised in our initial public offering.

To the extent we did not pay the full sales commissions or dealer manager fee for shares sold in our initial public offering, we could also reimburse costs of training and education meetings held by us (primarily the travel, meal and lodging costs of registered representatives of broker-dealers), attendance and sponsorship fees and cost reimbursement of employees of our affiliates to attend seminars conducted by broker-dealers and, in certain cases, reimbursement to participating broker-dealers for technology costs associated with our initial public offering, costs and expenses related to such technology costs, and costs and expenses associated with the facilitation of the marketing of our shares and the ownership of our shares by such broker-dealers’ customers. Through the termination of our initial public offering, underwriting compensation paid by us did not exceed 10% of the gross offering proceeds raised in our initial public offering.

When recognized, organization costs are expensed as incurred. Offering costs, including selling commissions and dealer manager fees, are deferred and charged to stockholders’ equity as such amounts are reimbursed to the advisor, the dealer manager or their affiliates from gross offering proceeds.

Income Taxes

We elected to be taxed as a REIT under the Internal Revenue Code and have operated as such commencing with the taxable year ended December 31, 2014. To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our annual REIT taxable income to our stockholders (which is computed without regard to the dividends-paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP). As a REIT, we generally are not be subject to federal income tax to the extent we distribute qualifying dividends to our stockholders. If we fail to qualify as a REIT in any taxable year, we would be subject to federal income tax on our taxable income at regular corporate income tax rates and generally would not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification would have been lost, unless the Internal Revenue Service grants us relief under certain statutory provisions. Such an event would materially adversely affect our net income and net cash available for distribution to stockholders. However, we believe we are organized and operate in such a manner as to, and do, qualify for treatment as a REIT.

We follow the income tax guidance under GAAP to recognize, measure, present and disclose in our consolidated financial statements uncertain tax positions that we have taken or expect to take on a tax return. As of September 30, 2017 and December 31, 2016, we did not have any liabilities for uncertain tax positions that we believe should be recognized in our consolidated financial statements. We have not been assessed interest or penalties by any major tax jurisdictions. Our evaluation was performed for the tax years ended December 31, 2016, 2015 and 2014.

Distributions

Our board of directors has declared daily distributions that are paid on a monthly basis. We expect to continue paying monthly distributions unless our results of operations, our general financial condition, general economic conditions or other factors prohibit us from doing so. We may declare distributions in excess of our funds from operations. As a result, our

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PART I — FINANCIAL INFORMATION (continued)

distribution rate and payment frequency may vary from time to time. However, to continue to qualify as a REIT for tax purposes, we must make distributions equal to at least 90% of our “REIT taxable income” each year.

Distributions declared (1) accrue daily to our stockholders of record as of the close of business on each day, (2) are payable in cumulative amounts on or before the third day of each calendar month with respect to the prior month and (3) were calculated at a rate of $0.002466 per share per day during the period from January 1, 2017 through September 30, 2017, which if paid over a 365-day period is equivalent to a 6.0% annualized distribution rate based on a purchase price of $15.00 per share of common stock.

The distributions declared and paid during the first, second and third fiscal quarters of 2017, along with the amount of distributions reinvested pursuant to the distribution reinvestment plan were as follows:

					Distributions Paid(3)						Sources of Distributions Paid
Period	Distributions Declared(1)		Distributions Declared Per Share(1)(2)		Cash		Reinvested		Total		Cash Flow From Operations		Revolving Line of Credit		Net Cash Provided by Operating Activities
First Quarter 2017	$	11,078,212	$	0.222	$	5,255,684	$	5,787,328	$	11,043,012	$	8,000,690	$	3,042,322	$	8,000,690
Second Quarter 2017	11,267,096		0.224		5,485,359		5,883,326		11,368,685		9,630,375		1,738,310		9,630,375
Third Quarter 2017	11,458,896		0.227		5,561,473		5,875,349		11,436,822		9,903,933		1,532,889		9,903,933
	$	33,804,204	$	0.673	$	16,302,516	$	17,546,003	$	33,848,519	$	27,534,998	$	6,313,521	$	27,534,998

____________________

(1) Distributions during the three and nine months ended September 30, 2017, were based on daily record dates and calculated at a rate of $0.002466 per share per day.

(2) Assumes each share was issued and outstanding each day during the periods presented.

(3) Distributions are paid on a monthly basis. Distributions for all record dates of a given month are paid approximately three days following month end.

For the three and nine months ended September 30, 2017, we paid aggregate distributions of $11,436,822 and $33,848,519, including $5,561,473 and $16,302,516 of distributions paid in cash and 395,646 and 1,188,792 shares of our common stock issued pursuant to our distribution reinvestment plan for $5,875,349 and $17,546,003, respectively. For the three and nine months ended September 30, 2017, our net loss was $8,132,098 and $23,504,195, we had funds from operations, or FFO, of $8,904,535 and $27,656,825 and net cash provided by operations of $9,903,933 and $27,534,998, respectively. For the three and nine months ended September 30, 2017, we funded $9,903,933 and $27,534,998, or 87% and 81%, and $1,532,889 and $6,313,521, or 13% and 19%, of total distributions paid, including shares issued pursuant to our distribution reinvestment plan, from net cash provided by operating activities and from proceeds from our revolving line of credit, respectively. Since inception, of the $94,201,309 in total distributions paid through September 30, 2017, including shares issued pursuant to our distribution reinvestment plan, 71% of such amounts were funded from cash flow from operations, 7% were funded from proceeds from our revolving line of credit and 22% were funded from net public offering proceeds. For information on how we calculate FFO and the reconciliation of FFO to net loss, see “—Funds from Operations and Modified Funds from Operations.”

Our long-term policy is to pay distributions solely from cash flow from operations. Because we may receive income from interest or rents at various times during our fiscal year and because we may need cash flow from operations during a particular period to fund capital expenditures and other expenses, we expect that from time to time during our operational stage, we will authorize and declare, and from time to time have authorized and declared, distributions in anticipation of cash flow that we expect to receive during a later period, and we expect to pay these distributions in advance of our actual receipt of these funds. In these instances, our board of directors has the authority under our organizational documents, to the extent permitted by Maryland law, to fund distributions from sources such as borrowings, offering proceeds or advances and the deferral of fees and expense reimbursements by our advisor, in its sole discretion. We have not established a limit on the amount of funds we may use from sources other than cash flow from operations to pay distributions. If we pay distributions from sources other than cash flow from operations, we will have fewer funds available for investments.

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PART I — FINANCIAL INFORMATION (continued)

Inflation

Substantially all of our multifamily property leases are for a term of one year or less. In an inflationary environment, this may allow us to realize increased rents upon renewal of existing leases or the beginning of new leases. Short-term leases generally will minimize our risk from the adverse effects of inflation, although these leases generally permit residents to leave at the end of the lease term and therefore will expose us to the effects of a decline in market rents. In a deflationary rent environment, we may be exposed to declining rents more quickly under these shorter term leases.

As of September 30, 2017, we had not entered into any material leases as a lessee.

