UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended September 30, 2019 |
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)
Securities registered pursuant to Section 12(b) of the Act: None
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
N/A | N/A | N/A |
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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, 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.
Large Accelerated filer o | Accelerated filer o |
Non-Accelerated filer þ | 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 1, 2019, there were 52,505,445 shares of the Registrant’s common stock issued and outstanding.
STEADFAST APARTMENT REIT, INC.
INDEX
Page | |||
1
STEADFAST APARTMENT REIT, INC.
CONSOLIDATED BALANCE SHEETS
September 30, 2019 | December 31, 2018 | ||||||
(Unaudited) | |||||||
ASSETS | |||||||
Assets: | |||||||
Real Estate: | |||||||
Land | $ | 161,613,722 | $ | 161,613,722 | |||
Building and improvements | 1,401,105,029 | 1,381,769,664 | |||||
Total real estate held for investment, cost | 1,562,718,751 | 1,543,383,386 | |||||
Less accumulated depreciation and amortization | (268,924,964 | ) | (214,231,416 | ) | |||
Total real estate held for investment, net | 1,293,793,787 | 1,329,151,970 | |||||
Real estate held for development | 4,305,247 | — | |||||
Real estate held for sale, net | — | 27,487,772 | |||||
Total real estate, net | 1,298,099,034 | 1,356,639,742 | |||||
Cash and cash equivalents | 74,816,801 | 58,880,007 | |||||
Restricted cash | 47,261,216 | 13,858,768 | |||||
Rents and other receivables | 1,849,239 | 1,836,406 | |||||
Other assets | 4,174,228 | 2,923,725 | |||||
Total assets | $ | 1,426,200,518 | $ | 1,434,138,648 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
Liabilities: | |||||||
Accounts payable and accrued liabilities | $ | 32,023,162 | $ | 31,389,375 | |||
Notes Payable, net: | |||||||
Mortgage notes payable, net | 551,806,409 | 502,143,306 | |||||
Credit facilities, net | 548,358,514 | 548,012,437 | |||||
Total notes payable, net | 1,100,164,923 | 1,050,155,743 | |||||
Distributions payable | 3,873,086 | 3,953,499 | |||||
Due to affiliates | 2,677,408 | 1,711,168 | |||||
Liabilities related to real estate held for sale | — | 940,903 | |||||
Total liabilities | 1,138,738,579 | 1,088,150,688 | |||||
Commitments and contingencies (Note 9) | |||||||
Redeemable common stock | 1,182,360 | — | |||||
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, 52,341,643 and 51,723,801 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively | 523,416 | 517,238 | |||||
Convertible stock, $0.01 par value per share; 1,000 shares authorized, issued and outstanding as of September 30, 2019 and December 31, 2018, respectively | 10 | 10 | |||||
Additional paid-in capital | 694,224,617 | 684,140,823 | |||||
Cumulative distributions and net losses | (408,468,464 | ) | (338,670,111 | ) | |||
Total stockholders’ equity | 286,279,579 | 345,987,960 | |||||
Total liabilities and stockholders’ equity | $ | 1,426,200,518 | $ | 1,434,138,648 |
See accompanying notes to consolidated financial statements.
2
STEADFAST APARTMENT REIT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Revenues: | |||||||||||||||
Rental income | $ | 43,962,752 | $ | 42,791,623 | $ | 129,166,798 | $ | 125,428,614 | |||||||
Other income | 536,512 | 363,756 | 2,055,689 | 1,568,957 | |||||||||||
Total revenues | 44,499,264 | 43,155,379 | 131,222,487 | 126,997,571 | |||||||||||
Expenses: | |||||||||||||||
Operating, maintenance and management | 11,788,068 | 11,413,882 | 32,325,417 | 31,828,565 | |||||||||||
Real estate taxes and insurance | 6,086,781 | 5,581,414 | 19,111,364 | 17,229,297 | |||||||||||
Fees to affiliates | 6,917,303 | 9,626,258 | 19,248,909 | 21,249,639 | |||||||||||
Depreciation and amortization | 18,632,477 | 17,855,195 | 55,430,404 | 52,920,337 | |||||||||||
Interest expense | 12,562,978 | 12,273,389 | 36,962,055 | 31,619,697 | |||||||||||
Loss on debt extinguishment | — | 4,975,497 | 41,609 | 4,975,497 | |||||||||||
General and administrative expenses | 2,230,541 | 2,101,075 | 6,173,895 | 4,810,141 | |||||||||||
Total expenses | 58,218,148 | 63,826,710 | 169,293,653 | 164,633,173 | |||||||||||
Loss before other income | (13,718,884 | ) | (20,671,331 | ) | (38,071,166 | ) | (37,635,602 | ) | |||||||
Other income: | |||||||||||||||
Gain on sale of real estate, net | 3,329,078 | — | 3,329,078 | — | |||||||||||
Total other income | 3,329,078 | — | 3,329,078 | — | |||||||||||
Net loss | $ | (10,389,806 | ) | $ | (20,671,331 | ) | $ | (34,742,088 | ) | $ | (37,635,602 | ) | |||
Loss per common share — basic and diluted | $ | (0.20 | ) | $ | (0.40 | ) | $ | (0.67 | ) | $ | (0.74 | ) | |||
Weighted average number of common shares outstanding — basic and diluted | 52,279,878 | 51,422,384 | 52,096,357 | 51,198,919 |
See accompanying notes to consolidated financial statements.
3
STEADFAST APARTMENT REIT, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2019 (Unaudited)
Common Stock | Convertible Stock | Additional Paid-In Capital | Cumulative Distributions & Net Losses | Total Stockholders’ Equity | ||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||
BALANCE, July 1, 2019 | 52,142,845 | $ | 521,428 | 1,000 | $ | 10 | $ | 690,921,687 | $ | (386,218,653 | ) | $ | 305,224,472 | |||||||||||||
Issuance of common stock | 334,187 | 3,342 | — | — | 5,290,186 | — | 5,293,528 | |||||||||||||||||||
Repurchase of common stock | (135,389 | ) | (1,354 | ) | — | — | (1,998,646 | ) | — | (2,000,000 | ) | |||||||||||||||
Distributions declared ($0.227 per share of common stock) | — | — | — | — | — | (11,860,005 | ) | (11,860,005 | ) | |||||||||||||||||
Amortization of stock-based compensation | — | — | — | — | 11,390 | — | 11,390 | |||||||||||||||||||
Net loss | — | — | — | — | — | (10,389,806 | ) | (10,389,806 | ) | |||||||||||||||||
BALANCE, September 30, 2019 | 52,341,643 | $ | 523,416 | 1,000 | $ | 10 | $ | 694,224,617 | $ | (408,468,464 | ) | $ | 286,279,579 |
Common Stock | Convertible Stock | Additional Paid-In Capital | Cumulative Distributions & Net Losses | Total Stockholders’ Equity | ||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||
BALANCE, January 1, 2019 | 51,723,801 | $ | 517,238 | 1,000 | $ | 10 | $ | 684,140,823 | $ | (338,670,111 | ) | $ | 345,987,960 | |||||||||||||
Issuance of common stock | 1,028,077 | 10,280 | — | — | 16,040,510 | — | 16,050,790 | |||||||||||||||||||
Repurchase of common stock | (410,235 | ) | (4,102 | ) | — | — | (5,995,898 | ) | — | (6,000,000 | ) | |||||||||||||||
Distributions declared ($0.673 per share of common stock) | — | — | — | — | — | (35,056,265 | ) | (35,056,265 | ) | |||||||||||||||||
Amortization of stock-based compensation | — | — | — | — | 39,182 | — | 39,182 | |||||||||||||||||||
Net loss | — | — | — | — | — | (34,742,088 | ) | (34,742,088 | ) | |||||||||||||||||
BALANCE, September 30, 2019 | 52,341,643 | $ | 523,416 | 1,000 | $ | 10 | $ | 694,224,617 | $ | (408,468,464 | ) | $ | 286,279,579 |
See accompanying notes to consolidated financial statements.
4
STEADFAST APARTMENT REIT, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2018 (Unaudited)
Common Stock | Convertible Stock | Additional Paid-In Capital | Cumulative Distributions & Net Losses | Total Stockholders’ Equity | ||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||
BALANCE, July 1, 2018 | 51,262,810 | $ | 512,628 | 1,000 | $ | 10 | $ | 676,854,459 | $ | (283,152,381 | ) | $ | 394,214,716 | |||||||||||||
Issuance of common stock | 380,849 | 3,809 | — | — | 5,701,615 | — | 5,705,424 | |||||||||||||||||||
Repurchase of common stock | (142,393 | ) | (1,424 | ) | — | — | (1,998,576 | ) | — | (2,000,000 | ) | |||||||||||||||
Distributions declared ($0.227 per share of common stock) | — | — | — | — | — | (11,664,156 | ) | (11,664,156 | ) | |||||||||||||||||
Amortization of stock-based compensation | — | — | — | — | 33,043 | — | 33,043 | |||||||||||||||||||
Net loss | — | — | — | — | — | (20,671,331 | ) | (20,671,331 | ) | |||||||||||||||||
BALANCE, September 30, 2018 | 51,501,266 | $ | 515,013 | 1,000 | $ | 10 | $ | 680,590,541 | $ | (315,487,868 | ) | $ | 365,617,696 |
Common Stock | Convertible Stock | Additional Paid-In Capital | Cumulative Distributions & Net Losses | Total Stockholders’ Equity | ||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||
BALANCE, January 1, 2018 | 50,842,640 | $ | 508,426 | 1,000 | $ | 10 | $ | 633,186,743 | $ | (243,389,996 | ) | $ | 390,305,183 | |||||||||||||
Issuance of common stock | 1,147,631 | 11,477 | — | — | 17,163,887 | — | 17,175,364 | |||||||||||||||||||
Commissions on sales of common stock and related dealer manager fees to affiliates | — | — | — | — | 32,414 | — | 32,414 | |||||||||||||||||||
Transfers from redeemable common stock | — | — | — | — | 37,028,102 | — | 37,028,102 | |||||||||||||||||||
Repurchase of common stock | (489,005 | ) | (4,890 | ) | — | — | (6,881,326 | ) | — | (6,886,216 | ) | |||||||||||||||
Distributions declared ($0.673 per share of common stock) | — | — | — | — | — | (34,462,270 | ) | (34,462,270 | ) | |||||||||||||||||
Amortization of stock-based compensation | — | — | — | — | 60,721 | — | 60,721 | |||||||||||||||||||
Net loss | — | — | — | — | — | (37,635,602 | ) | (37,635,602 | ) | |||||||||||||||||
BALANCE, September 30, 2018 | 51,501,266 | $ | 515,013 | 1,000 | $ | 10 | $ | 680,590,541 | $ | (315,487,868 | ) | $ | 365,617,696 |
See accompanying notes to consolidated financial statements.
5
STEADFAST APARTMENT REIT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended September 30, | |||||||
2019 | 2018 | ||||||
Cash Flows from Operating Activities: | |||||||
Net loss | $ | (34,742,088 | ) | $ | (37,635,602 | ) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||
Depreciation and amortization | 55,430,404 | 52,920,337 | |||||
Loss on disposal of buildings and improvements | 150,978 | 211,742 | |||||
Amortization of deferred financing costs | 750,751 | 762,658 | |||||
Amortization of stock-based compensation | 39,182 | 60,721 | |||||
Change in fair value of interest rate cap agreements | 223,867 | (641,013 | ) | ||||
Gain on sale of real estate | (3,329,078 | ) | — | ||||
Amortization of loan discount | — | 207,074 | |||||
Loss on debt extinguishment | 41,609 | 4,975,497 | |||||
Insurance claim recoveries | (706,654 | ) | (331,716 | ) | |||
Changes in operating assets and liabilities: | |||||||
Rents and other receivables | (87,831 | ) | (136,231 | ) | |||
Other assets | (799,448 | ) | (351,980 | ) | |||
Accounts payable and accrued liabilities | 1,014,193 | 5,900,772 | |||||
Due to affiliates | 807,450 | (206,276 | ) | ||||
Net cash provided by operating activities | 18,793,335 | 25,735,983 | |||||
Cash Flows from Investing Activities: | |||||||
Acquisition of real estate held for development | (2,158,815 | ) | — | ||||
Additions to real estate investments | (19,206,964 | ) | (13,049,961 | ) | |||
Additions to real estate held for development | (1,789,630 | ) | — | ||||
Escrow deposits for pending real estate acquisitions | (700,100 | ) | — | ||||
Capitalized acquisition costs related to mergers | (10,471 | ) | — | ||||
Purchase of interest rate cap agreements | (18,000 | ) | (43,200 | ) | |||
Net proceeds from sale of real estate investments | 29,944,301 | — | |||||
Proceeds from settlement of interest rate cap agreements | — | 270,000 | |||||
Proceeds from insurance claims | 781,654 | 331,716 | |||||
Net cash provided by (used in) investing activities | 6,841,975 | (12,491,445 | ) | ||||
Cash Flows from Financing Activities: | |||||||
Proceeds from issuance of mortgage notes payable | 126,121,000 | 160,850,000 | |||||
Principal payments on mortgage notes payable | (76,105,725 | ) | (611,223,676 | ) | |||
Borrowings from credit facilities | — | 562,669,000 | |||||
Principal payments on credit facilities | — | (56,000,000 | ) | ||||
Payments of commissions on sale of common stock | (172,278 | ) | (173,111 | ) | |||
Payment of loan financing deposits | (254,722 | ) | — | ||||
Payment of deferred financing costs | (798,455 | ) | (4,538,261 | ) | |||
Payment of debt extinguishment costs | — | (1,019,491 | ) | ||||
Distributions to common stockholders | (19,085,888 | ) | (17,364,466 | ) | |||
Repurchase of common stock | (6,000,000 | ) | (6,886,216 | ) | |||
Net cash provided by financing activities | 23,703,932 | 26,313,779 | |||||
Net increase in cash, cash equivalents and restricted cash | 49,339,242 | 39,558,317 | |||||
Cash, cash equivalents and restricted cash, beginning of the period | 72,738,775 | 38,667,705 | |||||
Cash, cash equivalents and restricted cash, end of the period | $ | 122,078,017 | $ | 78,226,022 |
6
STEADFAST APARTMENT REIT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Unaudited)
Nine Months Ended September 30, | |||||||
2019 | 2018 | ||||||
Supplemental Disclosures of Cash Flow Information: | |||||||
Interest paid, net of amounts capitalized of $49,068 and $0 for the nine months ended September 30, 2019 and 2018, respectively | $ | 36,328,593 | $ | 30,062,317 | |||
Supplemental Disclosures of Noncash Flow Transactions: | |||||||
Distributions payable | $ | 3,873,086 | $ | 3,809,169 | |||
Distributions paid to common stockholders through common stock issuances pursuant to the distribution reinvestment plan | $ | 16,050,790 | $ | 17,175,364 | |||
Redeemable common stock | $ | 1,182,360 | $ | — | |||
Redemptions payable | $ | 817,640 | $ | 2,000,000 | |||
Accounts payable and accrued liabilities from additions to real estate investments | $ | 729,005 | $ | 189,223 | |||
Due to affiliates from additions to real estate investments | $ | 62,159 | $ | 50,519 | |||
Accounts payable & accrued liabilities from capitalized acquisition costs related to the proposed mergers | $ | 503,041 | $ | — | |||
Accounts payable & accrued liabilities from additions to real estate held for development | $ | 41,434 | $ | — | |||
Due to affiliates for commissions on sale of common stock | $ | 127,673 | $ | 356,814 | |||
Restricted cash held as substitution deposit for MCFA from proceeds from sale of real estate investments | $ | 17,514,055 | $ | — | |||
Operating lease right-of-use asset,net | $ | 3,462 | $ | — | |||
Operating lease liabilities, net | $ | 4,989 | $ | — |
See accompanying notes to consolidated financial statements.
7
PART I — FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)
STEADFAST APARTMENT REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2019
(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 (Stockholders’ Equity).
The Company owns and operates a diverse portfolio of multifamily properties located in targeted markets throughout the United States. As of September 30, 2019, the Company owned 33 multifamily properties comprising a total of 11,455 apartment homes and one parcel of land held for the development of apartment homes. The Company may acquire additional multifamily properties or pursue multifamily developments in the future. For more information on the Company’s real estate portfolio, see Note 3 (Real Estate).
