UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
November 20, 2014
Steadfast Apartment REIT, Inc.
(Exact Name of Registrant as Specified in Charter)
Maryland | 333-191049 | 36-4769184 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
of Incorporation) | Identification No.) | |||
18100 Von Karman Avenue, Suite 500
Irvine, California 92612
(Address of Principal Executive Offices, including Zip Code)
Registrant’s telephone number, including area code: (949) 852-0700
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2.):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||
Item 9.01 | Financial Statements and Exhibits. |
On November 20, 2014, Steadfast Apartment REIT, Inc. (the “Company”), through a consolidated subsidiary, acquired a fee simple interest in The 1800 at Barrett Lakes Apartments (“Barrett Lakes”). The Company is filing this Current Report on Form 8-K/A to amend the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on November 25, 2014, to provide the required financial information related to the acquisition of Barrett Lakes.
This Current Report on Form 8-K/A hereby amends the Company’s Current Report on Form 8-K relating to the acquisition of Barrett Lakes, filed with the SEC on November 25, 2014.
(a) Financial Statements of Real Estate Acquired.
Barrett Lakes | ||
Report of Independent Auditors | ||
Statements of Revenues Over Certain Operating Expenses for the Nine Months Ended September 30, 2014 (unaudited) and the Year Ended December 31, 2013 | ||
Notes to Statements of Revenues Over Certain Operating Expenses for the Nine Months Ended September 30, 2014 (unaudited) and the Year Ended December 31, 2013 | ||
(b) Pro Forma Financial Information.
Steadfast Apartment REIT, Inc. | ||
Summary of Unaudited Pro Forma Financial Statements | ||
Unaudited Pro Forma Balance Sheet as of September 30, 2014 | ||
Unaudited Pro Forma Statement of Operations for the Nine Months Ended September 30, 2014 | ||
Unaudited Pro Forma Statement of Operations for the Year Ended December 31, 2013 | ||
Report of Independent Auditors
To the Board of Directors and Stockholders of
Steadfast Apartment REIT, Inc.
We have audited the accompanying statement of revenues over certain operating expenses of The 1800 at Barrett Lakes Apartments (“Barrett Lakes”) for the year ended December 31, 2013, and the related notes to the financial statement.
Management’s Responsibility for the Financial Statement
Management is responsible for the preparation and fair presentation of the statement of revenues over certain operating expenses in conformity with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of a statement of revenues over certain operating expenses that is free of material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on the statement of revenues over certain operating expenses based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of revenues over certain operating expenses is free of material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the statement of revenues over certain operating expenses. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the statement of revenues over certain operating expenses, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the statement of revenues over certain operating expenses in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the statement of revenues over certain operating expenses.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the statement of revenues over certain operating expenses referred to above presents fairly, in all material respects, the revenues and certain operating expenses of Barrett Lakes as described in Note 2 for the year ended December 31, 2013, in conformity with U.S. generally accepted accounting principles.
Basis of Accounting
As described in Note 2 to the financial statement, the statement of revenues over certain operating expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission, and is not intended to be a complete presentation of Barrett Lakes’s revenues and expenses. Our opinion is not modified with respect to this matter.
/s/ Ernst & Young LLP
Irvine, California
February 2, 2015
F-1
BARRETT LAKES
STATEMENTS OF REVENUES OVER CERTAIN OPERATING EXPENSES
For the Nine Months Ended September 30, 2014 | For the Year Ended December 31, 2013 | ||||||
(unaudited) | |||||||
Revenues: | |||||||
Rental income | $ | 3,364,919 | $ | 4,408,719 | |||
Tenant reimbursements and other | 470,998 | 594,862 | |||||
Total revenues | 3,835,917 | 5,003,581 | |||||
Expenses: | |||||||
Operating, maintenance, and management | 1,331,465 | 1,674,038 | |||||
Real estate taxes and insurance | 352,920 | 431,345 | |||||
General and administrative expenses | 24,907 | 32,351 | |||||
Total expenses | 1,709,292 | 2,137,734 | |||||
Revenues over certain operating expenses | $ | 2,126,625 | $ | 2,865,847 | |||
See accompanying notes to statements of revenues over certain operating expenses.