REIT Compliance

To continue to qualify as a REIT for tax purposes, we are required to distribute at least 90% of our REIT taxable income (which is computed without regard to the dividends-paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP) to our stockholders. We must also meet certain asset and income tests, as well as other requirements. We monitor the operations and transactions that may potentially impact our REIT status. If we fail to qualify as a REIT in any taxable year following the year we initially elect to be taxed as a REIT, we will be subject to federal income tax (including any applicable alternative minimum tax) on our taxable income at regular corporate rates.

Liquidity and Capital Resources

We use secured borrowings, and intend to use in the future secured and unsecured borrowings. At September 30, 2017, our debt was approximately 59% of the value of our properties, as determined by an independent third-party appraiser. Going forward, we expect that our borrowings will be approximately 55% to 60% of the value of our properties (after debt amortization) and other real estate-related assets. For valuation purposes, the value of a property will equal the value determined by an independent qualified valuation expert. Under our Articles of Amendment and Restatement, or our charter, we are prohibited from borrowing in excess of 300% of the value of our net assets, which generally approximates to 75% of the aggregate cost of our assets, though we may exceed this limit under certain circumstances.

In addition to making investments in accordance with our investment objectives, we use our capital resources to make certain payments to our advisor and its affiliates. During our organization and offering stage, we made payments to the dealer manager for sales commissions and the dealer manager fees and payments to our advisor for reimbursement of certain organization and offering expenses. Currently, during our operating stage, we make payments to our advisor in connection with the acquisition of investments, the management of our assets and costs incurred by our advisor in providing services to us.

Our principal demand for funds will be to fund value-enhancement and other capital improvement projects, to pay operating expenses and interest on our outstanding indebtedness and to make distributions to our stockholders. Over time, we intend to generally fund our cash needs, other than asset acquisitions, from operations. Otherwise, we expect that our principal sources of working capital will include:

• current unrestricted cash balance, which was $22,435,114 as of September 30, 2017;

• various forms of secured and unsecured financing;

• borrowings under master repurchase agreements;

• equity capital from joint venture partners; and

• proceeds from our distribution reinvestment plan.

Over the short term, we believe that our sources of capital, specifically our cash balances, cash flow from operations, our ability to raise equity capital from joint venture partners and our ability to obtain various forms of secured and unsecured financing, including financing pursuant to our credit facility and line of credit each described below, will be adequate to meet our liquidity requirements and capital commitments.

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PART I — FINANCIAL INFORMATION (continued)

Over the longer term, in addition to the same sources of capital we will rely on to meet our short-term liquidity requirements, we may also conduct additional public or private offerings of our securities. We expect these resources will be adequate to fund our operating activities, debt service and distributions, and will be sufficient to fund our ongoing operating activities as well as providing capital for investment in future development and other joint ventures along with potential forward purchase commitments.

On August 26, 2015, we entered into a revolving credit facility with PNC Bank, National Association or PNC Bank, in an amount not to exceed $200,000,000, which provides for advances to purchase properties or refinance existing properties from time to time (subject to certain debt service and loan to value requirements). The credit facility has a maturity date of September 1, 2020, subject to extension. The maximum amount that may be drawn under the credit facility may be increased to up to $350,000,000 at any time during the period from January 1, 2016, to 12 months prior to the maturity date. Advances made under the credit facility will be secured by the purchased property for which such advances are used. As of September 30, 2017, $186,300,000 was outstanding on our credit facility. Interest on the outstanding principal balances of advances accrue at one-month LIBOR plus (1) the servicing spread of 0.05% and (2) the net spread, based on the debt service coverage ratio, of between 1.80% and 2.10%, as further described in the applicable notes. Monthly interest payments are due and payable on the first day of each month until the maturity date. The entire outstanding principal balance and any accrued and unpaid interest on all advances are due and payable in full on the maturity date. For additional information on our credit facility, see Note 5 to the unaudited consolidated financial statements contained in this quarterly report.

On May 18, 2016, we entered into a secured revolving line of credit facility with PNC Bank in an amount not to exceed $65,000,000. The line of credit provides for advances solely for the purpose of financing the costs in connection with acquisitions and development of real estate projects and for general corporate purposes (subject to certain debt service and loan to value requirements). The line of credit has a maturity date of May 17, 2019, subject to extension, as further described in the loan agreement entered into by certain of our wholly-owned subsidiaries with PNC Bank in connection with the acquisition of the Landings of Brentwood property. As of September 30, 2017, $45,000,000 was outstanding on our line of credit. We have the option to select the interest rate in respect of the outstanding unpaid principal amount of the line of credit loans from the following options (1) the sum of the Base Rate (as defined in the loan agreement) plus 0.60% or (2) a rate per annum fixed for the applicable LIBOR Interest Period (as defined in the loan agreement) equal to the sum of LIBOR plus 1.60%. Monthly interest payments are due and payable in arrears on the first day of each month until the line of credit maturity date. The entire outstanding principal balance and any accrued and unpaid interest on the line of credit loans are due and payable in full on the line of credit maturity date. For additional information on our line of credit, see Note 5 to the unaudited consolidated financial statements contained in this quarterly report.

We continue to evaluate possible other sources of capital, including, without limitation, entering into additional credit facilities. There can be no assurance that we will be able to obtain any such financing on favorable terms, if at all.

Cash Flows Provided by Operating Activities

We commenced real estate operations with the acquisition of our first multifamily property on May 22, 2014. As of September 30, 2017, we owned 34 multifamily properties. During the nine months ended September 30, 2017, net cash provided by operating activities was $27,534,998, compared to net cash provided by operating activities of $26,774,509 for the nine months ended September 30, 2016. The change in net cash provided by operating activities is primarily due to a decrease in net loss, accounts payable, restricted cash for operating activities and amounts due to affiliates partially offset by an increase in depreciation and amortization and other assets. We expect to continue to generate cash flows from operations as we stabilize the operations of our property portfolio and complete our value-enhancement program.

Cash Flows Used in Investing Activities

During the nine months ended September 30, 2017, net cash used in investing activities was $21,237,518, compared to $251,421,297 during the nine months ended September 30, 2016. The decrease in net cash used in investing activities was primarily the result of no property acquisitions during the nine months ended September 30, 2017, compared to the acquisition of four multifamily properties during the nine months ended September 30, 2016. Net cash used in investing activities during the nine months ended September 30, 2017, consisted of the following:

• $21,353,583 of cash used for improvements to real estate investments;

• $225,185 of cash used in restricted cash accounts related to replacement reserves; and

• $341,250 of cash provided by proceeds from insurance claims.

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PART I — FINANCIAL INFORMATION (continued)

Cash Flows from Financing Activities

During the nine months ended September 30, 2017, net cash used in financing activities was $10,630,684, compared to net cash provided by financing activities of $211,803,138 during the nine months ended September 30, 2016. The decrease in net cash provided by financing activities was due primarily to the termination of the initial public offering on March 24, 2016, and the resulting decrease in net proceeds from issuance of common stock from $171,664,492 during the nine months ended September 30, 2016 to $0 during the nine months ended September 30, 2017, a decrease in proceeds from the issuance of mortgage notes payable from $41,850,000 during the nine months ended September 30, 2016 to $0 during the nine months ended September 30, 2017 and a decrease in proceeds from borrowings on credit facilities from $15,000,000 during the nine months ended September 30, 2016 to $10,000,000 during the nine months ended September 30, 2017. Net cash used in financing activities during the nine months ended September 30, 2017 consisted of the following:

• $176,811 of payments of commissions on sales of common stock and related dealer manager fees;

• $199,316 of principal payments on mortgage notes payable;

• $10,000,000 of proceeds from borrowings from our revolving credit facilities;

• $3,952,041 of cash paid for the repurchase of common stock; and

• $16,302,516 of net cash distributions to our stockholders, after giving effect to distributions reinvested by stockholders of $17,546,003.