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, 2019, the Company had issued 53,949,748 shares of common stock for gross offering proceeds of $804,390,765, including 6,335,721 shares of common stock issued pursuant to the DRP for gross offering proceeds of $93,955,886.
On March 12, 2019, the Company’s board of directors approved an estimated value per share of the Company’s common stock of $15.84 as of December 31, 2018. In connection with the determination of an estimated value per share, the Company’s board of directors approved a price per share for the DRP of $15.84, effective April 1, 2019. 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, Steadfast Apartment REIT Operating Partnership, L.P. (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, 2020. Subject to certain restrictions and limitations, the Advisor manages the Company’s day-to-day operations, manages the Company’s portfolio of properties, sources and presents investment opportunities to the Company’s board of directors and provides investment management services on the 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. Stira Capital Markets Group, LLC (formerly known as Steadfast Capital Markets Group, LLC) (the “Dealer Manager”), an affiliate of the Advisor, served 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 marketing, investor relations and other administrative services on the Company’s behalf.
8
PART I — FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)
STEADFAST APARTMENT REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2019
(unaudited)
Substantially all of the Company’s business is conducted through the Operating Partnership. 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 the Limited Partnership Agreement of Steadfast Apartment REIT Operating Partnership L.P. on September 3, 2013 (as amended, the “Partnership Agreement”). Steadfast Apartment REIT Limited Partner, LLC made a $1,000 capital contribution to the Operating Partnership as the initial limited partner.
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.
Pending Mergers with Steadfast Income REIT, Inc. and Steadfast Apartment REIT III, Inc.
On August 5, 2019, the Company entered into the Merger Agreements (as defined herein) to acquire each of Steadfast Income REIT, Inc. (“SIR”) and Steadfast Apartment REIT III, Inc. (“STAR III”), which are public non-traded REITs sponsored by the Sponsor. As described in greater detail below, both pending mergers are stock-for-stock transactions whereby each of SIR and STAR III will be merged with and into a wholly-owned subsidiary of the Company. The consummation of the Company’s merger with SIR is not contingent upon the completion of the Company’s merger with STAR III, and the consummation of the Company’s merger with STAR III is not contingent upon the completion of the Company’s merger with SIR.
Proposed SIR Merger
On August 5, 2019, the Company, SIR, the Operating Partnership, Steadfast Income REIT Operating Partnership, L.P., the operating partnership of SIR, and SI Subsidiary, LLC, a wholly-owned subsidiary of the Company (the “SIR Merger Sub”) entered into an Agreement and Plan of Merger (the “SIR Merger Agreement”). Subject to the terms and conditions of the SIR Merger Agreement, SIR will merge with and into SIR Merger Sub (the “SIR Merger”), with SIR Merger Sub surviving the SIR Merger, such that following the SIR Merger, the surviving entity will continue as a wholly-owned subsidiary of the Company. In accordance with the applicable provisions of the Maryland General Corporation Law (“MGCL”) the separate existence of SIR shall cease.
At the effective time of the SIR Merger and subject to the terms and conditions of the SIR Merger Agreement, each issued and outstanding share of SIR’s common stock (or a fraction thereof), $0.01 par value per share (the “SIR Common Stock”), will be converted into the right to receive 0.5934 shares of the Company’s common stock.
The obligations of each party to consummate the SIR Merger are subject to a number of conditions, including receipt of the approval of the SIR Merger and of an amendment to SIR’s charter to delete certain provisions regarding roll-up transactions by the holders of a majority of the outstanding shares of SIR Common Stock.
Proposed STAR III Merger
On August 5, 2019, the Company, STAR III, the Operating Partnership, Steadfast Apartment REIT III Operating Partnership, L.P., the operating partnership of STAR III, and SIII Subsidiary, LLC, a wholly-owned subsidiary of the Company, (the “STAR III Merger Sub,”) entered into an Agreement and Plan of Merger (the “STAR III Merger Agreement” and together with the SIR Merger Agreement, the “Merger Agreements”). Subject to the terms and conditions of the STAR III Merger Agreement, STAR III will merge with and into the STAR III Merger Sub (the “STAR III Merger”), with STAR III Merger Sub
9
PART I — FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)
STEADFAST APARTMENT REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2019
(unaudited)
surviving the STAR III Merger, such that following the STAR III Merger, the surviving entity will continue as a wholly-owned subsidiary of the Company. In accordance with the applicable provisions of the MGCL the separate existence of STAR III shall cease.
At the effective time of the STAR III Merger and subject to the terms and conditions of the STAR III Merger Agreement, each issued and outstanding share of STAR III’s common stock (or a fraction thereof), $0.01 par value per share (the “STAR III Common Stock”), will be converted into the right to receive 1.430 shares of the Company’s common stock.
The obligations of each party to consummate the STAR III Merger are subject to a number of conditions, including receipt of the approval of the STAR III Merger and of an amendment to STAR III’s charter to delete certain provisions regarding roll-up transactions by the holders of a majority of the outstanding shares of STAR III Common Stock.
Combined Company
The combined company after the STAR III Merger and/or the SIR Merger will retain the name “Steadfast Apartment REIT, Inc.” The mergers are each intended to qualify as a “reorganization” under, and within the meaning of, Section 368(a) of the Internal Revenue Code.
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, 2018, other than Accounting Standards Update (“ASU”) 2016-02 and the Securities and Exchange Commission’s (“SEC”) Disclosure Update and Simplification rule (Release 33-10532), as further described below. 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, 2018, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 14, 2019.
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, 2019, are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. 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, 2018.
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.
10
PART I — FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)
STEADFAST APARTMENT REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2019
(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.
11
PART I — FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)
STEADFAST APARTMENT REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2019
(unaudited)
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, 2019 | ||||||||||||
Fair Value Measurements Using | ||||||||||||
Level 1 | Level 2 | Level 3 | ||||||||||
Assets: | ||||||||||||
Interest rate cap agreements | $ | — | $ | 1,902 | $ | — |
December 31, 2018 | ||||||||||||
Fair Value Measurements Using | ||||||||||||
Level 1 | Level 2 | Level 3 | ||||||||||
Assets: | ||||||||||||
Interest rate cap agreements | $ | — | $ | 207,769 | $ | — |
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.
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, 2019 and December 31, 2018, the fair value of the notes payable was $1,129,952,413 and $1,042,358,884, respectively, compared to the carrying value of $1,100,164,923 and $1,050,155,743, respectively.
Restricted Cash
Restricted cash represents those cash accounts for which the use of funds is restricted by loan covenants and cash is placed with a qualified intermediary for reinvestment under Section 1031 of the Internal Revenue Code. As of September 30, 2019, the Company had a restricted cash balance of $47,261,216, which includes $19,714,500 in allocated loan amounts held by the lender of the Company’s master credit facility and $12,382,678 of cash proceeds from the sale of one property that are being held by qualified intermediaries as of September 30, 2019. As of December 31, 2018, the Company had a restricted cash balance of $13,858,768, which consisted primarily of real estate tax impounds. In connection with the property sale, the Company was required to deposit $19,714,500, as substitution for the loan amount allocated in the Company’s master credit facility to the sold property, $17,514,055 of which was funded from proceeds from the sale of the property. For more information on the Company’s master credit facility, see Note 5 (Debt).
12
PART I — FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)
STEADFAST APARTMENT REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2019
(unaudited)
The following table represents the components of the cash, cash equivalents and restricted cash presented on the accompanying consolidated statements of cash flows for the nine months ended September 30, 2019 and 2018:
September 30, | ||||||||
2019 | 2018 | |||||||
Cash and cash equivalents | $ | 74,816,801 | $ | 62,267,700 | ||||
Restricted cash | 47,261,216 | 15,958,322 | ||||||
Total cash, cash and cash equivalents and restricted cash | $ | 122,078,017 | $ | 78,226,022 |
Distribution Policy
The Company elected to be taxed, and currently qualifies, 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 three and nine months ended September 30, 2019, were based on daily record dates and calculated at a rate of $0.002466 per share per day during the period from January 1, 2019 through September 30, 2019.
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, 2019, 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, 2018, the Company declared distributions totaling $0.227 and $0.673 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 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.
Reclassifications
Certain amounts in the Company’s prior period consolidated financial statements were reclassified to conform to the current presentation. These reclassifications did not change the results of operations of those prior periods. On January 1, 2019, the Company adopted ASU 2016-02, as further described below. As a result, all income earned pursuant to tenant leases is reflected as one line item, “Rental Income,” in the consolidated statements of operations. To facilitate comparability, the Company has reclassified the prior period’s lease and non-lease income consistently with the current periods presented.
13
PART I — FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)
STEADFAST APARTMENT REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2019
(unaudited)
The table below provides a reconciliation of the prior period presentation of the income statement line items that were reclassified in our consolidated statements of operations to conform to the current period presentation, pursuant to the adoption of the new lease accounting standard and election of the single component practical expedient:
Three Months Ended September 30, 2018 | Nine Months Ended September 30, 2018 | |||||||
Rental income (presentation prior to January 1, 2019) | $ | 38,226,188 | $ | 112,776,421 | ||||
Tenant reimbursements(1) (presentation prior to January 1, 2019) | 4,565,435 | 12,652,193 | ||||||
Rental income (presentation effective January 1, 2019) | $ | 42,791,623 | $ | 125,428,614 |
_________________
(1) Tenant reimbursements include reimbursements for recoverable costs.
Recent Accounting Pronouncements
In February 2016, the FASB established ASC Topic 842, Leases (“ASC 842”), by issuing ASU 2016-02, which requires lessees to recognize right-of-use assets and lease liabilities for operating leases on the balance sheet and disclose key information about leasing arrangements. ASC 842 also makes targeted changes to lessor accounting. ASC 842 was subsequently amended by ASU 2018-01, Land Easement Practical Expedient for Transition to Topic 842 (“ASU 2018-01”), ASU 2018-10, Codification Improvements to Topic 842 (“ASU 2018-10”), ASU 2018-11, Targeted Improvements (“ASU 2018-11”) and ASU 2018-20, Leases (Topic 842), Narrow-scope Improvements for Lessors (“ASU 2018-20”). ASC 842 requires a modified retrospective transition approach that was effective in the first quarter of 2019, subject to early adoption. The Company elected an optional transition method that allows entities to initially apply ASC 842 at the adoption date (January 1, 2019) and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company evaluated the impact of ASC 842 on its leases both as it relates to the Company acting as a lessee and as a lessor. Based on its evaluation, as it relates to the former, the Company elected to apply each of the practical expedients described in ASC 842-10-65-1(f) that allowed the Company, among other things, to not reassess lease classification conclusions or initial direct cost accounting as of December 31, 2018, therefore these leases continue to be accounted for as operating leases. The Company also elected the practical expedient described in ASC 842-20-25-2 not to apply the recognition requirements in ASC 842 to short-term leases and instead, to recognize lease payments in the consolidated statement of operations on a straight-line basis over the lease term. The Company did not experience a material impact on the recognition of leases in the consolidated financial statements because the quantity of leased equipment by the Company is limited and immaterial to the consolidated financial statements. Upon adoption, the Company recognized an initial operating lease right-of-use asset, net, of $7,656 and an operating lease liability, net, of $7,720.
As it relates to the Company as lessor, the Company did not experience a material impact on the recognition of leases in the consolidated financial statements because under ASC 842, lessors continue to account for leases using an approach that is substantially equivalent to historical guidance for sales-type leases, direct financing leases, and operating leases. The Company elected a practical expedient which allows lessors to not separate non-lease components from the lease component when the timing and pattern of transfer for the lease components and non-lease components are the same and if the lease component is classified as an operating lease. As a result, on January 1, 2019, the Company began presenting all rentals and reimbursements from tenants as a single line item rental income within the consolidated statements of operations. As of January 1, 2019, the Company implemented changes to its business processes and controls related to accounting for and the presentation and disclosure of leases, including the reclassification of tenant reimbursements, previously disclosed as part of tenant reimbursements and other, to rental income, in the consolidated statements of operations.
Under ASC 842, beginning on January 1, 2019, changes in the probability of collecting tenant rental income could result in direct adjustments of rental income and tenant receivables. The Company did not experience a material impact on its rental income and tenant receivables as of the adoption date.
14
PART I — FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)
STEADFAST APARTMENT REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2019
(unaudited)
The Company’s rental income consists of fixed rental payments from tenants under operating leases and is recognized on a straight-line basis over the respective operating lease terms. The Company recognizes minimum rent, including rental abatements, concessions and contractual fixed increases attributable to operating leases, on a straight-line basis over the term of the non-cancelable term of the related lease. The Company’s rental income that relates to variable lease payments consists of tenant reimbursements and includes reimbursements for recoverable costs, which are recognized as revenue in the period during which the applicable expenses are incurred and the tenant’s obligation to reimburse the Company arises.
The Company recognized $43,962,752 and $129,166,798 of rental income related to operating lease payments, of which $4,740,396 and $13,150,831 was for variable lease payments for the three and nine months ended September 30, 2019, respectively.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (“ASU 2016-13”). ASU 2016-13 requires more timely recording of credit losses on loans and other financial instruments that are not accounted for at fair value through net income (loss), including loans held for investment, held-to-maturity debt securities, trade and other receivables, net investment in leases and other such commitments. ASU 2016-13 requires that financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The amendments in ASU 2016-13 require the Company to measure all expected credit losses based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the financial assets and eliminates the “incurred loss” methodology in current GAAP. In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments — Credit Losses (“ASU 2018-19”), which clarifies that operating lease receivables accounted for under ASC 842 Leases, are not in the scope of the new credit losses guidance. The effective date and transition requirements for this guidance are the same as for ASU 2016-13. ASU 2016-13 is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements and related disclosures and does not expect a material impact on its consolidated financial statements and related disclosures from its adoption.
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The FASB issued ASU 2018-13 to improve the effectiveness of fair value measurement disclosures by adding, eliminating, and modifying certain disclosure requirements. The issuance of ASU 2018-13 is part of a disclosure framework project. The disclosure framework project’s objective and primary focus are to improve the effectiveness of disclosures in the notes to financial statements by facilitating clear communication of the information required by GAAP that is most important to users of each entity’s financial statements. Achieving the objective of improving the effectiveness of the notes to financial statements includes: (1) the development of a framework that promotes consistent decisions by the FASB board about disclosure requirements and (2) the appropriate exercise of discretion by reporting entities. The amendments in ASU 2018-13 modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, based on the concepts in FASB Concepts Statement, Conceptual Framework for Financial Reporting-Chapter 8: Notes to Financial Statements, including the consideration of costs and benefits. ASU 2018-13 removed certain disclosure requirements under Topic 820 such as the disclosure requirements of the valuation process for level 3 fair value measurements and modified and added certain of the disclosure requirements in Topic 820. ASU 2018-13 requires prospective and retrospective application depending on the amendment and is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact ASU 2018-13 will have on its consolidated financial statements and related disclosures and believes that certain disclosures of interest rate cap agreements in its consolidated financial statements may be impacted by the adoption of ASU 2018-13.
The SEC’s Disclosure Update and Simplification rule (Release 33-10532) amends the interim financial statement requirements to require a reconciliation of changes in stockholder’ equity in the notes or as a separate statement. This analysis should reconcile the beginning balance to the ending balance of each caption in stockholders’ equity for each period for which an income statement is required to be filed and comply with the remaining content requirements of Rule 3-04 of Regulation S-
15
PART I — FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)
STEADFAST APARTMENT REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2019
(unaudited)
X. As a result, registrants will have to provide the reconciliation for both the year-to-date and quarterly periods and comparable periods in Form 10-Q but only for the year-to-date periods in registration statements. The rule does not prescribe the format of the presentation as long as the appropriate periods are provided. Per a Compliance and Disclosure Interpretation (Q 105.09, Exchange Act Forms, 10-Q), “the amendments are effective for all filings made on or after November 5, 2018. In light of the timing of effectiveness of the amendments and proximity of effectiveness to the filing date for most filers’ quarterly reports, the staff would not object if the filer’s first presentation of the changes in the shareholders’ equity is included in its Form 10-Q for the quarter that begins after the effective date of the amendments.” This allowed the Company to adopt the amendment for the Company’s first quarter 2019 filing. The Company first adopted this guidance in the three months ended March 31, 2019, by presenting a reconciliation of changes in stockholders’ equity for the current and prior period as a separate statement.