F-2
BARRETT LAKES
NOTES TO STATEMENTS OF REVENUES OVER CERTAIN OPERATING EXPENSES
For the Nine Months Ended September 30, 2014 (unaudited)
and the Year Ended December 31, 2013
1. DESCRIPTION OF REAL ESTATE PROPERTY
On November 20, 2014, Steadfast Apartment REIT, Inc. (the “Company”), through a consolidated subsidiary, acquired a fee simple interest in a multifamily property located in Kennesaw, Georgia, commonly known as the The 1800 at Barrett Lakes Apartments (“Barrett Lakes”) for an aggregate purchase price of $49,000,000, exclusive of closing costs. The Company financed the payment of the purchase price for Barrett Lakes with a combination of (1) proceeds from the Company’s public offering and (2) a loan in the aggregate principal amount of $34,300,000.
Barrett Lakes was constructed in two phases in 1988 and 1997 and is composed of 39 residential buildings. Barrett Lakes contains 500 apartments consisting of 190 one-bedroom apartments, 220 two-bedroom apartments and 90 three-bedroom apartments. The apartments range in size from 893 to 1,327 square feet and average 1,086 square feet.
The Company is a Maryland corporation formed to invest in and manage a diverse portfolio of real estate investments, primarily in the multifamily sector, located throughout the United States.
2. BASIS OF PRESENTATION
The accompanying statements of revenues over certain operating expenses have been prepared to comply with the rules and regulations of the Securities and Exchange Commission (“SEC”).
Barrett Lakes is not a legal entity and the accompanying statements of revenues over certain expenses are not representative of the actual operations for the periods presented, as certain revenues and expenses have been excluded that may not be comparable to the revenues and expenses the Company expects to incur in the future operations of Barrett Lakes. Excluded items include interest, depreciation and amortization, and general and administrative costs not directly comparable to the future operations of Barrett Lakes.
The accompanying unaudited statement of revenues over certain operating expenses for the nine months ended September 30, 2014 has been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information as contained within the Financial Accounting Standards Board Accounting Standards Codification and the rules and regulations of the SEC, including the instructions to Form 8-K and Article 3-14 of Regulation S-X. Accordingly, the unaudited statement of revenues over certain operating expenses does not include all of the information and footnotes required by GAAP for audited financial statements. In the opinion of management, the statement of revenues over certain operating expenses for the unaudited interim period presented includes all adjustments, which are of a normal and recurring nature, necessary for a fair and consistent presentation of the results for such period. Operating results for the nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.
An audited statement of revenues over certain operating expenses is being presented for the most recent year available instead of the three most recent years based on the following factors: (1) Barrett Lakes was acquired from an unaffiliated party; and (2) based on due diligence of Barrett Lakes conducted by the Company, management is not aware of any material factors relating to Barrett Lakes that would cause this financial information not to be indicative of future operating results.
Square footage, occupancy and other measures used to describe real estate included in the notes to statements of revenues over certain operating expenses are presented on an unaudited basis.
F-3
BARRETT LAKES
NOTES TO STATEMENTS OF REVENUES OVER CERTAIN OPERATING EXPENSES (CONTINUED)
For the Nine Months Ended September 30, 2014 (unaudited)
and the Year Ended December 31, 2013
3. SIGNIFICANT ACCOUNTING POLICIES
Revenue Recognition
Barrett Lakes leases residential apartment units under operating leases generally with terms of one year or less. Rental revenue, including rental abatements, concessions and contractual fixed increases, is recognized on a straight-line basis over the term of the related lease. Tenant reimbursements and other income consists of charges billed to tenants for utilities, parking, application and other fees. Tenant reimbursements and other income are recognized when earned.