Contractual Commitments and Contingencies

We use secured debt, and intend to use in the future secured and unsecured debt. We believe that the careful use of borrowings will help us achieve our diversification goals and potentially enhance the returns on our investments. At September 30, 2017, our debt was approximately 59% of the value of our properties, as determined by an independent third-party appraiser. Going forward, we expect that our borrowings will be approximately 55% to 60% of the value of our properties (after debt amortization) and other real estate-related assets. For valuation purposes, the value of a property will equal the value determined by an independent third-party appraiser or qualified independent valuation expert. Under our charter, we are prohibited from borrowing in excess of 300% of our net assets, which generally approximates to 75% of the aggregate cost of our assets unless such excess is approved by a majority of the independent directors and disclosed to stockholders, along with a justification for such excess, in our next quarterly report. In such event, we will monitor our debt levels and take action to reduce any such excess as practicable. Our aggregate borrowings are reviewed by our board of directors at least quarterly. As of September 30, 2017, our aggregate borrowings were not in excess of 300% of the value of our net assets.

In addition to using our capital resources for investing purposes and meeting our debt obligations, we expect to use our capital resources to make certain payments to our advisor. We expect to make payments to our advisor in connection with the management of our asset portfolio and costs incurred by our advisor in providing services to us.

As of September 30, 2017, we had indebtedness totaling an aggregate principal amount of $982,594,874, including the net discount on a note payable of $2,364,584 and the net deferred financing costs of $4,768,112. The following is a summary of our contractual obligations as of September 30, 2017:

			Payments due by period
Contractual Obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Interest payments on outstanding debt obligations(1)	$	225,333,300	$	8,525,836	$	68,940,555	$	56,805,664	$	91,061,245
Principal payments on outstanding debt obligations(2)	989,727,570		131,448		53,215,678		248,364,661		688,015,783
Total	$	1,215,060,870	$	8,657,284	$	122,156,233	$	305,170,325	$	779,077,028

________________

(1) Projected interest payments on outstanding debt obligations are based on the outstanding principal amounts and interest rates in effect at September 30, 2017. We incurred interest expense of $8,945,547 and $25,245,411 during the three and nine months ended September 30, 2017, including amortization of deferred financing costs totaling $257,111 and $766,801, net unrealized losses from the change in fair value of interest rate cap agreements of $42,607 and $438,261, amortization of

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PART I — FINANCIAL INFORMATION (continued)

loan discount of $88,746 and $266,238, seasoning fees on the credit facility of $19,689 and $19,689 and credit facility commitment fees of $10,981 and $35,293, respectively.

(2) Projected principal payments on outstanding debt obligations are based on the terms of the notes payable agreements. Amounts exclude the amortization of the debt discount and net deferred financing costs associated with certain notes payable.

Our debt obligations contain customary financial or non-financial debt covenants. As of September 30, 2017, and December 31, 2016, we were in compliance with all financial and non-financial debt covenants.

Results of Operations

Overview

The discussion that follows is based on our consolidated results of operations for the three and nine months ended September 30, 2017 and 2016. The ability to compare one period to another is significantly affected by acquisitions completed during those periods in addition to the implementation of our value-enhancement strategy. Although the number of multifamily properties owned as of September 30, 2017, remained unchanged at 34 compared to September 30, 2016, our results of operations were significantly impacted by the four multifamily properties acquired during the nine months ended September 30, 2016 and our value-enhancement activity completed through September 30, 2017.

Our results of operations for the three and nine months ended September 30, 2017 and 2016, are not indicative of those expected in future periods. For the three and nine months ended September 30, 2016, we had not yet invested all of the proceeds from our initial public offering and therefore increased our borrowings and made acquisitions during the period, which had a significant impact on our future results of operations. For the three and nine months ended September 30, 2017, we continued to perform value-enhancements projects, which may have a significant impact on our future results of operations. In general, we expect that our revenues and expenses related to our portfolio will increase in future periods as a result of organic rent increases and anticipated continuing value-enhancement projects.

To provide additional insight into our operating results, we are also providing a detailed analysis of same-store versus non-same-store NOI. NOI is a non-GAAP financial measure of performance. For more information on NOI and a reconciliation of NOI (a non-GAAP financial measure) to net loss, see “—Net Operating Income.”

Consolidated Results of Operations for the Three Months Ended September 30, 2017 Compared to the Three Months Ended September 30, 2016

The following table summarizes the consolidated results of operations for the three months ended September 30, 2017 and 2016:

	For the Three Months Ended September 30,
	2017			2016			Change $			Change %
Total revenues	$	41,590,622		$	37,357,939		$	4,232,683		11	%
Operating, maintenance and management	(10,837,451		)	(9,754,819		)	(1,082,632		)	11	%
Real estate taxes and insurance	(6,226,236		)	(5,083,703		)	(1,142,533		)	22	%
Fees to affiliates	(5,747,690		)	(7,412,526		)	1,664,836			(22	)%
Depreciation and amortization	(17,036,633		)	(16,633,722		)	(402,911		)	2	%
Interest expense	(8,945,547		)	(6,547,052		)	(2,398,495		)	37	%
General and administrative expenses	(929,163		)	(1,259,368		)	330,205			(26	)%
Acquisition costs	—			(555,563		)	555,563			(100	)%
Net loss	$	(8,132,098	)	$	(9,888,814	)	$	1,756,716		(18	)%
NOI(1)	$	23,013,825		$	21,147,733		$	1,866,092		9	%
FFO(2)	$	8,904,535		$	6,744,908		$	2,159,627		32	%
MFFO(2)	$	8,947,142		$	9,510,839		$	(563,697	)	(6	)%

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PART I — FINANCIAL INFORMATION (continued)

______________

(1) NOI is a non-GAAP financial measure used by investors and our management to evaluate and compare the performance of our properties and to determine trends in earnings. 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 to affiliates, depreciation and amortization expense and gains or losses from the sale of our properties and other gains and losses as stipulated by GAAP, the level of capital expenditures and leasing costs, all of which are significant economic costs. For additional information on how we calculate NOI and a reconciliation of NOI to net loss, see “—Net Operating Income.”