3. Real Estate
As of September 30, 2019, the Company owned 33 multifamily properties comprising a total of 11,455 apartment homes and one parcel of land held for the development of apartment homes. The total contract acquisition price of the Company’s real estate portfolio was $1,471,571,997, including development costs. As of September 30, 2019 and December 31, 2018, the Company’s portfolio was approximately 94.4% and 93.9% occupied and the average monthly rent was $1,190 and $1,163, respectively.
As of September 30, 2019 and December 31, 2018, accumulated depreciation and amortization related to the Company’s consolidated real estate properties was as follows:
September 30, 2019 | ||||||||||||||||||||
Assets | ||||||||||||||||||||
Land | Building and Improvements(1) | Total Real Estate Held for Investment | Real Estate Under Development | Real Estate Held for Sale | ||||||||||||||||
Investments in real estate | $ | 161,613,722 | $ | 1,401,105,029 | $ | 1,562,718,751 | $ | 4,305,247 | $ | — | ||||||||||
Less: Accumulated depreciation and amortization | — | (268,924,964 | ) | (268,924,964 | ) | — | — | |||||||||||||
Net investments in real estate and related lease intangibles | $ | 161,613,722 | $ | 1,132,180,065 | $ | 1,293,793,787 | $ | 4,305,247 | $ | — |
____________________
(1) | During the three and nine months ended September 30, 2019, the Company capitalized $513,512 of costs related to the pending mergers with SIR and STAR III, included in building and improvements in the accompanying consolidated balance sheets. |
16
PART I — FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)
STEADFAST APARTMENT REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2019
(unaudited)
December 31, 2018 | ||||||||||||||||||||
Assets | ||||||||||||||||||||
Land | Building and Improvements | Total Real Estate Held for Investment | Real Estate Under Development | Real Estate Held for Sale | ||||||||||||||||
Investments in real estate | $ | 161,613,722 | $ | 1,381,769,664 | $ | 1,543,383,386 | $ | — | $ | 31,928,519 | ||||||||||
Less: Accumulated depreciation and amortization | — | (214,231,416 | ) | (214,231,416 | ) | — | (4,440,747 | ) | ||||||||||||
Net investments in real estate and related lease intangibles | $ | 161,613,722 | $ | 1,167,538,248 | $ | 1,329,151,970 | $ | — | $ | 27,487,772 |
Total depreciation and amortization expense was $18,632,477 and $55,430,404 for the three and nine months ended September 30, 2019, respectively, and $17,855,195 and $52,920,337 for the three and nine months ended September 30, 2018, respectively.
Depreciation of the Company’s buildings and improvements was $18,631,573 and $55,429,500 for the three and nine months ended September 30, 2019, respectively, and $17,855,195 and $52,920,337 for the three and nine months ended September 30, 2018, respectively.
Real Estate Under Development
During the nine months ended September 30, 2019, the Company acquired the following land held for the development of apartment homes:
Development Name | Location | Purchase Date | Land Held for Development | Construction in Progress | Total Carrying Value | |||||||||||
Garrison Station | Murfreesboro, TN | 5/30/2019 | $ | 2,469,183 | $ | 1,836,063 | $ | 4,305,246 |
Capitalized Acquisition Costs Related to the Pending Mergers with SIR and STAR III
The SIR Merger and STAR III Merger are each accounted for as an asset acquisition. In accordance with the asset acquisition method of accounting, costs incurred to acquire the asset are capitalized as part of the acquisition price. Upon signing both the SIR Merger Agreement and the STAR III Merger Agreement on August 5, 2019, the SIR Merger and STAR III Merger were considered probable of occurring, at which point the Company began to capitalize the merger related acquisition costs to building and improvements in the accompanying consolidated balance sheets. Prior to such date, the merger related acquisition costs were expensed to general and administrative expenses in the accompanying consolidated statements of operations.
Operating Leases
As of September 30, 2019, the Company’s real estate portfolio comprised 11,455 residential apartment homes and was 96.4% leased by a diverse group of residents. The residential lease terms consist of lease durations equal to twelve months or less.
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
17
PART I — FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)
STEADFAST APARTMENT REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2019
(unaudited)
cash related to tenant leases are included in accounts payables and accrued liabilities in the accompanying consolidated balance sheets and totaled $4,329,563 and $4,130,860 as of September 30, 2019 and December 31, 2018, respectively.
At September 30, 2019 and 2018, no tenant represented over 10% of the Company’s annualized base rent.
2019 Dispositions
Randall Highlands Apartments
On March 31, 2015, the Company, through an indirect wholly-owned subsidiary, acquired Randall Highlands Apartments, a multifamily property located in North Aurora, Illinois, containing 146 apartment homes. The purchase price of Randall Highlands Apartments was $32,115,000, exclusive of closing costs. On September 26, 2019, the Company sold Randall Highlands Apartments for $31,000,000, resulting in a gain of $3,329,078, which includes reductions to the net book value of the property due to historical depreciation and amortization expense. The purchaser of Randall Highlands Apartments was not affiliated with the Company or the Advisor.
The results of operations for the three and nine months ended September 30, 2019 and 2018, through the date of sale for Randall Highlands Apartments, were included in continuing operations on the Company’s consolidated statements of operations and are as follows:
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Revenues: | |||||||||||||||
Rental income | $ | 789,589 | $ | 815,168 | $ | 2,366,420 | $ | 2,314,405 | |||||||
Other income | 1,041 | 1,072 | 4,754 | 8,635 | |||||||||||
Total revenues | 790,630 | 816,240 | 2,371,174 | 2,323,040 | |||||||||||
Expenses: | |||||||||||||||
Operating, maintenance and management | 199,831 | 177,373 | 529,200 | 508,808 | |||||||||||
Real estate taxes and insurance | 169,267 | 209,923 | 571,248 | 577,792 | |||||||||||
Fees to affiliates | 36,135 | 33,012 | 103,855 | 88,769 | |||||||||||
Depreciation and amortization | 96,270 | 303,428 | 709,579 | 904,845 | |||||||||||
Interest expense | — | 75,800 | — | 484,049 | |||||||||||
Loss on debt extinguishment | — | 184,527 | — | 184,527 | |||||||||||
General and administrative expenses | 1,656 | 2,602 | 9,407 | 7,524 | |||||||||||
Total expenses | $ | 503,159 | $ | 986,665 | $ | 1,923,289 | $ | 2,756,314 |
18
PART I — FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)
STEADFAST APARTMENT REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2019
(unaudited)
4. Other Assets
As of September 30, 2019 and December 31, 2018, other assets consisted of:
September 30, 2019 | December 31, 2018 | ||||||
Prepaid expenses | $ | 1,148,875 | $ | 1,690,959 | |||
Interest rate cap agreements (Note 10) | 1,902 | 207,769 | |||||
Escrow deposits for pending real estate acquisitions | 500,100 | 100,000 | |||||
Other deposits | 2,502,717 | 924,997 | |||||
Operating lease right-of-use assets, net | 20,634 | — | |||||
Other assets | $ | 4,174,228 | $ | 2,923,725 |
Amortization of the Company’s operating lease right-of-use asset for the three and nine months ended September 30, 2019, was $904 and $904, respectively. Amortization of the Company’s operating lease right-of-use asset for the three and nine months ended September 30, 2018, was $0 and $0, respectively.
5. Debt
Mortgage Notes Payable
The following is a summary of mortgage notes payable, net, secured by real property as of September 30, 2019 and December 31, 2018.
September 30, 2019 | ||||||||||||||||
Interest Rate Range | Weighted Average Interest Rate | |||||||||||||||
Type | Number of Instruments | Maturity Date Range | Minimum | Maximum | Principal Outstanding | |||||||||||
Variable rate(1) | 6 | 12/1/2024 - 9/1/2025 | 1-Mo LIBOR + 1.88% | 1-Mo LIBOR + 2.28% | 3.99% | $ | 202,046,000 | |||||||||
Fixed rate | 10 | 7/1/2025 - 5/1/2054 | 3.36 | % | 4.60 | % | 4.11% | 353,528,608 | ||||||||
Mortgage notes payable, gross | 16 | 4.07% | 555,574,608 | |||||||||||||
Deferred financing costs, net(2) | (3,768,199 | ) | ||||||||||||||
Mortgage notes payable, net | $ | 551,806,409 |
19
PART I — FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)
STEADFAST APARTMENT REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2019
(unaudited)
December 31, 2018 | ||||||||||||||||
Interest Rate Range | Weighted Average Interest Rate | |||||||||||||||
Type | Number of Instruments | Maturity Date Range | Minimum | Maximum | Principal Outstanding | |||||||||||
Variable rate(1) | 8 | 12/1/2024 - 11/1/2025 | 1-Mo LIBOR + 1.88% | 1-Mo LIBOR + 2.28% | 4.53% | $ | 277,432,000 | |||||||||
Fixed rate | 7 | 7/1/2025 - 5/1/2054 | 4.34 | % | 4.60 | % | 4.45% | 228,127,333 | ||||||||
Mortgage notes payable, gross | 15 | 4.49% | 505,559,333 | |||||||||||||
Deferred financing costs, net(2) | (3,416,027 | ) | ||||||||||||||
Mortgage notes payable, net | $ | 502,143,306 |
___________
(1) | See Note 10 (Derivative Financial Instruments) 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) | Accumulated amortization related to deferred financing costs as of September 30, 2019 and December 31, 2018 was $2,048,573 and $1,602,290, respectively. |
Stoneridge Farms Financing
On July 30, 2019, one of the Company’s indirect wholly-owned subsidiaries entered into a loan agreement with Berkeley Point Capital LLC, d/b/a Newmark Knight Frank (“Berkeley Point”), for the principal amount of $45,711,000. The loan agreement provides for a term loan with a maturity date of August 1, 2029, unless the maturity date is accelerated pursuant to the loan agreement’s terms. The loan accrues interest at a fixed rate of 3.36% per annum. The entire outstanding principal balance and any accrued and unpaid interest on the loan is due on the maturity date. Interest only payments on the loan are payable monthly in arrears on specified dates as set forth in the loan agreement and interest and principal payments are due beginning September 1, 2024. Monthly payments are due and payable on the first day of each month, commencing September 1, 2019. The loan is secured by Stoneridge Farms, a 336-unit property located in Smyrna, Tennessee. The Company paid $228,555 in loan origination fees to Berkeley Point in connection with the financing, and paid the Advisor a loan coordination fee of $342,833.
Refinancing Transactions
On September 27, 2019, the Company, through its wholly-owned subsidiaries (each, a “Borrower” and collectively, the “Borrowers”), refinanced $75,386,000 of existing variable rate loans with its existing lender, PNC Bank, National Association (“PNC Bank”) with new fixed rate Freddie Mac loans in an aggregate principal amount of $80,410,000. Each of the loans has a maturity date of October 1, 2029. Interest only payments are payable monthly through November 1, 2024, with interest and principal payments due monthly thereafter. The Borrowers paid $301,538 in the aggregate in loan origination fees to PNC Bank in connection with the refinancing, and the Advisor earned loan coordination fees of $200,000. The refinancing transactions are treated as loan modifications in accordance with ASC 470 Debt, with lender direct expenses capitalized as deferred financing costs in mortgage notes payable, net in the accompanying consolidated balance sheets and third-party loan fees expensed in interest expense in the accompanying consolidated statements of operations.
20
PART I — FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)
STEADFAST APARTMENT REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2019
(unaudited)
The following is a summary of the refinancing of mortgage notes payable secured by real property during the three months ended September 30, 2019:
Property | Closing Date | Lender | Interest Rate | Loan Amount | ||||||
Delano at North Richland Hills | 9/27/2019 | PNC Bank | 3.56% | $ | 32,159,000 | |||||
Lakeside at Coppell | 9/27/2019 | PNC Bank | 3.56% | 48,251,000 | ||||||
$ | 80,410,000 |
Master Credit Facility
On July 31, 2018, (the “Closing Date”), 16 indirect wholly-owned subsidiaries of the Company terminated the existing mortgage loans with their lenders for an aggregate principal amount of $479,318,649 and entered into a Master Credit Facility Agreement (“MCFA”) with Newmark Group Inc. (“Facility Lender”) for an aggregate principal amount of $551,669,000. The MCFA provides for three tranches: (i) a fixed rate loan in the aggregate principal amount of $331,001,400 that accrues interest at 4.43% per annum; (ii) a fixed rate loan in the aggregate principal amount of $137,917,250 that accrues interest at 4.57%; and (iii) a variable rate loan in the aggregate principal amount of $82,750,350 that accrues interest at the one-month London Interbank Offered Rate (“LIBOR”) plus 1.70%. The loans have a maturity date of August 1, 2028, unless the maturity date is accelerated in accordance with the terms of the loan documents. Interest only payments are payable monthly through August 1, 2025, with interest and principal payments due monthly thereafter. The Company paid $1,930,842 in the aggregate in loan origination fees to the Facility Lender in connection with the refinancings, and paid the Advisor a loan coordination fee of $2,758,345.
CME Loans
Additionally, on the Closing Date, five of the Company’s indirect wholly-owned subsidiaries terminated the existing mortgage loans with their lenders for an aggregate principal amount of $131,318,742 and entered into new loan agreements with PNC Bank for an aggregate principal amount of $160,850,000. Each loan agreement provides for a term loan, a (“CME Loan” and, collectively, the “CME Loans”), with a maturity date of August 1, 2028, unless the maturity date is accelerated in accordance with the loan terms. Each CME Loan accrues interest at a fixed rate of 4.43% per annum. The entire outstanding principal balance and any accrued and unpaid interest on each of the CME Loans are due on the maturity date. Interest only payments on the CME Loans are payable monthly in arrears on specified dates as set forth in each loan agreement and interest and principal payments are due beginning September 1, 2023. Monthly payments are due and payable on the first day of each month, commencing September 1, 2018. The Company paid $643,400 in the aggregate in loan origination fees to PNC Bank in connection with the refinancings, and paid the Advisor a loan coordination fee of $804,250.
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 provided 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 had 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 were 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 had 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
21
PART I — FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)
STEADFAST APARTMENT REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2019
(unaudited)
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 terminated the Line of Credit on January 9, 2019.
As of September 30, 2019 and December 31, 2018, the advances obtained and certain financing costs incurred under the MCFA and Line of Credit, which is included in credit facilities, net, in the accompanying consolidated balance sheets, are summarized in the following table.
Amount of Advance as of | ||||||||
September 30, 2019 | December 31, 2018 | |||||||
Principal balance on Line of Credit, gross(1) | $ | — | $ | — | ||||
Principal balance on MCFA, gross | 551,669,000 | 551,669,000 | ||||||
Deferred financing costs, net on MCFA(2) | (3,310,486 | ) | (3,612,316 | ) | ||||
Deferred financing costs, net on Line of Credit(3) | — | (44,247 | ) | |||||
Credit facilities, net | $ | 548,358,514 | $ | 548,012,437 |
___________
(1) | At December 31, 2018, Landings of Brentwood was pledged as collateral pursuant to the Line of Credit. On January 9, 2019, the Company terminated the Line of Credit. |
(2) | Accumulated amortization related to deferred financing costs in respect of the MCFA as of September 30, 2019 and December 31, 2018, was $730,471 and $428,641, respectively. |
(3) | Accumulated amortization related to deferred financing costs in respect of the Line of Credit as of September 30, 2019 and December 31, 2018, was $0 and $280,753, respectively. |
Maturity and Interest
The following is a summary of the Company’s aggregate maturities as of September 30, 2019:
______________
Maturities During the Years Ending December 31, | ||||||||||||||||||||||||||||
Contractual Obligations | Total | Remainder of 2019 | 2020 | 2021 | 2022 | 2023 | Thereafter | |||||||||||||||||||||
Principal payments on outstanding debt (1) | $ | 1,107,243,608 | $ | 247,221 | $ | 1,142,443 | $ | 4,327,459 | $ | 4,412,236 | $ | 5,231,961 | $ | 1,091,882,288 |
(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 associated with the notes payable. |
The Company’s notes payable contain customary financial and non-financial debt covenants. At September 30, 2019, the Company was in compliance with all debt covenants.