(2) GAAP basis accounting for real estate assets utilizes historical cost accounting and assumes real estate values diminish over time. In an effort to overcome the difference between real estate values and historical cost accounting for real estate assets the Board of Governors of the National Association of Real Estate Investment Trust, or NAREIT, established the measurement tool of FFO. Since its introduction, FFO has become a widely used non-GAAP financial measure among REITs. Additionally, we use modified funds from operations, or MFFO, as defined by the Investment Program Association as a supplemental measure to evaluate our operating performance. MFFO is based on FFO but includes certain adjustments we believe are necessary due to changes in accounting and reporting under GAAP since the establishment of FFO. Neither FFO nor MFFO should be considered as alternatives to net loss or other measurements under GAAP as indicators of our operating performance, nor should they be considered as alternatives to cash flow from operating activities or other measurements under GAAP as indicators of liquidity. For additional information on how we calculate FFO and MFFO and a reconciliation of FFO and MFFO to net loss, see “—Funds From Operations and Modified Funds From Operations.”

Net loss

For the three months ended September 30, 2017, we had a net loss of $8,132,098, compared to a net loss of $9,888,814 for the three months ended September 30, 2016. The decrease in net loss of $1,756,716 over the comparable prior year period primarily was due to the increase in total revenues of $4,232,683, the decrease in fees to affiliates of $1,664,836, the decrease in general and administrative expenses of $330,205 and the decrease in acquisition costs of $555,563 due to no acquisitions of multifamily properties during three months ended September 30, 2017, compared to the acquisition of two multifamily properties in the three months ended September 30, 2016, partially offset by the increase in operating, maintenance and management expenses of $1,082,632, the increase in real estate taxes and insurance of $1,142,533, the increase in depreciation and amortization expense of $402,911, and the increase in interest expense of $2,398,495. The improved operations primarily were due to the continued stabilization of our property portfolio.

Total revenues

Total revenues were $41,590,622 for the three months ended September 30, 2017, compared to $37,357,939 for the three months ended September 30, 2016. The increase of $4,232,683 was primarily due to the acquisition of two multifamily properties during the three months ended September 30, 2016, that experienced a full period of operations for the three months ended September 30, 2017. Additionally, average monthly occupancy increased from 93.1% as of September 30, 2016, to 93.5% as of September 30, 2017, and average monthly rents per unit increased from $1,091 as of September 30, 2016, to $1,140 as of September 30, 2017. We expect rental income and tenant reimbursements to increase in future periods as a result of ordinary monthly rent increases and the continuing implementation of our value-enhancement strategy.

Operating, maintenance and management expenses

Operating, maintenance and management expenses for the three months ended September 30, 2017, were $10,837,451, compared to $9,754,819 for the three months ended September 30, 2016. The increase of $1,082,632 was primarily due to the acquisition of two multifamily properties during the three months ended September 30, 2016, that experienced a full period of operations for the three months ended September 30, 2017, and an increase in repairs and maintenance and turnover costs during the three months ended September 30, 2017, compared to the three months ended September 30, 2016. We expect that these amounts will decrease as a percentage of total revenues as we implement operational efficiencies at our multifamily properties.

Real estate taxes and insurance

Real estate taxes and insurance expenses were $6,226,236 for the three months ended September 30, 2017, compared to $5,083,703 for the three months ended September 30, 2016. The increase of $1,142,533 was primarily due to the acquisition of two multifamily properties during the three months ended September 30, 2016, that experienced a full period of real estate tax

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PART I — FINANCIAL INFORMATION (continued)

expense for the three months ended September 30, 2017. We expect these amounts may increase in future periods as a result of municipal property tax rate increases as well as anticipated increases in the assessed value of our properties.

Fees to affiliates

Fees to affiliates were $5,747,690 for the three months ended September 30, 2017, compared to $7,412,526 for the three months ended September 30, 2016. The decrease of $1,664,836 was primarily due to the decrease in acquisition fees and loan coordination fees as a result of no acquisitions of multifamily properties during the three months ended September 30, 2017, partially offset by an increase in investment management and property management fees as a result of the growth in our portfolio. We expect fees to affiliates related to the on-going management of our real estate portfolio to increase in future periods as a result of higher property management fees from anticipated increases in future rental income.

Depreciation and amortization

Depreciation and amortization expenses were $17,036,633 for the three months ended September 30, 2017, compared to $16,633,722 for the three months ended September 30, 2016. The increase of $402,911 was primarily due to the net increase in depreciable and amortizable assets of $30,560,852 since September 30, 2016, due to capital improvements. We expect these amounts to increase slightly in future periods as a result of anticipated future enhancements to our real estate portfolio.

Interest expense

Interest expense for the three months ended September 30, 2017, was $8,945,547, compared to $6,547,052 for the three months ended September 30, 2016. The increase of $2,398,495 was primarily due to the increase in the notes payable, net of $31,120,057 since September 30, 2016, due to financing incurred in connection with the draws on our revolving line of credit and increases in LIBOR from September 30, 2016 to September 30, 2017, that impacted the interest on our variable rate loans. Included in interest expense is the amortization of deferred financing costs of $257,111 and $242,077, the unrealized loss on derivative instruments of $42,607 and $73,518, seasoning fees on the credit facility of $19,689 and $0 and credit facility commitment fees of $10,981 and $56,597 for the three months ended September 30, 2017 and 2016, respectively. Our interest expense in future periods will vary based on our level of future borrowings, which will depend on the availability and cost of debt financing and the opportunity to acquire real estate and real estate-related investments meeting our investment objectives.

General and administrative expenses

General and administrative expenses for the three months ended September 30, 2017, were $929,163, compared to $1,259,368 for the three months ended September 30, 2016. These general and administrative costs consisted primarily of legal fees, insurance premiums, audit fees, other professional fees and independent director compensation. The decrease of $330,205 was due to decreases in audit, tax prep and investor relations expenses over the three months ended September 30, 2016. We expect general and administrative expenses to decrease as a percentage of total revenues in future periods.

Acquisition costs

We did not incur any acquisition costs during the three months ended September 30, 2017. Acquisition costs were $555,563 for the three months ended September 30, 2016. The decrease of $555,563 was due primarily to no acquisitions of multifamily properties during the three months ended September 30, 2017, compared to the acquisition of two multifamily properties with an aggregate purchase price of $121,822,500 during the three months ended September 30, 2016. We do not expect to incur significant acquisition costs in future periods as we have invested all of the proceeds from our initial public offering.

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PART I — FINANCIAL INFORMATION (continued)

Consolidated Results of Operations for the Nine Months Ended September 30, 2017 Compared to the Nine Months Ended September 30, 2016

The following table summarizes the consolidated results of operations for the nine months ended September 30, 2017 and 2016:

	For the Nine Months Ended September 30,
	2017			2016			Change $			Change %
Total revenues	$	122,116,267		$	104,549,081		$	17,567,186		17	%
Operating, maintenance and management	(30,282,339		)	(25,807,704		)	(4,474,635		)	17	%
Real estate taxes and insurance	(17,784,640		)	(15,483,039		)	(2,301,601		)	15	%
Fees to affiliates	(17,112,248		)	(19,081,916		)	1,969,668			(10	)%
Depreciation and amortization	(51,161,020		)	(49,915,893		)	(1,245,127		)	2	%
Interest expense	(25,245,411		)	(19,283,573		)	(5,961,838		)	31	%
General and administrative expenses	(4,032,619		)	(3,406,931		)	(625,688		)	18	%
Acquisition costs	(2,185		)	(1,673,136		)	1,670,951			(100	)%
Net loss	$	(23,504,195	)	$	(30,103,111	)	$	6,598,916		(22	)%
NOI(1)	$	69,251,818		$	58,745,836		$	10,505,982		18	%
FFO(2)	$	27,656,825		$	19,812,782		$	7,844,043		40	%
MFFO(2)	$	28,097,271		$	26,483,596		$	1,613,675		6	%

______________

(1) See “—Net Operating Income” below for a reconciliation of NOI to net loss.

(2) See “—Funds From Operations and Modified Funds From Operations” below for a reconciliation of FFO and MFFO to net loss.

Net loss

For the nine months ended September 30, 2017, we had a net loss of $23,504,195, compared to $30,103,111 for the nine months ended September 30, 2016. The decrease in net loss of $6,598,916 over the comparable prior year period was primarily due to the increase in total revenues of $17,567,186, the decrease in acquisition costs of $1,670,951 and the decrease in fees to affiliates of $1,969,668, partially offset by the increase in operating, maintenance and management expenses of $4,474,635, the increase in real estate taxes and insurance of $2,301,601, the increase in depreciation and amortization expense of $1,245,127, the increase in interest expense of $5,961,838 and the increase in general and administrative expenses of $625,688. The improved operations primarily were due to the continued stabilization of our property portfolio.

Total revenues

Total revenues were $122,116,267 for the nine months ended September 30, 2017, compared to $104,549,081 for the nine months ended September 30, 2016. The increase of $17,567,186 was primarily due to the acquisition of four multifamily properties during the nine months ended September 30, 2016, that experienced a full period of operations for the nine months ended September 30, 2017. Additionally, average monthly occupancy increased from 93.1% as of September 30, 2016, to 93.5% as of September 30, 2017, and average monthly rents per unit increased from $1,091 as of September 30, 2016, to $1,140 as of September 30, 2017. We expect rental income and tenant reimbursements to increase in future periods as a result of ordinary monthly rent increases and the continuing implementation of our value-enhancement strategy.

Operating, maintenance and management expenses

Operating, maintenance and management expenses were $30,282,339 for the nine months ended September 30, 2017, compared to $25,807,704 for the nine months ended September 30, 2016. The increase of $4,474,635 was primarily due to the acquisition of four multifamily properties during the nine months ended September 30, 2016, that experienced a full period of operations for the nine months ended September 30, 2017, and increases in repairs and maintenance, turnover and utility costs during the nine months ended September 30, 2017, compared to the nine months ended September 30, 2016. We expect that

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PART I — FINANCIAL INFORMATION (continued)

these amounts will decrease as a percentage of total revenues as we implement operational efficiencies at our multifamily properties.

Real estate taxes and insurance

Real estate taxes and insurance expenses were $17,784,640 for the nine months ended September 30, 2017, compared to $15,483,039 for the nine months ended September 30, 2016. The increase of $2,301,601 was due to the acquisition of four multifamily properties during the nine months ended September 30, 2016, and the continuing operation of the properties owned as of September 30, 2016. We expect these amounts may increase in future periods as a result of municipal property tax rate increases as well as increases in the assessed value of our property portfolio.

Fees to affiliates

Fees to affiliates were $17,112,248 for the nine months ended September 30, 2017, compared to $19,081,916 for the nine months ended September 30, 2016. The decrease of $1,969,668 was primarily due to the decrease in acquisition fees and loan coordination fees as a result of no acquisitions of multifamily properties during the nine months ended September 30, 2017, compared to the acquisition of four multifamily properties during the nine months ended September 30, 2016, partially offset by an increase in investment management and property management fees as a result of the growth of our portfolio. We expect fees to affiliates related to the on-going management of our real estate portfolio to increase in future periods as a result of higher property management fees from anticipated increases in future rental income and higher investment management fees from our ongoing investment in real estate-related assets.

Depreciation and amortization

Depreciation and amortization expenses were $51,161,020 for the nine months ended September 30, 2017, compared to $49,915,893 for the nine months ended September 30, 2016. The increase of $1,245,127 was primarily due to the net increase in depreciable and amortizable assets of $30,560,852 since September 30, 2016 due to capital improvements. We expect these amounts to increase slightly in future periods as a result of anticipated future enhancements to our real estate portfolio.

Interest expense

Interest expense for the nine months ended September 30, 2017, was $25,245,411, compared to $19,283,573 for the nine months ended September 30, 2016. The increase of $5,961,838 was primarily due to the increase in the notes payable, net balance of $31,120,057 since September 30, 2016, due to financing incurred in connection with the draws on our revolving line of credit and increases in LIBOR from September 30, 2016 to September 30, 2017, that impacted the interest on our variable rate loans. Included in interest expense is the amortization of deferred financing costs of $766,801 and $676,447, unrealized loss on derivative instruments of $438,261 and $691,969, amortization of loan discount of $266,238 and $0, seasoning fees on the credit facility of $19,689 and $0 and credit facility commitment fees of $35,293 and $71,514 for the nine months ended September 30, 2017 and 2016, respectively. Our interest expense in future periods will vary based on our level of future borrowings, which will depend on the availability and cost of debt financing and the opportunity to acquire real estate and real estate-related investments meeting our investment objectives.

General and administrative expenses

General and administrative expenses for the nine months ended September 30, 2017, were $4,032,619, compared to $3,406,931 for the nine months ended September 30, 2016. These general and administrative costs consisted primarily of legal fees, insurance premiums, audit fees, other professional fees and independent director compensation. The increase of $625,688 was primarily due to the increase in transfer agency fees and the continuing operation of the properties owned as of September 30, 2016. We expect general and administrative expenses to decrease as a percentage of total revenues in future periods.

Acquisition costs

Acquisition costs for the nine months ended September 30, 2017, were $2,185, compared to $1,673,136 for the nine months ended September 30, 2016. The decrease of $1,670,951 was primarily due to no acquisitions of multifamily properties during the nine months ended September 30, 2017, compared to the acquisition of four multifamily properties with an aggregate contract purchase price of $264,222,500 during the nine months ended September 30, 2016. We do not expect to incur significant acquisition costs in future periods as we have invested all of the proceeds from our initial public offering.

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PART I — FINANCIAL INFORMATION (continued)

Property Operations for the Three Months Ended September 30, 2017 Compared to the Three Months Ended September 30, 2016

For purposes of evaluating comparative operating performance, we categorize our properties as “same-store” or “non-same-store.” A “same-store” property is a property that was owned at July 1, 2016. A “non-same-store” property is a property that was acquired, placed into service or disposed of after July 1, 2016. As of September 30, 2017, 32 properties were categorized as same-store properties.

The following table presents the same-store and non-same-store results from operations for the three months ended September 30, 2017 and 2016:

	For the Three Months Ended September 30,
	2017		2016		Change $		Change %
Same-store properties:
Revenues	$	38,565,740	$	36,547,145	$	2,018,595	6	%
Operating expenses	17,222,908		15,894,537		1,328,371		8	%
NOI	21,342,832		20,652,608		690,224		3	%
Non-same-store properties:
NOI	1,670,993		495,125		1,175,868
Total NOI(1)	$	23,013,825	$	21,147,733	$	1,866,092

________________

(1) See “—Net Operating Income” below for a reconciliation of NOI to net loss.