For the three and nine months ended September 30, 2019, the Company incurred interest expense of $12,562,978 and $36,962,055, respectively. Interest expense for the three and nine months ended September 30, 2019, includes amortization of deferred financing costs of $256,547 and $750,751, net unrealized losses from the change in fair value of interest rate cap agreements of $24,144 and $223,867 and credit facility commitment fees of $0 and $2,137, net of capitalized interest of $49,068 and $49,068, respectively. The capitalized interest is included in real estate held for development on the consolidated balance sheets.
22
PART I — FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)
STEADFAST APARTMENT REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2019
(unaudited)
For the three and nine months ended September 30, 2018, the Company incurred interest expense of $12,273,389 and $31,619,697, respectively. Interest expense for the three and nine months ended September 30, 2018, includes amortization of deferred financing costs of $269,417 and $762,658, net unrealized gains from the change in fair value of interest rate cap agreements of $62,119 and $641,013, credit facility commitment fees of $16,101 and $30,978, loan fees associated with mortgage notes refinancing of $566,048 and $587,520 and loan discount amortization of $29,582 and $207,074, respectively.
Interest expense of $3,664,971 and $4,006,127 was payable as of September 30, 2019 and December 31, 2018, 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 of 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, 2019, the Company had issued 53,949,748 shares of common stock for offering proceeds of $719,553,631, including 6,335,721 shares of common stock issued pursuant to the DRP for total proceeds of $93,955,886, net of offering costs of $84,837,134. The offering costs primarily consisted of selling commissions and dealer manager fees paid in the Primary Offering.
As further discussed in Note 8 (Incentive Award Plan and Independent Director Compensation), 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.
23
PART I — FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)
STEADFAST APARTMENT REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2019
(unaudited)
The issuance and vesting activity for the nine months ended September 30, 2019 and year ended December 31, 2018, for the restricted stock issued to the Company’s independent directors were as follows:
Nine Months Ended September 30, 2019 | Year Ended December 31, 2018 | |||||
Nonvested shares at the beginning of the period | 7,497 | 7,497 | ||||
Granted shares | — | 4,998 | ||||
Vested shares | (3,749 | ) | (4,998 | ) | ||
Nonvested shares at the end of the period | 3,748 | 7,497 |
Additionally, the weighted average fair value of restricted common stock issued to the Company’s independent directors for the nine months ended September 30, 2019 and year ended December 31, 2018 was as follows:
Grant Year | Weighted Average Fair Value | |||
2018 | $15.18 | |||
2019 | n/a |
Included in general and administrative expenses is $11,390 and $39,182 for the three and nine months ended September 30, 2019, and $33,044 and $60,721 for the three and nine months ended September 30, 2018, respectively, for compensation expense related to the issuance of restricted common stock. As of September 30, 2019, the compensation expense related to the issuance of the restricted common stock not yet recognized was $51,076. The weighted average remaining term of the restricted common stock was approximately 1.2 years as of September 30, 2019. As of September 30, 2019, no shares of restricted common stock issued to the independent directors have been forfeited.
Convertible Stock
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 any class or series that the Company has authority to issue. As of September 30, 2019 and December 31, 2018, no shares of the Company’s preferred stock were issued and outstanding.
24
PART I — FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)
STEADFAST APARTMENT REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2019
(unaudited)
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 March 12, 2019, March 14, 2018 and February 14, 2017, the Company’s board of directors approved a price per share for the DRP of $15.84, $15.18 and $14.85, effective April 1, 2019, April 1, 2018 and March 1, 2017, 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.
From March 29, 2016, the date the Company first published an estimated value per share, until April 14, 2018, 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 Estimated Value per Share(2) | |
2 years | 95.0% of Estimated Value per Share(2) | |
3 years | 97.5% of Estimated Value per Share(2) | |
4 years | 100.0% of Estimated Value per Share(2) | |
In the event of a stockholder’s death or disability(3) | Average Issue Price for Shares(4) |
________________
(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 “Estimated Value per Share” is the most recent publicly disclosed estimated value per share determined by the Company’s board of directors.
(3) | The required one-year holding period does not apply to repurchases requested within two years after the death or disability of a stockholder. |
(4) | 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. |
On March 14, 2018, the board of directors of the Company determined to amend the terms of the Company’s share repurchase plan effective as of April 15, 2018 to (1) limit the amount of shares repurchased pursuant to the Company’s share repurchase plan each quarter to $2,000,000 and (2) revise the repurchase price to an amount equal to 93% of the most recently publicly disclosed estimated value per share. Pursuant to the amended share repurchase plan, the current share repurchase price
25
PART I — FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)
STEADFAST APARTMENT REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2019
(unaudited)
is $14.73 per share, which represents 93% of the estimated value per share of $15.84. The share repurchase price is further reduced based on how long the stockholder has held the shares as follows:
Share Purchase Anniversary | Repurchase Price on Repurchase Date(1) | |
Less than 1 year | No Repurchase Allowed | |
1 year | 92.5% of the Share Repurchase Price(2) | |
2 years | 95.0% of the Share Repurchase Price(2) | |
3 years | 97.5% of the Share Repurchase Price(2) | |
4 years | 100.0% of the Share Repurchase Price(2) | |
In the event of a stockholder’s death or disability(3) | Average Issue Price for Shares(4) |
________________
(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 “Share Repurchase Price” equals 93% of the Estimated Value per Share.
(3) | The required one-year holding period does not apply to repurchases requested within two years after the death or disability of a stockholder. |
(4) | 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. |
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.
In connection with the proposed SIR Merger and STAR III Merger, on August 5, 2019, the Company’s board of directors approved the Amended and Restated Share Repurchase Plan (the “Amended & Restated SRP”), which became effective September 5, 2019, and will apply with repurchases made on the repurchase dates subsequent to the effective date of the Amended & Restated SRP. Under the Amended & Restated SRP, the Company will only repurchase shares of common stock in connection with the death or qualifying disability (as determined by the Company’s board in its sole discretion) of a stockholder, subject to certain terms and conditions specified in the Amended & Restated SRP. Repurchases pursuant to the Amended and Restated SRP will continue to be limited to $2,000,000 per quarter. The Company expects that the board of directors of the Combined Company will determine the terms of the share repurchase plan at a later date following consummation of the SIR Merger and STAR III Merger.
The Company is not obligated to repurchase shares of its common stock under the share repurchase plan. In no event shall repurchases under the share repurchase plan exceed 5% of the weighted average number of shares of common stock outstanding during the prior calendar year or the $2,000,000 limit for any quarter put in place by the Company’s board of directors. 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. As of September 30, 2019 and 2018, the Company had outstanding and unfulfilled repurchase requests of 55,166 (pursuant to the Amended & Restated SRP) and 142,393 shares of common stock, respectively, and recorded
26
PART I — FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)
STEADFAST APARTMENT REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2019
(unaudited)
$817,640 and $2,000,000, respectively, in accounts payable and accrued liabilities on the accompanying consolidated balance sheets related to these unfulfilled repurchase requests, all of which were repurchased on the October 31, 2019 and 2018 repurchase dates.
During the three and nine months ended September 30, 2019, the Company repurchased a total of 135,389 and 410,234 shares with a total repurchase value of $2,000,000 and $6,000,000, and received requests for repurchases of 55,301 and 851,817 shares with a total repurchase value of $819,634 and $12,443,570, respectively.
During the three and nine months ended September 30, 2018, the Company repurchased a total of 142,393 and 489,003 shares with a total repurchase value of $2,000,000 and $6,886,216, and received requests for the repurchase of 837,351 and 1,378,877 shares with a total repurchase value of $11,690,162 and $19,165,825, 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’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 or suspension 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.
For the three and nine months ended September 30, 2019, the Company reclassified $1,182,360, net pursuant to the share repurchase plan from accounts payable and accrued liabilities to temporary equity. For the three and nine months ended September 30, 2018, the Company reclassified $0 and $37,028,102, net of $2,000,000 and $6,886,216 of fulfilled redemption requests, respectively, from temporary equity to permanent equity, which is included in additional paid-in capital on the accompanying consolidated balance sheets.
Distributions
The Company’s long-term goal 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 at times 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 proceeds it may use to fund 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 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
27
PART I — FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)
STEADFAST APARTMENT REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2019
(unaudited)
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 accrues at a rate of $0.002466 per day for each share of the Company’s common stock during each of the three and nine months ended September 30, 2019 and 2018, 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. 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, 2019, were $11,860,005 and $35,056,265, including $5,269,020 and $15,899,564, or 332,640 and 1,018,429 shares of common stock, respectively, attributable to the DRP.
Distributions declared for the three and nine months ended September 30, 2018, were $11,664,156 and $34,462,269, including $5,672,728 and $17,042,127, or 373,697 and 1,130,971 shares of common stock, respectively, attributable to the DRP.
As of September 30, 2019 and December 31, 2018, $3,873,086 and $3,953,499 of distributions declared were payable, which included $1,709,602 and $1,860,828, or 107,929 shares and 122,584 shares of common stock, attributable to the DRP, respectively.
Distributions Paid
For the three and nine months ended September 30, 2019, the Company paid cash distributions of $6,550,164 and $19,085,888, which related to distributions declared for each day in the period from June 1, 2019 through August 31, 2019 and December 1, 2018 through August 31, 2019, respectively. Additionally, for the three and nine months ended September 30, 2019, 334,187 shares and 1,028,071 shares of common stock were issued pursuant to the DRP for gross offering proceeds of $5,293,528 and $16,050,790, respectively. For the three and nine months ended September 30, 2019, the Company paid total distributions of $11,843,692 and $35,136,678, respectively.
For the three and nine months ended September 30, 2018, the Company paid cash distributions of $5,941,991 and $17,364,466, which related to distributions declared for each day in the period from June 1, 2018 through August 31, 2018 and December 1, 2017 through August 31, 2018, respectively. Additionally, for the three and nine months ended September 30, 2018, 375,851 shares and 1,142,634 shares of common stock were issued pursuant to the DRP for gross offering proceeds of $5,705,424 and $17,175,364, respectively. For the three and nine months ended September 30, 2018, the Company paid total distributions of $11,647,415 and $34,539,830, respectively.
7. Related Party Arrangements
The Company has entered into the Advisory Agreement with the Advisor. Pursuant to the Advisory Agreement, the Company is obligated to pay the Advisor specified fees upon the provision of certain services related to 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.
28
PART I — FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)
STEADFAST APARTMENT REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2019
(unaudited)
Amounts attributable to the Advisor and its affiliates incurred (earned) for the three and nine months ended September 30, 2019 and 2018, and amounts attributable to the Advisor and its affiliates that are payable (prepaid) as of September 30, 2019 and December 31, 2018, are as follows:
Incurred (Earned) For the | Incurred (Earned) For the | Payable (Prepaid) as of | ||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||
2019 | 2018 | 2019 | 2018 | September 30, 2019 | December 31, 2018 | |||||||||||||||||||
Consolidated Statements of Operations: | ||||||||||||||||||||||||
Expensed | ||||||||||||||||||||||||
Investment management fees(1) | $ | 4,190,746 | $ | 4,282,469 | $ | 12,525,074 | $ | 12,826,487 | $ | 2,487 | $ | 55,865 | ||||||||||||
Acquisition expenses(2) | 5,933 | — | 98,594 | — | — | — | ||||||||||||||||||
Loan coordination fees(1) | 542,833 | 3,562,595 | 542,833 | 3,562,595 | 200,000 | — | ||||||||||||||||||
Disposition fees(3) | 310,000 | — | 310,000 | — | 310,000 | — | ||||||||||||||||||
Disposition transaction costs(3) | 3,252 | — | 3,252 | — | — | — | ||||||||||||||||||
Property management: | ||||||||||||||||||||||||
Fees(1) | 1,276,621 | 1,241,104 | 3,756,048 | 3,653,311 | 427,803 | 410,424 | ||||||||||||||||||
Reimbursement of onsite personnel(4) | 3,937,443 | 3,947,855 | 11,441,579 | 11,164,448 | 1,240,363 | 768,107 | ||||||||||||||||||
Reimbursement of other(1) | 907,103 | 540,090 | 2,424,954 | 1,207,246 | 49,272 | 41,989 | ||||||||||||||||||
Reimbursement of property operations(4) | 28,519 | 25,118 | 78,261 | 71,761 | — | — | ||||||||||||||||||
Reimbursement of property G&A(2) | 14,269 | 9,894 | 76,101 | 29,581 | — | — | ||||||||||||||||||
Other operating expenses(2) | 493,915 | 326,867 | 1,322,066 | 867,968 | 257,651 | 93,740 | ||||||||||||||||||
Insurance proceeds(5) | — | — | — | — | — | (75,000 | ) | |||||||||||||||||
Property insurance(6) | 891,113 | 353,715 | 1,533,091 | 1,111,904 | (500,727 | ) | (101,573 | ) | ||||||||||||||||
Rental revenue(7) | (14,745 | ) | (6,840 | ) | (44,235 | ) | (6,840 | ) | — | — | ||||||||||||||
Consolidated Balance Sheets: | ||||||||||||||||||||||||
Capitalized | ||||||||||||||||||||||||
Acquisition fees(8) | — | — | 48,343 | — | — | — | ||||||||||||||||||
Acquisition expenses(9) | 278,311 | — | 497,023 | — | — | 1,607 | ||||||||||||||||||
Capital expenditures(10) | — | — | — | 7,295 | — | — | ||||||||||||||||||
Construction management: | ||||||||||||||||||||||||
Fees(10) | 492,218 | 162,951 | 953,635 | 351,053 | 47,120 | 10,281 | ||||||||||||||||||
Reimbursement of labor costs(10) | 117,871 | 224,473 | 379,176 | 724,860 | 15,038 | 29,203 | ||||||||||||||||||
Deferred financing costs(11) | 3,594 | 18,923 | 3,594 | 18,923 | — | — | ||||||||||||||||||
Additional paid-in capital | ||||||||||||||||||||||||
Selling commissions | — | — | — | — | 127,674 | 299,952 | ||||||||||||||||||
$ | 13,478,996 | $ | 14,689,214 | $ | 35,949,389 | $ | 35,590,592 | $ | 2,176,681 | $ | 1,534,595 |
_____________________
29
PART I — FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)
STEADFAST APARTMENT REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2019
(unaudited)
(1) | Included in fees to affiliates in the accompanying consolidated statements of operations. |
(2) | Included in general and administrative expenses in the accompanying consolidated statements of operations. |
(3) | Included in gain on sale of real estate, net in the accompanying consolidated statements of operations. |
(4) | Included in operating, maintenance and management in the accompanying consolidated statements of operations. |
(5) | Included in other income in the accompanying consolidated statements of operations. |
(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 rental income in the accompanying consolidated statements of operations. |
(8) | Included in real estate held for development in the accompanying consolidated balance sheets. |
(9) | Included in total real estate, net in the accompanying consolidated balance sheets. |
(10) | Included in building and improvements in the accompanying consolidated balance sheets. |
(11) | Included in notes payable, net in the accompanying consolidated balance sheets. |
Investment Management Fee
The Company pays the Advisor a monthly investment management fee equal to one-twelfth of 1.0% of (1) the cost of investments in real properties and real estate-related assets acquired directly by the Company or (2) the Company’s allocable cost of each investment in real property or real estate related asset acquired through a joint venture. The investment management fee is calculated including the amount actually paid or budgeted to fund acquisition fees, acquisition expenses, cost of development, construction or improvement and any debt attributable to such investments, or the Company’s proportionate share thereof in the case of investments made through joint ventures.
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 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 Financial Industry Regulatory Authority, Inc. (“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
30
PART I — FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)
STEADFAST APARTMENT REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2019
(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 pays the Advisor or its affiliate a loan coordination fee equal to 0.75% of the amount of debt financed or refinanced. In some instances, the Company and the Advisor agreed to a loan coordination fee of $100,000 per loan refinanced.
Property Management Fees and Expenses
The Company has entered into property management agreements (each, as amended from time to time, 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. At September 30, 2019, the property management fee payable with respect to each property under the Property Management Agreements ranged 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 60-days’ 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 reimbursements payable to the Property Manager for benefit administration, information technology infrastructure, licenses, support and training services and capital expenditures. 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 certain of its employees for time spent working on capital improvements and renovations.