Net Operating Income

Same-store net operating income for the three months ended September 30, 2017, was $21,342,832, compared to $20,652,608 for the three months ended September 30, 2016. The 3% increase in same-store net operating income was a result of a 6% increase in same-store rental revenues partially offset by an 8% increase in same-store operating expenses.

Revenues

Same-store revenues for the three months ended September 30, 2017, were $38,565,740, compared to $36,547,145 for the three months ended September 30, 2016. The 6% increase in same-store revenues was primarily due to average rent increases at the same-store properties from $1,079 as of September 30, 2016, to $1,134 as of September 30, 2017, as a result of ordinary monthly rent increases and the completion of value-enhancement projects. In addition, same-store occupancy increased from 92.9% as of September 30, 2016, to 93.6% as of September 30, 2017.

Operating Expenses

Same-store operating expenses for the three months ended September 30, 2017, were $17,222,908, compared to $15,894,537 for the three months ended September 30, 2016. The increase in same-store operating expenses was primarily attributable to higher real estate tax expense and turnover costs during the three months ended September 30, 2017.

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PART I — FINANCIAL INFORMATION (continued)

Net Operating Income

NOI is a non-GAAP financial measure of performance. NOI is used by investors and our management to evaluate and compare the performance of our properties, to determine trends in earnings and to compute the fair value of our properties as it is not affected by (1) the cost of funds, (2) acquisition costs, (3) non-operating fees 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 us. The cost of funds is eliminated from net income (loss) because it is specific to our 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 us 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 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 our 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 our operating results to the operating results of other real estate companies that have not made similarly timed purchases or sales. We believe that eliminating these costs from net income is useful because the resulting measure captures the actual revenue generated and actual expenses incurred in operating our 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 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 our 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 our properties but does not measure our 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 and discussions elsewhere in “—Results of Operations” regarding the components of net income (loss) that are eliminated in the calculation of NOI. Other companies may use different methods for calculating NOI or similarly entitled measures and, accordingly, our NOI may not be comparable to similarly entitled measures reported by other companies that do not define the measure exactly as we do.

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PART I — FINANCIAL INFORMATION (continued)

The following is a reconciliation of our NOI to net loss for the three and nine months ended September 30, 2017 and 2016 computed in accordance with GAAP:

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2017			2016			2017			2016
Net loss	$	(8,132,098	)	$	(9,888,814	)	$	(23,504,195	)	$	(30,103,111	)
Fees to affiliates(1)	4,237,702			6,040,842			12,662,631			15,222,014
Depreciation and amortization	17,036,633			16,633,722			51,161,020			49,915,893
Interest expense	8,945,547			6,547,052			25,245,411			19,283,573
General and administrative expenses	929,163			1,259,368			4,032,619			3,406,931
Acquisition costs	—			555,563			2,185			1,673,136
Other gains(2)	(3,122		)	—			(347,853		)	(652,600		)
Net operating income	$	23,013,825		$	21,147,733		$	69,251,818		$	58,745,836

____________________

(1) Fees to affiliates for the three and nine months ended September 30, 2017, exclude property management fees of $1,195,132 and $3,511,386 and other fees of $314,856 and $938,231, respectively, that are included in NOI. Fees to affiliates for the three and nine months ended September 30, 2016, exclude property management fees of $1,072,183 and $3,000,555 and other fees of $299,501 and $859,347, respectively, that are included in NOI.

(2) Other gains for the three and nine months ended September 30, 2017 and 2016, include non-recurring insurance claim recoveries that are not included in NOI.

Funds from Operations and Modified Funds from Operations

Due to certain unique operating characteristics of real estate companies, as discussed below, NAREIT, an industry trade group, has promulgated a measure known as funds from operations, or FFO, which we believe to be an appropriate supplemental measure to reflect the operating performance of a REIT. The use of FFO is recommended by the REIT industry as a supplemental performance measure. FFO is not equivalent to our net income (loss) as determined under GAAP.

We define 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, or 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, we believe 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 our operations, it could be difficult to recover any impairment charges. Our 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. We believe 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

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PART I — FINANCIAL INFORMATION (continued)

method cannot be construed to be any more accurate or relevant than the comparable methodologies of real estate valuation found in GAAP. Nevertheless, we believe that the use of FFO, which excludes the impact of real estate related depreciation and amortization, provides a more complete understanding of our performance to investors and to management, and when compared year over year, reflects the impact on our 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 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 our 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. Management believes these fees and expenses do not affect our 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, we believe that public, non-listed REITs, like us, are unique in that they have a limited life with targeted exit strategies within a relatively limited time frame after acquisition activity ceases. Our board of directors will determine to pursue a liquidity event when it believes that the then-current market conditions are favorable. However, our board of directors does not anticipate evaluating a liquidity event (i.e., listing of our common stock on a national exchange, a merger or sale of our company or another similar transaction) until five years after the completion of our offering stage. Thus, as a limited life REIT, we 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, or 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 we believe 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 our 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 we do not continue to operate with a limited life and targeted exit strategy, as currently intended. We believe that, because MFFO excludes costs that we consider 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 affect our 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 our operating performance after the period in which we are acquiring our properties and once our portfolio is in place. By providing MFFO, we believe we are presenting useful information that assists investors and analysts to better assess the sustainability of our operating performance after our offering has been completed and our properties have been acquired. We also believe that MFFO is a recognized measure of sustainable operating performance by the non-listed REIT industry. Further, we believe MFFO is useful in comparing the sustainability of our operating performance after our 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 our operating performance after our offering has been completed and properties have been acquired, as it excludes acquisition costs that have a negative effect on our operating performance during the periods in which properties are acquired.

We define 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, or the Practice Guideline, issued by the IPA in November 2010. The Practice Guideline defines MFFO as FFO further adjusted for the following items, as applicable, included in the determination of GAAP net income: acquisition fees and expenses; amounts relating to deferred rent receivables and amortization of above and below market leases and liabilities (which are adjusted in order to reflect such payments from a GAAP accrual basis to a cash basis of disclosing the rent and lease payments); accretion of discounts and amortization of premiums on debt investments; mark-to-market adjustments included in net income; nonrecurring gains or losses included in net income from the extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such holdings is not a fundamental attribute of the business plan, unrealized gains or losses resulting from consolidation from, or deconsolidation to, equity accounting, and after adjustments for consolidated and unconsolidated partnerships and joint ventures, with such adjustments calculated to reflect MFFO on the same basis. The accretion of discounts and amortization of premiums on debt investments, nonrecurring unrealized gains and losses on hedges, foreign exchange, derivatives or securities holdings, unrealized gains and losses resulting from consolidations, as well as other listed cash flow adjustments are

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PART I — FINANCIAL INFORMATION (continued)

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 we rely on our advisor for managing interest rate, hedge and foreign exchange risk, we do not retain an outside consultant to review all our hedging agreements. Inasmuch as interest rate hedges are not a fundamental part of our operations, we believe 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.

Our 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, we exclude 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. We have 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 captured as depreciation in calculating FFO. These expenses are paid in cash by us. 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 us, unless earnings from operations or net sales proceeds from the disposition of other properties are generated to cover the purchase price of the property, these fees and expenses and other costs related to such property. In the event that proceeds from our offering of shares are not available to fund our reimbursement of acquisition fees and expenses incurred by our advisor, such fees and expenses will need to be reimbursed to our advisor from other sources, including debt, operational earnings or cash flow, net proceeds from the sale of properties, or from ancillary cash flows. The acquisition of properties, and the corresponding acquisition fees and expenses, is the key operational feature of our business plan to generate operational income and cash flow to fund distributions to our 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, we view 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.

Our management uses MFFO and the adjustments used to calculate MFFO in order to evaluate our 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 we do not continue to operate in this manner. We believe that our use of MFFO and the adjustments used to calculate MFFO allow us to present our 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 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 our current operating performance. By excluding such changes that may reflect anticipated and unrealized gains or losses, we believe 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 our performance, as an alternative to cash flows from operations as an indication of our liquidity, or indicative of funds available to fund our cash needs, including our ability to make distributions to our stockholders. FFO and MFFO should be reviewed in conjunction with GAAP measurements as an indication of our performance. MFFO has limitations as a performance measure in an offering such as ours where the price of a share of common stock is a stated value and there is no regular net asset value determinations during the offering stage and for a period thereafter. MFFO is useful in assisting 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.

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PART I — FINANCIAL INFORMATION (continued)

Neither the SEC, NAREIT nor any other regulatory body has passed judgment on the acceptability of the adjustments that we use 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 we may have to adjust our calculation and characterization of FFO or MFFO accordingly.

Our calculation of FFO and MFFO is presented in the following table for the three and nine months ended September 30, 2017 and 2016:

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2017			2016			2017			2016
Reconciliation of net loss to MFFO:
Net loss	$	(8,132,098	)	$	(9,888,814	)	$	(23,504,195	)	$	(30,103,111	)
Depreciation of real estate assets	17,036,633			14,334,454			50,150,908			39,002,300
Amortization of lease-related costs	—			2,299,268			1,010,112			10,913,593
FFO	8,904,535			6,744,908			27,656,825			19,812,782
Acquisition fees and expenses(1)(2)	—			2,692,413			2,185			5,978,845
Unrealized loss on derivative instruments	42,607			73,518			438,261			691,969
MFFO	$	8,947,142		$	9,510,839		$	28,097,271		$	26,483,596

________________

(1) By excluding expensed acquisition costs that are not capitalized, 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 our properties. Acquisition fees and expenses include payments to our advisor or third parties. Acquisition fees and expenses under GAAP are considered operating expenses and as expenses included in the determination of net income (loss) and income (loss) from continuing operations, both of which are performance measures under GAAP. Following the recent publication of ASU 2017-01, acquisition fees and expenses are capitalized and depreciated under certain conditions. We have elected to early adopt ASU 2017-01 but did not experience a material impact from adopting this new guidance. 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 us, unless earnings from operations or net sales proceeds from the disposition of properties are generated to cover the purchase price of the property, these fees and expenses and other costs related to the property. In the event that proceeds from our public offering are not available to fund our reimbursement of acquisition fees and expenses incurred by our advisor, such fees and expenses will need to be reimbursed to the advisor from other sources, including debt, operational earnings or cash flow, net proceeds from the sale of properties, or from ancillary cash flows. The acquisition of properties, and the corresponding acquisition fees and expenses, is the key operational feature of our business plan to generate operational income and cash flow to fund distributions to its stockholders.

(2) Acquisition fees and expenses for the three and nine months ended September 30, 2017, include acquisition expenses of $0 and $2,185, respectively, did not meet the criteria for capitalization under ASU 2017-01 and are recorded in acquisition costs in the accompanying consolidated statements of operations. No acquisition fees and no loan coordination fees were incurred for the three and nine months ended September 30, 2017. Acquisition fees and expenses for the three and nine months ended September 30, 2016, include acquisition fees of $1,247,350 and $2,766,209 respectively, and loan coordination fees of $889,500 and $1,539,500, that are recorded in fees to affiliates in the accompanying consolidated statements of operations. Acquisition fees and expenses for the three and nine months ended September 30, 2016, also include acquisition expenses of $555,563 and $1,673,136, respectively, that did not meet the criteria for capitalization under ASU 2017-01 and are recorded in acquisition costs in the accompanying consolidated statements of operations.

FFO and MFFO may be used to fund all or a portion of certain capitalizable items that are excluded from FFO and MFFO, such as tenant improvements, building improvements and deferred leasing costs.

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PART I — FINANCIAL INFORMATION (continued)

Off-Balance Sheet Arrangements

As of September 30, 2017, we had no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Related-Party Transactions and Agreements

We have entered into agreements with our advisor and its affiliates, whereby we pay certain fees to, or reimburse certain expenses of, our advisor or its affiliates for acquisition and advisory fees and expenses, financing coordination fees, organization and offering costs, sales commissions, dealer manager fees, asset and property management fees and expenses, leasing fees and reimbursement of certain operating costs. Refer to Note 7 to the unaudited consolidated financial statements included in this quarterly report for a discussion of the various related-party transactions, agreements and fees.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We may be exposed to the effects of interest rate changes as a result of borrowings used to maintain liquidity and to fund the acquisition, expansion and refinancing of our real estate investment portfolio and operations. We may be also exposed to the effects of changes in interest rates as a result of the acquisition and origination of mortgage, mezzanine, bridge and other loans. Our profitability and the value of our investment portfolio may be adversely affected during any period as a result of interest rate changes. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings, prepayment penalties and cash flows and to lower overall borrowing costs. We have managed and will continue to manage interest rate risk by maintaining a ratio of fixed rate, long-term debt such that floating rate exposure is kept at an acceptable level. In addition, we may utilize a variety of financial instruments, including interest rate caps, collars, floors and swap agreements, in order to limit the effects of changes in interest rates on our operations. When we use these types of derivatives to hedge the risk of interest-earning assets or interest-bearing liabilities, we may be subject to certain risks, including the risk that losses on a hedge position will reduce the funds available for payments to holders of our common stock and that the losses may exceed the amount we invested in the instruments.

We borrow funds and make investments at a combination of fixed and variable rates. Interest rate fluctuations will generally not affect our future earnings or cash flows on our fixed rate debt unless such instruments mature or are otherwise terminated. However, interest rate changes will affect the fair value of our fixed rate instruments. At September 30, 2017, the fair value of our fixed rate debt was $70,815,551 and the carrying value of our fixed rate debt was $67,559,803. The fair value estimate of our fixed rate debt was estimated using a discounted cash flow analysis utilizing rates we would expect to pay for debt of a similar type and remaining maturity if the loans were originated at September 30, 2017. As we expect to hold our fixed rate instruments to maturity and the amounts due under such instruments would be limited to the outstanding principal balance and any accrued and unpaid interest, we do not expect that fluctuations in interest rates, and the resulting change in fair value of our fixed rate instruments, would have a significant impact on our operations.