Development Services
In some instances, the Company may enter into a Development Services Agreement with Steadfast Multifamily Development, Inc., an affiliate of the Advisor, (the “Developer”), in connection with a development project, pursuant to which the Developer will receive a development fee and reimbursement for certain expenses for overseeing the development project. The Company entered into a Development Services Agreement with the Developer in connection with the Garrison Station development project that provided for a development fee equal to 4% of the hard and soft costs of the development project as specified in the Development Services Agreement. 75% of the development fee will be paid in 14 monthly installments and the remaining 25% will be paid upon delivery by the Developer to us of a certificate of occupancy. As of September 30, 2019, no amounts had been paid pursuant to the Development Services Agreement.
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
31
PART I — FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)
STEADFAST APARTMENT REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2019
(unaudited)
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 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, 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) and investment management fees; (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).
As of September 30, 2019, 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 a fee equivalent to 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.
Selling Commissions and Dealer Manager Fees
The Company entered into the Dealer Manager Agreement with the Dealer Manager in connection with the Public Offering. 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-
32
PART I — FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)
STEADFAST APARTMENT REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2019
(unaudited)
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 commissions 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 selling commission and dealer manager fee was paid in connection with volume discounts and certain other categories of sales. No selling commissions 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, 2019 and December 31, 2018, expects to pay trailing selling commissions of $127,674 and $299,952, respectively, which were charged to additional paid-in capital and included within amounts due to affiliates in the accompanying consolidated balance sheets.
Pending Mergers with Steadfast Income REIT and Steadfast Apartment REIT III
Amended and Restated Advisory Agreement
Concurrently with the entry into the Merger Agreements, the Company and the Advisor entered into the Amended and Restated STAR Advisory Agreement (the “Amended STAR Advisory Agreement”), which will become effective at the effective time of the earlier of the SIR Merger and STAR Merger. The Amended STAR Advisory Agreement amends the existing Advisory Agreement to lower certain fees and to change the form of consideration for the investment management fee so that such fees are paid 50% in cash and 50% in STAR common stock. Any acquisition fee, disposition fee or loan coordination fee payable to the Advisor will be 0.5% of the cost of investment, sales price or amount financed, as applicable. Any loan coordination fee related to non-acquisition financing or refinancing will be payable to the Advisor in the form of the Company’s common stock. In addition, the Amended STAR Advisory Agreement provides for a Subordinated Incentive Listing Fee, Subordinated Share of Net Sales Proceeds and Performance Fee (each as defined in the Amended STAR Advisory Agreement) to be payable to the Advisor in exchange for the redemption of the 1,000 shares of Convertible Stock currently owned by the Advisor.
Pursuant to the Merger Agreements, the Advisor may request to receive a new class of convertible stock in exchange for the Convertible Stock owned by the Advisor in lieu of the Subordinated Incentive Listing Fee, Subordinated Share of Net Sales Proceeds and Performance Fee provided for in the Amended STAR Advisory Agreement; provided that such request must be made prior to the consummation of either of the mergers.
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 restricted stock awards entitle the holders to participate in distributions even if the shares are not fully vested.
33
PART I — FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)
STEADFAST APARTMENT REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2019
(unaudited)
The Company recorded stock-based compensation expense of $11,390 and $39,182 for the three and nine months ended September 30, 2019 and $33,044 and $60,721 for the three and nine months ended September 30, 2018, 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 (Related Party Arrangements). The Company recorded an operating expense of $94,750 and $346,750 for the three and nine months ended September 30, 2019, and $235,750 and $353,250 for the three and nine months ended September 30, 2018, related to the independent directors’ annual retainer and attending board and committee meetings, which is included in general and administrative expenses in the accompanying consolidated statements of operations. As of September 30, 2019 and December 31, 2018, $94,750 and $151,750, respectively, related to the independent directors’ annual retainer and board meetings attendance is included in accounts payable and accrued liabilities in the 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.
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.
34
PART I — FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)
STEADFAST APARTMENT REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2019
(unaudited)
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, 2019 and December 31, 2018:
September 30, 2019 | ||||||||||||||||||
Type | Maturity Date Range | Based on | Number of Instruments | Notional Amount | Variable Rate | Weighted Average Rate Cap | Fair Value | |||||||||||
Interest Rate Cap | 10/1/2019 - 8/1/2021 | One-Month LIBOR | 11 | $ | 395,592,350 | 2.02% | 3.46% | $ | 1,902 |
December 31, 2018 | ||||||||||||||||||
Type | Maturity Date Range | Based on | Number of Instruments | Notional Amount | Variable Rate | Weighted Average Rate Cap | Fair Value | |||||||||||
Interest Rate Cap | 1/1/2019 - 8/1/2021 | One-Month LIBOR | 22 | $ | 713,237,850 | 2.52% | 3.46% | $ | 207,769 |
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, 2019, resulted in an unrealized loss of $24,144 and $223,867, respectively, and for the three and nine months ended September 30, 2018, resulted in an unrealized gain of $62,119 and $641,013, respectively, which is included in interest expense in the accompanying consolidated statements of operations. During the three and nine months ended September 30, 2019, the Company acquired interest rate cap agreements of $18,000. During the three and nine months ended September 30, 2018, the Company acquired interest rate cap agreements of $43,200 and received settlement proceeds from interest rate cap agreements of $270,000. The fair value of the interest rate cap agreements of $1,902 and $207,769 as of September 30, 2019 and December 31, 2018, respectively, is included in other assets on the accompanying consolidated balance sheets.
11. Subsequent Events
Distributions Paid
On October 1, 2019, the Company paid distributions of $3,873,086, which related to distributions declared for each day in the period from September 1, 2019 through September 30, 2019 and consisted of cash distributions paid in the amount of $2,163,484 and $1,709,602 in shares issued pursuant to the DRP.
On November 1, 2019, the Company paid distributions of $4,009,485, which related to distributions declared for each day in the period from October 1, 2019 through October 31, 2019 and consisted of cash distributions paid in the amount of $2,248,504 and $1,760,981 in shares issued pursuant to the DRP.
Shares Repurchased
On October 31, 2019, the Company repurchased 55,166 shares of its common stock for a total repurchase value of $817,640, or $14.79 per share, pursuant to the Company’s share repurchase plan.
35
PART I — FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)
STEADFAST APARTMENT REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2019
(unaudited)
Refinancing Transactions
On October 1, 2019, the Company, through the indirect wholly-owned subsidiaries set out in the table below (each a “Borrower” and collectively, the “Borrowers”), refinanced $126,376,000 of existing variable rate loans with PNC Bank with new fixed rate Freddie Mac loans in an aggregate principal amount of $135,524,000 (the “Loans”). Each of the Loans has a ten year term, with interest only payments for the first five years. The Borrowers paid $508,215 in the aggregate in loan origination fees to PNC Bank in connection with the refinancings, and the Advisor earned a loan coordination fee of $400,000.
Property | Borrower | Closing Date | Lender | Loan Amount | Interest Rate | ||||||||
Meadows at N. Richland Hills | STAR Meadows, LLC | 10/1/2019 | PNC Bank | $ | 26,888,000 | 3.56 | % | ||||||
Park Valley | STAR Park Valley, LLC | 10/1/2019 | PNC Bank | 49,100,000 | 3.56 | % | |||||||
Peak View by Horseshoe Lake | STAR Horseshoe, LLC | 10/1/2019 | PNC Bank | 38,421,000 | 3.56 | % | |||||||
Reveal on Cumberland | STAR Cumberland, LLC | 10/1/2019 | PNC Bank | 21,115,000 | 3.56 | % | |||||||
$ | 135,524,000 |
Distributions Declared
On November 5, 2019, 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, 2020 and ending on March 31, 2020. The distributions will be equal to $0.002459 per share of the Company’s common stock per day. The distributions for each record date in January 2020, February 2020 and March 2020 will be paid in February 2020, March 2020 and April 2020, respectively. The distributions will be payable to stockholders from legally available funds therefor.
Restricted Stock Grant
On November 6, 2019, the Company granted 1,666 shares of restricted common stock to each of its three independent directors upon their re-election to the Company’s board of directors at the 2019 annual meeting of stockholders.
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Item 2. 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.
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; |
• | completion of the proposed mergers described herein are subject to many conditions and if these conditions are not satisfied or waived, the mergers will not be completed, which could result in the expenditure of significant unrecoverable transaction costs; |
• | failure to complete either of the mergers could negatively impact our future business and financial results; |
• | the pendency of the mergers, including as a result of the restrictions on the operation of our business during the period between signing of the Merger Agreements (defined herein) and the completion of either merger, could adversely affect our business and operations; |
• | 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 |
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• | 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 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 connection with the risks identified in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2018, filed with the Securities and Exchange Commission, or the SEC, on March 14, 2019.
Overview
We were formed on August 22, 2013, as a Maryland corporation that elected to be taxed as, and qualifies as, a REIT. As described in more detail below, we own and manage a diverse portfolio of 33 multifamily properties, located in the United States comprising a total of 11,455 apartment homes and one parcel of land held for the development of apartment homes. We may acquire additional multifamily properties or pursue multifamily development projects in the future.
On December 30, 2013, we commenced an 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 have continued to offer shares of our common stock pursuant to our distribution reinvestment plan. As of September 30, 2019, we had sold 53,949,748 shares of common stock for gross proceeds of $804,390,765, including 6,335,721 shares of common stock issued pursuant to our distribution reinvestment plan for gross offering proceeds of $93,955,886.
On March 12, 2019, our board of directors approved an estimated value per share of our common stock of $15.84 as of December 31, 2018. In connection with the determination of an estimated value per share, our board of directors determined a price per share for the distribution reinvestment plan of $15.84, effective April 1, 2019. 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, which we refer to as 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 Steadfast Apartment REIT Operating Partnership, L.P., 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 in our initial public offering, we transferred substantially all of the net proceeds 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
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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 rates and would 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.
Proposed Merger with Steadfast Income REIT, Inc.
On August 5, 2019, we, Steadfast Income REIT, Inc., or SIR, our operating partnership, Steadfast Income REIT Operating Partnership, L.P., the operating partnership of SIR, and SI Subsidiary, LLC, our wholly-owned subsidiary, or SIR Merger Sub, entered into an Agreement and Plan of Merger, or the SIR Merger Agreement. Subject to the terms and conditions of the SIR Merger Agreement, SIR will merge with and into SIR Merger Sub, or the SIR Merger, with SIR Merger Sub surviving the SIR Merger, such that following the SIR Merger, the surviving entity will continue as a wholly-owned subsidiary of ours. In accordance with the applicable provisions of the Maryland General Corporation Law, or MGCL, the separate existence of SIR shall cease.
At the effective time of the SIR Merger and subject to the terms and conditions of the SIR Merger Agreement, each issued and outstanding share of SIR’s common stock (or a fraction thereof), $0.01 par value per share, or the SIR Common Stock, will be converted into the right to receive 0.5934 shares of our common stock.
The obligations of each party to consummate the SIR Merger are subject to a number of conditions, including receipt of the approval of the SIR Merger and of an amendment to SIR’s charter to delete certain provisions regarding roll-up transactions by the holders of a majority of the outstanding shares of SIR Common Stock.
Proposed Merger with Steadfast Apartment REIT III, Inc.
On August 5, 2019, we, Steadfast Apartment REIT III, Inc., or STAR, our operating partnership, Steadfast Apartment REIT III Operating Partnership, L.P., the operating partnership of STAR III, and SIII Subsidiary, LLC, our wholly-owned subsidiary, or the STAR III Merger Sub, entered into an Agreement and Plan of Merger, or the STAR III Merger Agreement and together with the SIR Merger Agreement, the Merger Agreements. Subject to the terms and conditions of the STAR III Merger Agreement, STAR III will merge with and into STAR III Merger Sub, or the STAR III Merger, with STAR III Merger Sub surviving the STAR III Merger, such that following the STAR III Merger, the surviving entity will continue as a wholly-owned subsidiary of ours. In accordance with the applicable provisions of the MGCL, the separate existence of STAR III shall cease.
At the effective time of the STAR III Merger and subject to the terms and conditions of the STAR III Merger Agreement, each issued and outstanding share of STAR III’s common stock (or a fraction thereof), $0.01 par value per share, or the STAR III Common Stock, will be converted into the right to receive 1.430 shares of our common stock.
The obligations of each party to consummate the STAR III Merger are subject to a number of conditions, including receipt of the approval of the STAR III Merger and of an amendment to STAR III’s charter to delete certain provisions regarding roll-up transactions by the holders of a majority of the outstanding shares of STAR III Common Stock.
For additional information on the SIR Merger and the STAR III Merger, see our Current Report on Form 8-K filed with the SEC on August 6, 2019.