Conversely, movements in interest rates on our variable rate debt will change our future earnings and cash flows, but not significantly affect the fair value of those instruments. However, changes in required risk premiums will result in changes in the fair value of floating rate instruments. At September 30, 2017, the fair value of our variable rate debt was $929,476,132 and the carrying value of our variable rate debt was $915,035,071. Based on interest rates as of September 30, 2017, if interest rates are 100 basis points higher during the 12 months ending September 30, 2018, interest expense on our variable rate debt would increase by $9,341,746 and if interest rates are 100 basis points lower during the 12 months ending September 30, 2018, interest expense on our variable rate debt would decrease by $9,455,850.

At September 30, 2017, the weighted-average interest rate of our fixed rate debt and variable rate debt was 4.51% and 3.31%, respectively. The weighted-average interest rate of our blended fixed and variable rates was 3.39% at September 30, 2017. The weighted-average interest rate represents the actual interest rate in effect at September 30, 2017 (consisting of the contractual interest rate), using interest rate indices as of September 30, 2017, where applicable.

We may also be exposed to credit risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. If the fair value of a derivative contract is positive, the counterparty will owe us, which creates credit risk for us. If the fair value of a derivative contract is negative, we will owe the counterparty and, therefore, do not have credit risk. We will seek to minimize the credit risk in derivative instruments by entering into transactions with high-quality counterparties. As of September 30, 2017, we did not have counterparty risk on our interest rate cap agreements as the underlying variable

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PART I — FINANCIAL INFORMATION (continued)

rates for each of our interest rate cap agreements as of September 30, 2017 were not in excess of the capped rates. See also Note 10 to the unaudited consolidated financial statements included in this quarterly report.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

As of the end of the period covered by this quarterly report, management, including our chief executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Exchange Act). In designing and evaluating the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and we necessarily were required to apply our judgment in evaluating whether the benefits of the controls and procedures that we adopt outweigh their costs. Based upon, and as of the date of, the evaluation, our chief executive officer and principal financial officer concluded that the disclosure controls and procedures were effective at the reasonable assurance level as of the end of the period covered by this quarterly report to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act is recorded, processed, summarized and reported as and when required. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file and submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and our chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2017, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

PART II

Item 1. Legal Proceedings

From time to time we are party to legal proceedings that arise in the ordinary course of our business. Management is not aware of any legal proceedings of which the outcome is reasonably likely to have a material adverse effect on our results of operations or financial condition, nor are we aware of any such legal proceedings contemplated by government agencies.

Item 1A. Risk Factors

There have been no material changes to the risk factors contained in Part I, Item 1A set forth in our Annual Report on Form 10-K filed with the SEC on March 17, 2017.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On August 10, 2017, we granted each of our three independent directors 1,666 shares of restricted common stock upon re-election to our board of directors pursuant to our independent directors’ compensation plan. The shares of restricted common stock issued pursuant to our independent directors’ compensation plan were issued in transactions exempt from registration pursuant to Section 4(2) of the Securities Act.

During the three months ended September 30, 2017, we fulfilled repurchase requests and repurchased shares of our common stock pursuant to our share repurchase plan as follows:

	Total Number of Shares Requested to be Repurchased(1)	Total Number of Shares Repurchased	Average Price Paid per Share(2)(3)		Approximate Dollar Value of Shares Available That May Yet Be Repurchased Under the Program
July 2017	49,431	95,743	$	14.25	(4)
August 2017	55,435	—	—		(4)
September 2017	50,674	7,374	14.96		(4)
	155,540	103,117

____________________

(1) We generally repurchase shares approximately 30 days following the end of the applicable quarter in which requests were received. At September 30, 2017, we had $2,096,507, representing 148,203 shares of outstanding and unfulfilled repurchase requests, all of which were fulfilled on October 30, 2017.

(2) We currently repurchase shares at prices determined as follows:

• 92.5% of the estimated value per share for stockholders who have held their shares for at least one year;

• 95.0% of the estimated value per share for stockholders who have held their shares for at least two years;

• 97.5% of the estimated value per share for stockholders who have held their shares for at least three years; and

• 100% of the estimated value per share for stockholders who have held their shares for at least four years.

Notwithstanding the above, the repurchase price for repurchases sought upon a stockholder’s death, “qualifying disability” or “determination of incompetence” will be the amount the respective stockholder paid to acquire the shares from us.

(3) From inception through September 30, 2017, we fund our share repurchases exclusively from the net proceeds we received from the sale of shares under our distribution reinvestment plan.

(4) The number of shares that may be repurchased pursuant to the share repurchase plan during any calendar year is limited to: (1) 5% of the weighted-average number of shares outstanding during the prior calendar year and (2) those that can be funded

54

PART II — OTHER INFORMATION (continued)

from the net proceeds we received from the sale of shares under the distribution reinvestment plan during the prior calendar year, plus such additional funds as may be reserved for that purpose by our board of directors.

Item 3. Defaults Upon Senior Securities

None.

Item4.  Mine Safety Disclosures

Not applicable.

Item5.  Other Information

None.

Item 6.Exhibits

The following exhibits are included, or incorporated by reference in, this Quarterly Report on Form 10-Q for the three months ended September 30, 2017 (and are numbered in accordance with item 1.01 of Regulation S-K).

Exhibit	Description
3.1	Articles of Amendment and Restatement of Steadfast Apartment REIT, Inc. (incorporated by reference to Exhibit 3.1 to Amendment No. 3 to the Registrant’s Registration Statement on Form S-11, filed December 16, 2013, Commission File No. 333-191049)
3.2	Bylaws of Steadfast Apartment REIT, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-11, filed September 6, 2013, Commission File No. 333-191049)
4.1	Form of Subscription Agreement (incorporated by reference to Appendix B to the prospectus, dated April 15, 2015, of the Registrant)
4.2	Amended and Restated Distribution Reinvestment Plan (incorporated by reference to Exhibit 4.1 to Post-Effective Amendment No. 12 to Form S-11 on Form S-3, filed April 5, 2016, Commission File No. 333-191049
4.3	Form of Redemption Request Form (incorporated by reference to Appendix D to the prospectus, dated April 15, 2015, of the Registrant)
4.4	Form of Application for Transfer (incorporated by reference to Appendix E to the prospectus, dated April 15, 2015, of the Registrant)
4.5	Account Update Form (incorporated by reference to Appendix A to Post-Effective Amendment No. 12 to Form S-11 on Form S-3, filed April 5, 2016, Commission File No. 333-191049)
31.1*	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	XBRL Instance Document.
101.SCH*	XBRL Taxonomy Extension Schema Document.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document.

______________

55

PART II — OTHER INFORMATION (continued)

*

Filed herewith.

**

In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

56

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Steadfast Apartment REIT, Inc.
Date:	November 13, 2017	By:	/s/ Rodney F. Emery
			Rodney F. Emery
			Chief Executive Officer and Chairman of the Board
			(Principal Executive Officer)
Date:	November 13, 2017	By:	/s/ Kevin J. Keating
			Kevin J. Keating
			Chief Financial Officer
			(Principal Financial and Accounting Officer)

57