Market Outlook
We believe economic and demographic trends will benefit our existing portfolio and that we have unique future investment opportunities in the multifamily sector. Home ownership rates are at near all-time lows. 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, approximately 30% of Millennials are still living with their parents or are still in school. When they are employed, Millennials will likely rent moderate income apartments based upon an average
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income of $45,000 to $65,000. 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, 2019, we owned the 33 multifamily apartment communities and one parcel of land held for the development of apartment homes listed below:
Average Monthly Occupancy(1) | Average Monthly Rent(2) | ||||||||||||||||||||||||||||||
Property Name | Location | Purchase Date | Number of Units | Contract Purchase Price | Mortgage Debt Outstanding(3) | Sep 30, 2019 | Dec 31, 2018 | Sep 30, 2019 | Dec 31, 2018 | ||||||||||||||||||||||
1 | Villages at Spring Hill Apartments | Spring Hill, TN | 5/22/2014 | 176 | $ | 14,200,000 | (4 | ) | 94.9 | % | 94.9 | % | $ | 1,120 | $ | 996 | |||||||||||||||
2 | Harrison Place Apartments | Indianapolis, IN | 6/30/2014 | 307 | 27,864,250 | (4 | ) | 93.5 | % | 95.4 | % | 981 | 971 | ||||||||||||||||||
3 | Club at Summer Valley | Austin, TX | 8/28/2014 | 260 | 21,500,000 | (4 | ) | 95.0 | % | 92.3 | % | 926 | 913 | ||||||||||||||||||
4 | Terrace Cove Apartment Homes | Austin, TX | 8/28/2014 | 304 | 23,500,000 | (4 | ) | 95.1 | % | 95.7 | % | 961 | 918 | ||||||||||||||||||
5 | The Residences on McGinnis Ferry | Suwanee, GA | 10/16/2014 | 696 | 98,500,000 | (4 | ) | 94.5 | % | 93.0 | % | 1,341 | 1,282 | ||||||||||||||||||
6 | The 1800 at Barrett Lakes | Kennesaw, GA | 11/20/2014 | 500 | 49,000,000 | 40,613,028 | 93.0 | % | 95.2 | % | 1,086 | 1,035 | |||||||||||||||||||
7 | The Oasis | Colorado Springs, CO | 12/19/2014 | 252 | 40,000,000 | 39,486,587 | 95.6 | % | 93.7 | % | 1,402 | 1,349 | |||||||||||||||||||
8 | Columns on Wetherington | Florence, KY | 2/26/2015 | 192 | 25,000,000 | (4 | ) | 93.8 | % | 94.3 | % | 1,209 | 1,153 | ||||||||||||||||||
9 | Preston Hills at Mill Creek | Buford, GA | 3/10/2015 | 464 | 51,000,000 | (4 | ) | 92.2 | % | 93.5 | % | 1,186 | 1,113 | ||||||||||||||||||
10 | Eagle Lake Landing Apartments | Speedway, IN | 3/27/2015 | 277 | 19,200,000 | (4 | ) | 94.6 | % | 94.6 | % | 892 | 865 | ||||||||||||||||||
11 | Reveal on Cumberland | Fishers, IN | 3/30/2015 | 220 | 29,500,000 | 21,638,579 | 96.4 | % | 94.5 | % | 1,130 | 1,104 | |||||||||||||||||||
12 | Heritage Place Apartments | Franklin, TN | 4/27/2015 | 105 | 9,650,000 | 8,586,593 | 96.2 | % | 96.2 | % | 1,152 | 1,130 | |||||||||||||||||||
13 | Rosemont at East Cobb | Marietta, GA | 5/21/2015 | 180 | 16,450,000 | 13,253,459 | 93.9 | % | 92.8 | % | 1,046 | 991 | |||||||||||||||||||
14 | Ridge Crossings Apartments | Hoover, AL | 5/28/2015 | 720 | 72,000,000 | 57,653,083 | 95.0 | % | 94.7 | % | 1,004 | 979 | |||||||||||||||||||
15 | Bella Terra at City Center | Aurora, CO | 6/11/2015 | 304 | 37,600,000 | (4 | ) | 94.4 | % | 91.8 | % | 1,185 | 1,150 |
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Average Monthly Occupancy(1) | Average Monthly Rent(2) | ||||||||||||||||||||||||||||||
Property Name | Location | Purchase Date | Number of Units | Contract Purchase Price | Mortgage Debt Outstanding(3) | Sep 30, 2019 | Dec 31, 2018 | Sep 30, 2019 | Dec 31, 2018 | ||||||||||||||||||||||
16 | Hearthstone at City Center | Aurora, CO | 6/25/2015 | 360 | $ | 53,400,000 | (4 | ) | 96.1 | % | 92.2 | % | $ | 1,253 | $ | 1,224 | |||||||||||||||
17 | Arbors at Brookfield | Mauldin, SC | 6/30/2015 | 702 | 66,800,000 | (4 | ) | 92.0 | % | 93.0 | % | 940 | 929 | ||||||||||||||||||
18 | Carrington Park | Kansas City, MO | 8/19/2015 | 298 | 39,480,000 | (4 | ) | 94.3 | % | 94.0 | % | 1,038 | 1,013 | ||||||||||||||||||
19 | Delano at North Richland Hills | North Richland Hills, TX | 8/26/2015 | 263 | 38,500,000 | 31,803,343 | 95.8 | % | 94.3 | % | 1,475 | 1,439 | |||||||||||||||||||
20 | Meadows at North Richland Hills | North Richland Hills, TX | 8/26/2015 | 252 | 32,600,000 | 25,462,929 | 96.0 | % | 93.7 | % | 1,396 | 1,339 | |||||||||||||||||||
21 | Kensington by the Vineyard | Euless, TX | 8/26/2015 | 259 | 46,200,000 | 34,105,671 | 96.5 | % | 95.0 | % | 1,482 | 1,485 | |||||||||||||||||||
22 | Monticello by the Vineyard | Euless, TX | 9/23/2015 | 354 | 52,200,000 | 41,212,446 | 97.2 | % | 95.2 | % | 1,337 | 1,336 | |||||||||||||||||||
23 | The Shores | Oklahoma City, OK | 9/29/2015 | 300 | 36,250,000 | 23,727,188 | 94.7 | % | 94.0 | % | 1,018 | 1,000 | |||||||||||||||||||
24 | Lakeside at Coppell | Coppell, TX | 10/7/2015 | 315 | 60,500,000 | 47,871,611 | 97.5 | % | 94.6 | % | 1,725 | 1,687 | |||||||||||||||||||
25 | Meadows at River Run | Bolingbrook, IL | 10/30/2015 | 374 | 58,500,000 | 42,599,949 | 88.2 | % | 91.4 | % | 1,376 | 1,408 | |||||||||||||||||||
26 | PeakView at T-Bone Ranch | Greeley, CO | 12/11/2015 | 224 | 40,300,000 | (4 | ) | 93.3 | % | 95.5 | % | 1,342 | 1,295 | ||||||||||||||||||
27 | Park Valley Apartments | Smyrna, GA | 12/11/2015 | 496 | 51,400,000 | 44,735,111 | 93.8 | % | 92.9 | % | 1,069 | 1,012 | |||||||||||||||||||
28 | PeakView by Horseshoe Lake | Loveland, CO | 12/18/2015 | 222 | 44,200,000 | 33,727,620 | 95.0 | % | 94.1 | % | 1,408 | 1,388 | |||||||||||||||||||
29 | Stoneridge Farms | Smyrna, TN | 12/30/2015 | 336 | 47,750,000 | 45,329,213 | 93.8 | % | 93.8 | % | 1,206 | 1,178 | |||||||||||||||||||
30 | Fielder’s Creek | Englewood, CO | 3/23/2016 | 217 | 32,400,000 | — | 95.4 | % | 95.9 | % | 1,209 | 1,193 | |||||||||||||||||||
31 | Landings of Brentwood | Brentwood, TN | 5/18/2016 | 724 | 110,000,000 | — | 96.7 | % | 95.9 | % | 1,251 | 1,191 | |||||||||||||||||||
32 | 1250 West Apartments | Marietta, GA | 8/12/2016 | 468 | 55,772,500 | (4 | ) | 92.7 | % | 90.4 | % | 1,038 | 1,008 | ||||||||||||||||||
33 | Sixteen50 @ Lake Ray Hubbard | Rockwall, TX | 9/29/2016 | 334 | 66,050,000 | (4 | ) | 95.2 | % | 94.6 | % | 1,503 | 1,492 | ||||||||||||||||||
34 | Garrison Station Development(5) | Murfreesboro, TN | 5/30/2019 | — | 4,305,247 | — | — | % | — | % | — | — | |||||||||||||||||||
11,455 | $ | 1,471,571,997 | $ | 551,806,410 | 94.4 | % | 93.9 | % | $ | 1,190 | $ | 1,163 |
(1) | As of September 30, 2019, our portfolio was approximately 96.4% 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 associated with the loans for each individual property listed above but excludes the principal balance of $551,669,000 and associated deferred financing costs of $3,310,487 related to the refinancings pursuant to our Master Credit Facility Agreement, or MCFA. |
(4) | Properties secured under the terms of the MCFA. |
(5) | We acquired the Garrison Station property (formerly known as Victory Station) on May 30, 2019, which included unimproved land, currently zoned as a Planned Unit Development, or PUD. The current zoning permits the development of the property into a multifamily community including 176 units of 1, 2 and 3-bedroom units with a typical unit mix for this market. |
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2019 Property Dispositions
Randall Highlands Apartments
On March 31, 2015, we, through an indirect wholly-owned subsidiary, acquired Randall Highlands Apartments, a multifamily property located in North Aurora, Illinois, containing 146 apartment homes. The purchase price of Randall Highlands Apartments was $32,115,000, exclusive of closing costs. On September 26, 2019, we sold Randall Highlands Apartments for $31,000,000, resulting in a gain of $3,329,078, which includes reductions to the net book value of the property due to historical depreciation and amortization expense. The purchaser of Randall Highlands Apartments was not affiliated with us or our advisor.
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 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, 2018, filed with the SEC on March 14, 2019. There have been no significant changes to our accounting policies during the period covered by this report, except as discussed in Note 2 (Summary of Significant Accounting Policies), to our condensed consolidated unaudited financial statements in this quarterly report.
Income Taxes
We have elected to be taxed as a REIT under the Internal Revenue Code and have operated as such commencing with our taxable year ended December 31, 2014. To continue 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 will 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 is lost, unless the Internal Revenue Service grants us relief under certain statutory provisions. Such an event could 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 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, 2019 and December 31, 2018, 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 material interest or penalties by any major tax jurisdictions. Our evaluation was performed for all open tax years through December 31, 2018.
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Distributions
Our board of directors has historically 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 have and may in the future continue to declare distributions in excess of our cash flow from operations. As a result, our distribution rate and payment frequency may vary from time to time. However, 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 during the nine months ended September 30, 2019, 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 2019, 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 | Cash and Cash Equivalents | Net Cash Provided by Operating Activities | ||||||||||||||||||||||||
First Quarter 2019 | $ | 11,511,537 | $ | 0.222 | $ | 6,116,456 | $ | 5,378,566 | $ | 11,495,022 | $ | 2,276,063 | $ | 9,218,959 | $ | 2,276,063 | ||||||||||||||||
Second Quarter 2019 | 11,684,723 | 0.224 | 6,419,268 | 5,378,696 | 11,797,964 | 8,905,513 | 2,892,451 | 8,905,513 | ||||||||||||||||||||||||
Third Quarter 2019 | 11,860,005 | 0.227 | 6,550,164 | 5,293,528 | 11,843,692 | 7,611,759 | 4,231,933 | 7,611,759 | ||||||||||||||||||||||||
$ | 35,056,265 | $ | 0.673 | $ | 19,085,888 | $ | 16,050,790 | $ | 35,136,678 | $ | 18,793,335 | $ | 16,343,343 | $ | 18,793,335 |
____________________
(1) | Distributions during the three and nine months ended September 30, 2019, 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 period 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, 2019, we paid aggregate distributions of $11,843,692 and $35,136,678, including $6,550,164 and $19,085,888 of distributions paid in cash and 334,187 and 1,028,071 shares of our common stock issued pursuant to our distribution reinvestment plan for $5,293,528 and $16,050,790, respectively. For the three and nine months ended September 30, 2019, our net loss was $10,389,806 and $34,742,088, we had funds from operations, or FFO, of $4,912,689 and $17,358,334 and net cash provided by operations of $7,611,759 and $18,793,335, respectively. For the three and nine months ended September 30, 2019, we funded $7,611,759 and $18,793,335, or 64% and 53%, and $4,231,933 and $16,343,343, or 36% and 47%, of total distributions paid, including shares issued pursuant to our distribution reinvestment plan, from net cash provided by operating activities and from cash and cash equivalents, respectively. Since inception, of the $186,825,406 in total distributions paid through September 30, 2019, including shares issued pursuant to our distribution reinvestment plan, 68% of such amounts were funded from cash flow from operations, 12% were funded from proceeds from our refinancings, 11% were funded from net public offering proceeds and 9% were funded from cash and cash equivalents. 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 declare 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 proceeds we may use from sources other than cash flow from operations to fund
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distributions. If we pay distributions from sources other than cash flow from operations, we will have fewer funds available for investments.
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.
With respect to other commercial properties we may own, we expect in the future to include provisions in our leases designed to protect us from the impact of inflation. These provisions may include reimbursement billings for operating expense pass-through charges, real estate tax and insurance reimbursements, or in some cases annual reimbursement of operating expenses above a certain allowance.
As of September 30, 2019, we had not entered into any material leases as a lessee.
REIT Compliance
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, we would 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, 2019, our debt was approximately 62% of the value of our properties, as determined by the most recent valuations performed by an independent third-party appraiser as of December 31, 2018. 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. Under our Articles of Amendment and Restatement, or the 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 only 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 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 $74,816,801 as of September 30, 2019; |
• | various forms of secured and unsecured financing, including the financing of our unencumbered properties; |
• | 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 will be adequate to meet our liquidity requirements and capital commitments.
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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, refinance debt or dispose of assets to fund our operating activities, debt service, distributions and future property acquisitions and development projects. We expect these resources 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.
Stoneridge Farms Financing
On July 30, 2019, one of our indirect wholly-owned subsidiaries entered into a loan agreement with Berkeley Point Capital LLC, d/b/a Newmark Knight Frank, or Berkeley Point, for the principal amount of $45,711,000. The loan agreement provides for a term loan with a maturity date of August 1, 2029, unless the maturity date is accelerated pursuant to the loan agreement’s terms. The loan accrues interest at a fixed rate of 3.36% per annum. The entire outstanding principal balance and any accrued and unpaid interest on the loan is due on the maturity date. Interest only payments on the loan are payable monthly in arrears on specified dates as set forth in the loan agreement and interest and principal payments are due beginning September 1, 2024. Monthly payments are due and payable on the first day of each month, commencing September 1, 2019. The loan is secured by Stoneridge Farms, a 336-unit property located in Smyrna, Tennessee. The Company paid $228,555 in loan origination fees to Berkeley Point in connection with the financing, and paid our advisor a loan coordination fee of $342,833.
Refinancing Transactions
On September 27, 2019, we, through our wholly-owned subsidiaries, each a borrower and collectively, the borrowers, refinanced $75,386,000 of existing variable rate loans with our existing lender, PNC Bank, National Association, or PNC Bank, with new fixed rate Freddie Mac loans in an aggregate principal amount of $80,410,000. Each of the loans has a maturity date of October 1, 2029. Interest only payments payable monthly through November 1, 2024, with interest and principal payments due monthly thereafter. The borrowers paid $301,538 in the aggregate in loan origination fees to PNC Bank in connection with the refinancing, and our advisor earned loan coordination fees of $200,000.
The following is a summary of the financing of mortgage notes payable secured by real property during the three months ended September 30, 2019:
Property | Closing Date | Lender | Interest Rate | Loan Amount | ||||||
Delano at North Richland Hills | 9/27/2019 | PNC Bank | 3.56% | $ | 32,159,000 | |||||
Lakeside at Coppell | 9/27/2019 | PNC Bank | 3.56% | 48,251,000 | ||||||
$ | 80,410,000 |
Line of Credit
On May 18, 2016, we entered into a secured revolving line of credit, or the line of credit, with PNC Bank in an amount not to exceed $65,000,000. The line of credit provided 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 had 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. We terminated the line of credit on January 9, 2019. For additional information on our line of credit, see Note 5 (Debt) to the unaudited consolidated financial statements contained in this quarterly report.
Master Credit Facility
On July 31, 2018, or the closing date, 16 of our indirect wholly-owned subsidiaries terminated the existing mortgage loans with their lenders for an aggregate principal amount of $479,318,649 and entered into the MCFA with Newmark Group, Inc., or the facility lender, for an aggregate principal amount of $551,669,000. The MCFA provides for three tranches: (1) a fixed rate loan in the aggregate principal amount of $331,001,400 that accrues interest at 4.43% per annum; (2) a fixed rate loan in the aggregate principal amount of $137,917,250 that accrues interest at 4.57%; and (3) a variable rate loan in the aggregate principal amount of $82,750,350 that accrues interest at the one-month LIBOR plus 1.70%. The loans have a maturity date of August 1, 2028, unless the maturity date is accelerated in accordance with the terms of the loan documents. Interest only payments are payable monthly through August 1, 2025, with interest and principal payments due monthly thereafter. We paid $1,930,842 in the aggregate in loan origination fees to the facility lender in connection with the refinancings, and paid our advisor a loan coordination fee of $2,758,345.
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CME Loans
Additionally, on the closing date, five of our indirect wholly-owned subsidiaries terminated the existing mortgage loans with their lenders for an aggregate principal amount of $131,318,742 and entered into new loan agreements with PNC Bank, for an aggregate principal amount of $160,850,000. Each loan agreement provides for a term loan, or a CME Loan and, collectively, the CME Loans, with a maturity date of August 1, 2028, unless the maturity date is accelerated with the loan terms. Each CME Loan accrues interest at a fixed rate of 4.43% per annum. The entire outstanding principal balance and any accrued and unpaid interest on each of the CME Loans are due on the maturity date. Interest only payments on the CME Loans are payable monthly in arrears on specified dates as set forth in each loan agreement and interest and principal payments are due beginning September 1, 2023. Monthly payments are due and payable on the first day of each month, commencing September 1, 2018. We paid $643,400 in the aggregate in loan origination fees to PNC Bank in connection with the refinancings, and paid our advisor a loan coordination fee of $804,250.
Cash Flows Provided by Operating Activities
During the nine months ended September 30, 2019, net cash provided by operating activities was $18,793,335, compared to $25,735,983 for the nine months ended September 30, 2018. The change in net cash provided by operating activities is primarily due to the decrease in net loss and decrease in accounts payable and accrued liabilities, partially offset by increases in due to affiliates, other assets and the change in the fair value of interest rate cap agreements. We expect to continue to generate cash flows from operations as we complete our value-enhancement program.
Cash Flows Provided by (Used in) Investing Activities
During the nine months ended September 30, 2019, net cash provided by investing activities was $6,841,975, compared to $12,491,445 of net cash used during the nine months ended September 30, 2018. The increase in net cash provided by investing activities was primarily the result of the disposition of real estate investments and proceeds from insurance claims, offset by the increase in additions to real estate investments, acquisition of real estate held for development and increase in additions to real estate held for development during the nine months ended September 30, 2019, compared to the nine months ended September 30, 2018. Net cash used in investing activities during the nine months ended September 30, 2019, consisted of the following:
• | $2,158,815 of cash used for the acquisition of real estate held for development; |
• | $19,206,964 of cash used for improvements to real estate investments; |
• | $1,789,630 of cash used for additions to real estate held for development; |
• | $700,100 of cash used for escrow deposits of pending real estate acquisitions; |
• | $10,471 of cash used for capitalized acquisition costs related to the SIR Merger and STAR III Merger; |
• | $18,000 of cash used to purchase interest rate cap agreements; |
• | $29,944,301 of net proceeds from the sale of real estate investments; and |
• | $781,654 of cash provided by proceeds from insurance claims. |
Cash Flows Used in Financing Activities
During the nine months ended September 30, 2019 and 2018, net cash provided by financing activities was $23,703,932, and $26,313,779, respectively. The decrease in net cash provided by financing activities was primarily due to the decrease in proceeds from the issuance of mortgage notes payable and an increase in distributions paid to common stockholders during the nine months ended September 30, 2019 compared to the same prior year period, partially offset by a decrease in repurchases of common stock during the nine months ended September 30, 2019 compared to the same prior year period. Net cash used in financing activities during the nine months ended September 30, 2019, consisted of the following:
• | $48,962,098 of proceeds from the issuance of mortgage notes payable, net of $76,105,725 of principal payments on mortgage notes payable, $254,722 of cash deposited to finance loans and $798,455 of payments for deferred financing costs; |
• | $172,278 of payments of commissions on sales of common stock; |
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• | $19,085,888 of net cash distributions to our stockholders, after giving effect to distributions reinvested by stockholders of $16,050,790; and |
• | $6,000,000 of cash paid for the repurchase of common stock. |
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, 2019, our debt was approximately 62% of the value of our properties, as determined by the most recent valuations performed by an independent third-party appraiser as of December 31, 2018. 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. 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, 2019, 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 in connection with the management of our asset portfolio and costs incurred by our advisor in providing services to us.
As of September 30, 2019, we had indebtedness totaling $1,100,164,923, comprised of an aggregate principal amount of $1,107,243,608 and net deferred financing costs of $7,078,685. The following is a summary of our contractual obligations as of September 30, 2019:
________________
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) | $ | 212,132,556 | $ | 11,907,768 | $ | 69,810,774 | $ | 44,587,536 | $ | 85,826,478 | ||||||||||
Principal payments on outstanding debt obligations(2) | 1,107,243,608 | 247,221 | 5,469,902 | 9,644,197 | 1,091,882,288 | |||||||||||||||
Total | $ | 1,319,376,164 | $ | 12,154,989 | $ | 75,280,676 | $ | 54,231,733 | $ | 1,177,708,766 |
(1) | Scheduled interest payments on outstanding debt obligations are based on the outstanding principal amounts and interest rates in effect at September 30, 2019. We incurred interest of $12,562,978 and $36,962,055 during the three and nine months ended September 30, 2019, including amortization of deferred financing costs totaling $256,547 and $750,751, net unrealized losses from the change in fair value of interest rate cap agreements of $24,144 and $223,867 and credit facility commitment fees of $0 and $2,137, net of capitalized interest of $49,068 and $49,068, respectively. The capitalized interest is included in real estate on the consolidated balance sheets. |
(2) | Scheduled principal payments on outstanding debt obligations are based on the terms of the notes payable agreements. Amounts exclude the amortization of the net deferred financing costs associated with certain notes payable. |
Our debt obligations contain customary financial and non-financial debt covenants. As of September 30, 2019, and December 31, 2018, we were in compliance with all debt covenants.
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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, 2019 and 2018. The ability to compare one period to another is affected by the one disposition made during those periods and implementation of our value-enhancement strategy. The number of multifamily properties wholly owned by us decreased to 33 as of September 30, 2019, from 34 as of September 30, 2018. As of September 30, 2019, we owned 33 multifamily properties and one parcel of land held for the development of apartment homes. Our results of operations were primarily affected by (1) the disposition of one multifamily property during the three months ended September 30, 2019, (2) the increase in rents as of September 30, 2019 and (3) our value-enhancement activity completed through September 30, 2019, as further discussed below.
Our results of operations for the three and nine months ended September 30, 2019 and 2018, are not indicative of those expected in future periods. For the three and nine months ended September 30, 2019, we continued to perform value-enhancement projects, which may have an 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, anticipated value-enhancement projects and the completion of real estate under development. Additionally, our results of operations will be significantly impacted if we consummate the SIR Merger and or the STAR Merger.
To provide additional insight into our operating results, we are also providing a detailed analysis of same-store net operating income, or NOI. 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, 2019, Compared to the Three Months Ended September 30, 2018
The following table summarizes the consolidated results of operations for the three months ended September 30, 2019 and 2018:
For the Three Months Ended September 30, | $ Change Due to Dispositions(1) | $ Change Due to Properties Held Throughout Both Periods(2) | |||||||||||||||||||||
2019 | 2018 | Change $ | Change % | ||||||||||||||||||||
Total revenues | $ | 44,499,264 | $ | 43,155,379 | $ | 1,343,885 | 3 | % | $ | (25,610 | ) | $ | 1,369,495 | ||||||||||
Operating, maintenance and management | (11,788,068 | ) | (11,413,882 | ) | (374,186 | ) | (3 | )% | (22,458 | ) | (351,728 | ) | |||||||||||
Real estate taxes and insurance | (6,086,781 | ) | (5,581,414 | ) | (505,367 | ) | (9 | )% | 40,656 | (546,023 | ) | ||||||||||||
Fees to affiliates | (6,917,303 | ) | (9,626,258 | ) | 2,708,955 | 28 | % | 112,023 | 2,596,932 | ||||||||||||||
Depreciation and amortization | (18,632,477 | ) | (17,855,195 | ) | (777,282 | ) | (4 | )% | 207,158 | (984,440 | ) | ||||||||||||
Interest expense | (12,562,978 | ) | (12,273,389 | ) | (289,589 | ) | (2 | )% | 75,800 | (365,389 | ) | ||||||||||||
Loss on debt extinguishment | — | (4,975,497 | ) | 4,975,497 | 100 | % | 184,527 | 4,790,970 | |||||||||||||||
General and administrative expenses | (2,230,541 | ) | (2,101,075 | ) | (129,466 | ) | (6 | )% | 946 | (130,412 | ) | ||||||||||||
Gain on sale of real estate, net | 3,329,078 | — | 3,329,078 | 100 | % | 3,329,078 | — | ||||||||||||||||
Net loss | $ | (10,389,806 | ) | $ | (20,671,331 | ) | $ | 10,281,525 | 50 | % | |||||||||||||
NOI(3) | $ | 24,132,267 | $ | 24,319,707 | $ | (187,440 | ) | (1 | )% | ||||||||||||||
FFO(4) | $ | 4,912,689 | $ | (2,816,136 | ) | $ | 7,728,825 | 274 | % | ||||||||||||||
MFFO(4) | $ | 5,624,394 | $ | 2,097,242 | $ | 3,527,152 | 168 | % |
______________
(1) | Represents the favorable (unfavorable) dollar amount change for the three months ended September 30, 2019, compared to the three months ended September 30, 2018, related to multifamily properties disposed of on or after July 1, 2018. |
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(2) | Represents the favorable (unfavorable) dollar amount change for the three months ended September 30, 2019, compared to the three months ended September 30, 2018, related to multifamily properties owned by us throughout both periods presented. |
(3) | 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 (those that did not meet the criteria for capitalization under ASU 2017-01, Business Combinations (Topic 805): Clarifying the definition of business, or ASU 2017-01), 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. ASU 2017-01 now forms part of ASC 805, Business Combinations, or ASC 805. For additional information on how we calculate NOI and a reconciliation of NOI to net loss, see “—Net Operating Income.” |
(4) | 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 Trusts, 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 Institute for Portfolio Alternatives (formerly known as the Investment Program Association), or IPA, 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, 2019, we had a net loss of $10,389,806, compared to a net loss of $20,671,331 for the three months ended September 30, 2018. The decrease in net loss of $10,281,525 over the comparable prior year period was due to the increase in total revenues of $1,343,885, the decrease in fees to affiliates of $2,708,955, the decrease in loss on debt extinguishment of $4,975,497 and the gain on sale of real estate, net of $3,329,078, partially offset by the increase in operating, maintenance and management expenses of $374,186, the increase in real estate taxes and insurance of $505,367, the increase in depreciation and amortization expense of $777,282, the increase in interest expense of $289,589 and the increase in general and administrative expenses of $129,466.
Total revenues
Total revenues were $44,499,264 for the three months ended September 30, 2019, compared to $43,155,379 for the three months ended September 30, 2018. The increase of $1,343,885 was primarily due to increases in average monthly rents as a result of ordinary monthly rent increases and monthly rent increases driven by our value-enhancement projects. Average monthly rents per unit increased from $1,159 as of September 30, 2018, to $1,190 as of September 30, 2019. We expect rental and other income to increase in future periods as a result of ordinary monthly rent increases, improved occupancy and the implementation of our value-enhancement strategy.
Operating, maintenance and management expenses
Operating, maintenance and management expenses for the three months ended September 30, 2019, were $11,788,068, compared to $11,413,882 for the three months ended September 30, 2018. The increase of $374,186 was primarily due to increases in repairs, maintenance, turnover, advertising and utility costs, partially offset by a decrease in property-related general and administrative costs during the three months ended September 30, 2019, compared to the three months ended September 30, 2018. 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 $6,086,781 for the three months ended September 30, 2019, compared to $5,581,414 for the three months ended September 30, 2018. The increase of $505,367 was primarily due to increases in taxes as
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a result of increases in assessed real estate tax values. 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 $6,917,303 for the three months ended September 30, 2019, compared to $9,626,258 for the three months ended September 30, 2018. The decrease of $2,708,955 was primarily due to the decrease in loan coordination fees during the three months ended September 30, 2019 compared to the same prior year period. 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 increased investment management fees from anticipated increases in the cost of investments and increased property management fees from anticipated increases in future rental income.
Depreciation and amortization
Depreciation and amortization expenses were $18,632,477 for the three months ended September 30, 2019, compared to $17,855,195 for the three months ended September 30, 2018. The increase of $777,282 was primarily due to the net increase in depreciable and amortizable assets of $24,943,540 since September 30, 2018, due to capital improvements offset by a decrease in the number of properties owned subsequent to September 30, 2018. 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, 2019, was $12,562,978, compared to $12,273,389 for the three months ended September 30, 2018. The increase of $289,589 was primarily due to the increase in the notes payable, net balance of $50,076,260 since September 30, 2018, due to financing incurred in connection with the refinancing of two multifamily properties and the financing of one of our unencumbered multifamily properties since September 30, 2018. Included in interest expense is the amortization of deferred financing costs of $256,547 and $269,417, the unrealized loss (gain) on derivative instruments of $24,144 and $(62,119), credit facility commitment fees of $0 and $16,101 and amortization of loan discounts of $0 and $29,582 for the three months ended September 30, 2019 and 2018, respectively. Our interest expense in future periods will vary based on the impact of changes to LIBOR, or the adoption of a replacement to LIBOR, 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, 2019, were $2,230,541, compared to $2,101,075 for the three months ended September 30, 2018. These general and administrative costs consisted primarily of legal fees, insurance premiums, audit fees, other professional fees and independent director compensation. The increase of $129,466 was primarily due to increases in director meeting fees as a result of an increase in the number of meetings compared to the prior year period and legal fees and expenses related to the proposed SIR Merger and STAR III Merger that were expensed prior to the date of signing the Merger Agreements. We expect general and administrative expenses to decrease as a percentage of total revenues.
Gain on sales of real estate
Gain on sales of real estate for the three months ended September 30, 2019, was $3,329,078 compared to $0 for the three months ended September 30, 2018. The gain on sales of real estate consisted of the gain recognized on the disposition of our multifamily property during the three months ended September 30, 2019, net of Illinois state taxes. No multifamily property dispositions occurred during the three months ended September 30, 2018. Our gain on sales of real estate in future periods will vary based on the opportunity to sell real properties and real estate-related investments.
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Consolidated Results of Operations for the Nine Months Ended September 30, 2019, Compared to the Nine Months Ended September 30, 2018
The following table summarizes the consolidated results of operations for the nine months ended September 30, 2019 and 2018:
For the Nine Months Ended September 30, | $ Change Due to Dispositions(1) | $ Change Due to Properties Held Throughout Both Periods(2) | |||||||||||||||||||||
2019 | 2018 | Change $ | Change % | ||||||||||||||||||||
Total revenues | $ | 131,222,487 | $ | 126,997,571 | $ | 4,224,916 | 3 | % | $ | 48,134 | $ | 4,176,782 | |||||||||||
Operating, maintenance and management | (32,325,417 | ) | (31,828,565 | ) | (496,852 | ) | (2 | )% | (20,392 | ) | (476,460 | ) | |||||||||||
Real estate taxes and insurance | (19,111,364 | ) | (17,229,297 | ) | (1,882,067 | ) | (11 | )% | 6,544 | (1,888,611 | ) | ||||||||||||
Fees to affiliates | (19,248,909 | ) | (21,249,639 | ) | 2,000,730 | 9 | % | 99,333 | 1,901,397 | ||||||||||||||
Depreciation and amortization | (55,430,404 | ) | (52,920,337 | ) | (2,510,067 | ) | (5 | )% | 195,266 | (2,705,333 | ) | ||||||||||||
Interest expense | (36,962,055 | ) | (31,619,697 | ) | (5,342,358 | ) | (17 | )% | 484,049 | (5,826,407 | ) | ||||||||||||
Loss on debt extinguishment | (41,609 | ) | (4,975,497 | ) | 4,933,888 | 99 | % | 184,527 | 4,749,361 | ||||||||||||||
General and administrative expenses | (6,173,895 | ) | (4,810,141 | ) | (1,363,754 | ) | (28 | )% | (1,883 | ) | (1,361,871 | ) | |||||||||||
Gain on sale of real estate, net | 3,329,078 | — | 3,329,078 | 100 | % | 3,329,078 | — | ||||||||||||||||
Net loss | $ | (34,742,088 | ) | $ | (37,635,602 | ) | $ | 2,893,514 | 8 | % | |||||||||||||
NOI(3) | $ | 72,373,111 | $ | 72,646,207 | $ | (273,096 | ) | — | % | ||||||||||||||
FFO(4) | $ | 17,358,334 | $ | 15,284,735 | $ | 2,073,599 | 14 | % | |||||||||||||||
MFFO(4) | $ | 19,119,839 | $ | 19,619,219 | $ | (499,380 | ) | (3 | )% |
_____________
(1) | Represents the favorable (unfavorable) dollar amount change for the nine months ended September 30, 2019, compared to the nine months ended September 30, 2018, related to multifamily properties disposed of on or after January 1, 2018. |
(2) | Represents the favorable (unfavorable) dollar amount change for the nine months ended September 30, 2019, compared to the nine months ended September 30, 2018, related to multifamily properties owned by us throughout both periods presented. |
(3) | See “—Net Operating Income” below for a reconciliation of NOI to net loss. |
(4) | 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, 2019, we had a net loss of $34,742,088, compared to $37,635,602 for the nine months ended September 30, 2018. The decrease in net loss of $2,893,514 over the comparable prior year period was primarily due to the increase in total revenues of $4,224,916, the decrease in loss on debt extinguishment of $4,933,888, the increase in gain on sale of real estate, net of $3,329,078 and the decrease in fees to affiliates of $2,000,730, partially offset by the increase in operating, maintenance and management expenses of $496,852, the increase in real estate taxes and insurance of $1,882,067, the increase in depreciation and amortization expense of $2,510,067, the increase in interest expense of $5,342,358, and the increase in general and administrative expenses of $1,363,754.
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Total revenues
Total revenues were $131,222,487 for the nine months ended September 30, 2019, compared to $126,997,571 for the nine months ended September 30, 2018. The increase of $4,224,916 was primarily due to increases in average monthly rents as a result of ordinary monthly rent increases and monthly rent increases driven by our value-enhancement projects. Average monthly rents per unit increased from $1,159 as of September 30, 2018, to $1,190 as of September 30, 2019. We expect rental and other income 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 $32,325,417 for the nine months ended September 30, 2019, compared to $31,828,565 for the nine months ended September 30, 2018. The increase of $496,852 was primarily due to increases in payroll and utility costs, partially offset by a decrease in property-related general and administrative costs during the nine months ended September 30, 2019, compared to the nine months ended September 30, 2018. 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 $19,111,364 for the nine months ended September 30, 2019, compared to $17,229,297 for the nine months ended September 30, 2018. The increase of $1,882,067 was due to increases in taxes as a result of increases in assessed real estate tax values. 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 $19,248,909 for the nine months ended September 30, 2019, compared to $21,249,639 for the nine months ended September 30, 2018. The decrease of $2,000,730 was primarily due to the decrease in loan coordination fees during the nine months ended September 30, 2019, compared to the nine months ended September 30, 2018. 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 increased investment management fees from anticipated increases in the cost of investments and increased property management fees from anticipated increases in future rental income.
Depreciation and amortization
Depreciation and amortization expenses were $55,430,404 for the nine months ended September 30, 2019, compared to $52,920,337 for the nine months ended September 30, 2018. The increase of $2,510,067 was primarily due to the net increase in depreciable and amortizable assets of $24,943,540 since September 30, 2018, due to capital improvements offset by a decrease in the number of properties owned subsequent to September 30, 2018. 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, 2019, was $36,962,055 compared to $31,619,697 for the nine months ended September 30, 2018. The increase of $5,342,358 was primarily due to the increase in the notes payable, net balance of $50,076,260 since September 30, 2018, due to financing incurred in connection with the refinancing of two multifamily properties and the financing of one of our unencumbered multifamily properties since September 30, 2018. Included in interest expense is the amortization of deferred financing costs of $750,751 and $762,658, unrealized loss (gain) on derivative instruments of $223,867 and $(641,013), amortization of loan discount of $0 and $207,074 and credit facility commitment fees of $2,137 and $30,978 for the nine months ended September 30, 2019 and 2018, respectively. Our interest expense in future periods will vary based on the impact of changes to LIBOR, or the adoption of a replacement to LIBOR, 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.
Loss on debt extinguishment
Loss on debt extinguishment for the nine months ended September 30, 2019, was $41,609 compared to $4,975,497 for the nine months ended September 30, 2018. These expenses consisted of prepayment penalties and the expense of the deferred financing costs, net related to the repayment and extinguishment of debt in conjunction with the refinancing of 21 multifamily properties during the nine months ended September 30, 2018. The loss on debt extinguishment will vary in future periods if we repay the remaining outstanding principal prior to the scheduled maturity dates of the notes payable.
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General and administrative expenses
General and administrative expenses for the nine months ended September 30, 2019, were $6,173,895 compared to $4,810,141 for the nine months ended September 30, 2018. These general and administrative costs consisted primarily of legal fees, insurance premiums, audit fees, other professional fees and independent director compensation. The increase of $1,363,754 was primarily due to the increases in director meeting fees as a result of an increase in the number of meetings compared to the prior year period and legal fees and expenses related to the proposed SIR Merger and STAR III Merger that were expensed prior to the date of signing the Merger Agreements. We expect general and administrative expenses to decrease as a percentage of total revenues in future periods.
Gain on sales of real estate
Gain on sales of real estate for the nine months ended September 30, 2019, was $3,329,078 compared to $0 for the nine months ended September 30, 2018. The gain on sales of real estate consisted of the gain recognized on the disposition of our multifamily property during the nine months ended September 30, 2019, net of Illinois state taxes. No multifamily property dispositions occurred during the nine months ended September 30, 2018. Our gain on sales of real estate in future periods will vary based on the opportunity to sell real properties and real estate-related investments.
Property Operations for the Three Months Ended September 30, 2019, Compared to the Three Months Ended September 30, 2018
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, 2018. A “non-same-store” property is a property that was acquired, placed into service or disposed of after July 1, 2018. As of September 30, 2019, 33 properties were categorized as same-store properties.
The following table presents the same-store results from operations for the three months ended September 30, 2019 and 2018:
For the Three Months Ended September 30, | |||||||||||||||
2019 | 2018 | Change $ | Change % | ||||||||||||
Same-store properties: | |||||||||||||||
Revenues | $ | 43,400,211 | $ | 42,279,956 | $ | 1,120,255 | 2.6 | % | |||||||
Operating expenses | 19,653,340 | 18,356,182 | 1,297,158 | 7.1 | % | ||||||||||
Net operating income | 23,746,871 | 23,923,774 | (176,903 | ) | (0.7 | )% | |||||||||
Non-same-store properties: | |||||||||||||||
Net operating income | 385,396 | 395,933 | (10,537 | ) | |||||||||||
Total Net operating income(1) | $ | 24,132,267 | $ | 24,319,707 | $ | (187,440 | ) |
________________
(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, 2019, was $23,746,871 compared to $23,923,774 for the three months ended September 30, 2018. The 0.7% decrease in same-store net operating income was a result of a 2.6% increase in same-store rental revenues offset by a 7.1% increase in same-store operating expenses.
Revenues
Same-store revenues for the three months ended September 30, 2019, were $43,400,211 compared to $42,279,956 for the three months ended September 30, 2018. The 2.6% increase in same-store revenues was primarily due to average rent increases at the same-store properties from $1,151 as of September 30, 2018, to $1,190 as of September 30, 2019, as a result of ordinary monthly rent increases and monthly rent increases from the completion of value-enhancement projects, partially offset by a same-store occupancy decrease from 94.5% as of September 30, 2018, to 94.4% as of September 30, 2019.
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Operating Expenses
Same-store operating expenses for the three months ended September 30, 2019, were $19,653,340 compared to $18,356,182 for the three months ended September 30, 2018. The increase in same-store operating expenses was primarily attributable to higher real estate taxes, general and administrative costs, turnover costs, utility costs, repairs and maintenance and payroll during the three months ended September 30, 2019, compared to the three months ended September 30, 2018.
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 (those that did not meet the criteria for capitalization under ASC 805) and non-operating fees to affiliates are eliminated because they do not reflect continuing operating costs of the property owner.
Depreciation and amortization expenses as well as gains or losses from the sale of operating real estate assets are eliminated because they may not accurately represent the actual change in value in 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 (loss) 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 (those that did not meet the criteria for capitalization under ASC 805), certain fees to affiliates, depreciation and amortization expense and gains or losses from the sale of properties, and other gains and losses as stipulated by GAAP, the level of capital expenditures and leasing costs necessary to maintain the operating performance of 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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The following is a reconciliation of our NOI to net loss for the three and nine months ended September 30, 2019 and 2018 computed in accordance with GAAP:
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
2019 | 2018 | 2019 | 2018 | |||||||||||||
Net loss | $ | (10,389,806 | ) | $ | (20,671,331 | ) | $ | (34,742,088 | ) | $ | (37,635,602 | ) | ||||
Fees to affiliates(1) | 4,733,579 | 7,845,064 | 13,067,907 | 16,389,082 | ||||||||||||
Depreciation and amortization | 18,632,477 | 17,855,195 | 55,430,404 | 52,920,337 | ||||||||||||
Interest expense | 12,562,978 | 12,273,389 | 36,962,055 | 31,619,697 | ||||||||||||
Loss on debt extinguishment | — | 4,975,497 | 41,609 | 4,975,497 | ||||||||||||
General and administrative expenses | 2,230,541 | 2,101,075 | 6,173,895 | 4,810,141 | ||||||||||||
Gain on sale of real estate, net | (3,329,078 | ) | — | (3,329,078 | ) | — | ||||||||||
Other gains(2) | (308,424 | ) | (59,182 | ) | (1,231,593 | ) | (432,945 | ) | ||||||||
Net operating income | $ | 24,132,267 | $ | 24,319,707 | $ | 72,373,111 | $ | 72,646,207 |
____________________
(1) | Fees to affiliates for the three and nine months ended September 30, 2019, exclude property management fees of $1,276,621 and $3,756,048 and other reimbursements of $907,103 and $2,424,954, respectively, that are included in NOI. Fees to affiliates for the three and nine months ended September 30, 2018, exclude property management fees of $1,241,104 and $3,653,311 and other reimbursements of $540,090 and $1,207,246, respectively, that are included in NOI. |
(2) | Other gains for the three and nine months ended September 30, 2019 and 2018, includes non-recurring insurance claim recoveries and interest income 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 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 December 2018, 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
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accounting for real estate involves the use of GAAP. Any other method of accounting for real estate such as the fair value method cannot be construed to be any more accurate or relevant than the comparable methodologies of real estate valuation found in GAAP. Nevertheless, 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. We adopted ASU 2016-02, Leases, or ASU 2016-02 on January 1, 2019, which requires us, as a lessee, to recognize a liability for obligations under a lease contract and a right-of-use asset. The carrying amount of the right-of-use asset is amortized over the term of the lease. Because we have no ownership rights (current or residual) in the underlying asset, NAREIT concluded that the amortization of the right-of-use asset should not be added back to GAAP net income (loss) in calculating FFO. This amortization expense is included in FFO. 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.
Due to the above factors and other unique features of publicly registered, non-listed REITs, the 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
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premiums on debt investments, nonrecurring unrealized gains and losses on hedges, foreign exchange, derivatives or securities holdings, unrealized gains and losses resulting from consolidations, as well as other listed cash flow adjustments are adjustments made to net income in calculating the cash flows provided by operating activities and, in some cases, reflect gains or losses which are unrealized and may not ultimately be realized. While 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. Historically under GAAP, acquisition fees and expenses were characterized as operating expenses in determining operating net income. However, following the publication of ASU 2017-01, which now forms part of ASC 805, acquisition fees and expenses are capitalized and depreciated under certain conditions. 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. 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. 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 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.
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, 2019 and 2018:
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For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
2019 | 2018 | 2019 | 2018 | |||||||||||||
Reconciliation of net loss to MFFO: | ||||||||||||||||
Net loss | $ | (10,389,806 | ) | $ | (20,671,331 | ) | $ | (34,742,088 | ) | $ | (37,635,602 | ) | ||||
Depreciation of real estate assets | 18,631,573 | 17,855,195 | 55,429,500 | 52,920,337 | ||||||||||||
Gain on sale of real estate, net | (3,329,078 | ) | — | (3,329,078 | ) | — | ||||||||||
FFO | 4,912,689 | (2,816,136 | ) | 17,358,334 | 15,284,735 | |||||||||||
Acquisition fees and expenses(1)(2) | 687,561 | — | 1,496,029 | — | ||||||||||||
Unrealized loss (gain) on derivative instruments | 24,144 | (62,119 | ) | 223,867 | (641,013 | ) | ||||||||||
Loss on debt extinguishment | — | 4,975,497 | 41,609 | 4,975,497 | ||||||||||||
MFFO | $ | 5,624,394 | $ | 2,097,242 | $ | 19,119,839 | $ | 19,619,219 |
________________
(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. Historically under GAAP, acquisition fees and expenses were considered operating expenses and as expenses included in the determination of net income (loss) and income (loss) from continuing operations, both of which are performance measures under GAAP. Following the publication of ASU 2017-01, which now forms part of ASC 805, acquisition fees and expenses are capitalized and depreciated under certain conditions. All paid and accrued acquisition fees and expenses will have negative effects on returns to investors, the potential for future distributions, and cash flows generated by 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. 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, 2019 and 2018 include acquisition expenses of $687,561 and $1,496,029 and $0 and $0, respectively, that did not meet the criteria for capitalization under ASC 805 and were recorded in general and administrative expenses in the accompanying consolidated statements of operations. These expenses largely pertained to the proposed SIR Merger and STAR III Merger that were incurred and expensed through the date of the Merger Agreement. Upon signing the Merger Agreement, merger related acquisition expenses met the definition of capitalized expenses and were therefore capitalized in the accompanying consolidated balance sheets thereby not impacting MFFO. Also included in expensed acquisition expenses are acquisition expenses related to real estate projects that did not come to fruition. |
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.
Off-Balance Sheet Arrangements
As of September 30, 2019, 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 (Related Party Arrangements) to the unaudited consolidated financial statements included in this quarterly report for a discussion of the various related-party transactions, agreements and fees.
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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 distributions 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, 2019, the fair value of our fixed rate debt was $851,221,877 and the carrying value of our fixed rate debt was $817,028,790. 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, 2019. 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, 2019, the fair value of our variable rate debt was $278,730,536 and the carrying value of our variable rate debt was $283,136,133. Based on interest rates as of September 30, 2019, if interest rates are 100 basis points higher during the 12 months ending September 30, 2020, interest expense on our variable rate debt would increase by $2,895,430 and if interest rates are 100 basis points lower during the 12 months ending September 30, 2020, interest expense on our variable rate debt would decrease by $2,895,430.
At September 30, 2019, the weighted-average interest rate of our fixed rate debt and variable rate debt was 4.32% and 3.91%, respectively. The weighted-average interest rate of our blended fixed and variable rates was 4.21% at September 30, 2019. The weighted-average interest rate represents the actual interest rate in effect at September 30, 2019 (consisting of the contractual interest rate), using interest rate indices as of September 30, 2019, 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, 2019, we did not have counterparty risk on our interest rate cap agreements as the underlying variable rates for each of our interest rate cap agreements as of September 30, 2019 were not in excess of the capped rates. See also Note 10 (Derivative Financial Instruments) to our unaudited consolidated financial statements included in this quarterly report.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms, and that such information is accumulated and communicated to us, including our chief executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. 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 are required to apply our judgment in evaluating whether the benefits of the controls and procedures that we adopt outweigh their costs.
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As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, an evaluation as of September 30, 2019, was conducted under the supervision and with the participation of our management, including our chief executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our chief executive officer and principal financial officer concluded that our disclosure controls and procedures, as of September 30, 2019, were effective at the reasonable assurance level.
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, 2019, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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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 14, 2019 and in our Quarterly Report on Form 10-Q filed with the SEC on August 13, 2019.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the three months ended September 30, 2019, we did not sell any equity securities that were not registered under the Securities Act.
During the three months ended September 30, 2019, 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 2019 | 18,740 | 135,389 | $ | 14.77 | (4) | |||||||
August 2019 | 25,214 | — | — | (4) | ||||||||
September 2019 | 11,347 | — | — | (4) | ||||||||
55,301 | 135,389 |
____________________
(1) | We generally repurchase shares approximately 30 days following the end of the applicable quarter in which requests were received. As of September 30, 2019, we had $817,640, representing 55,166 shares of outstanding and unfulfilled repurchase requests, all of which were fulfilled on October 31, 2019. |
(2) | We currently repurchase shares at prices determined as follows: |
• | 92.5% of the Share Repurchase Price for stockholders who have held their shares for at least one year; |
• | 95.0% of the Share Repurchase Price for stockholders who have held their shares for at least two years; |
• | 97.5% of the Share Repurchase Price for stockholders who have held their shares for at least three years; and |
• | 100% of the Share Repurchase Price for stockholders who have held their shares for at least four years. |
The share repurchase price is 93% of the most recently determined estimated value per share. Notwithstanding the above, the repurchase price for repurchases sought upon a stockholder’s death or qualifying disability will be equal to the average issue price per share for all of the stockholder’s shares.
(3) | From inception through September 30, 2019, our share repurchases have been funded exclusively from the net proceeds we received from the sale of shares under our distribution reinvestment plan. |
(4) | We are not obligated to repurchase shares of our common stock under the share repurchase plan. In no event will repurchases under the share repurchase plan exceed 5% of the weighted average number of shares of common stock outstanding during the prior calendar year or the $2,000,000 limit for any quarter put in place by our board of directors. In connection with the proposed SIR Merger and STAR III Merger, on August 5, 2019, our board of directors approved the |
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Amended and Restated Share Repurchase Plan or the Amended & Restated SRP, which became effective September 5, 2019, and will apply with repurchases made on the repurchase dates subsequent to the effective date of the Amended & Restated SRP. Under the Amended & Restated SRP, we will only repurchase shares of common stock in connection with the death or qualifying disability (as determined by our board of directors in its sole discretion) of a stockholder, subject to certain terms and conditions specified in the Amended & Restated SRP. Repurchases pursuant to the Amended & Restated SRP will continue to be limited to $2,000,000 per quarter. We expect that the board of directors of the combined company will determine the terms of the share repurchase plan at a later date following consummation of the SIR Merger and STAR III Merger.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
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Item 6. Exhibits
EXHIBIT LIST
Exhibit | Description | ||
2.1 | |||
2.2 | |||
3.1 | |||
3.2 | |||
4.1 | |||
4.2 | |||
4.3 | |||
4.5 | |||
4.6 | |||
10.1 | |||
99.1 |
31.1* | ||
31.2* | ||
32.1** | ||
32.2** |
______________
* | 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. |
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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 8, 2019 | By: | /s/ Rodney F. Emery |
Rodney F. Emery | |||
Chief Executive Officer and Chairman of the Board | |||
(Principal Executive Officer) | |||
Date: | November 8, 2019 | By: | /s/ Kevin J. Keating |
Kevin J. Keating | |||
Chief Financial Officer and Treasurer | |||
(Principal Financial and Accounting Officer) |
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