Use of Estimates
The preparation of financial statements, as described in Note 2 and in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates.
4. COMMITMENTS AND CONTINGENCIES
Litigation
Barrett Lakes may become 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 probable or reasonably possible to have a material adverse effect on its results of operations or financial condition.
Other Matters
The Company is not aware of any material environmental liabilities relating to Barrett Lakes that could have a material adverse effect on its financial condition or results of operations. However, changes in applicable environmental laws and regulations or other environmental conditions with respect to Barrett Lakes could result in future environmental liabilities.
5. SUBSEQUENT EVENTS
The Company evaluates subsequent events through the date the statements of revenues over certain operating expenses are issued. The accompanying statements of revenues over certain operating expenses were issued on February 2, 2015.
F-4
STEADFAST APARTMENT REIT, INC.
SUMMARY OF UNAUDITED PRO FORMA FINANCIAL STATEMENTS
The following pro forma information should be read in conjunction with the Company’s historical consolidated financial statements and the notes thereto as filed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, which was filed with the Securities and Exchange Commission (“SEC”) on March 21, 2014, and the Company’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2014, which was filed with the SEC on November 13, 2014. In addition, this pro forma information should be read in conjunction with the statements of revenues over certain operating expenses and the notes thereto of the Villages at Spring Hill Apartments (“Spring Hill”), the Harrison Place Apartments (“Harrison Place”), the Club at Summer Valley Apartments (“Club at Summer Valley”), Terrace Cove Apartments (“Terrace Cove”) and the Residences on McGinnis Ferry Apartments (“Residences on McGinnis Ferry”), which have been included in the Company’s prior filings with the SEC, and the statements of revenues over certain operating expenses and the notes thereto of Barrett Lakes, which are included herein.
The following unaudited pro forma balance sheet as of September 30, 2014 has been prepared to give effect to the acquisitions of Residences on McGinnis Ferry and Barrett Lakes, which occurred on October 16, 2014 and November 20, 2014, respectively, as if such acquisitions occurred on September 30, 2014. Spring Hill, Harrison Place, Club at Summer Valley and Terrace Cove were acquired on May 22, 2014, June 30, 2014, August 28, 2014 and August 28, 2014, respectively, and are recorded in the Company’s historical balance sheet as of September 30, 2014.
The following unaudited pro forma statements of operations for the nine months ended September 30, 2014 and for the year ended December 31, 2013 have been prepared to give effect to the acquisitions of Spring Hill, Harrison Place, Club at Summer Valley, Terrace Cove, Residences on McGinnis Ferry and Barrett Lakes (collectively referred to as the “Portfolio Properties”) as if the acquisitions occurred on January 1, 2013.
These unaudited pro forma financial statements are prepared for informational purposes only and are not necessarily indicative of future results or of actual results that would have been achieved had the acquisitions of the Portfolio Properties been consummated as of January 1, 2013. The audited statements of revenues over certain operating expenses of Spring Hill and Harrison Place have been previously filed on Form 8-K/A with the SEC on August 8, 2014. The audited statements of revenues over certain operating expenses of Club at Summer Valley and Terrace Cove have been previously filed on Form 8-K/A with the SEC on November 12, 2014. The audited statement of revenues over certain operating expenses of Residences on McGinnis Ferry has been previously filed on Form 8-K/A with the SEC on December 19, 2014.
F-5
STEADFAST APARTMENT REIT, INC.
UNAUDITED PRO FORMA BALANCE SHEET
As of September 30, 2014
Steadfast Apartment REIT, Inc. Historical (a) | Pro Forma Adjustments | ||||||||||||||||||
Residences on McGinnis Ferry (b) | Barrett Lakes (b) | Offering Proceeds (c) | Pro Forma Total | ||||||||||||||||
Assets: | |||||||||||||||||||
Real Estate: | |||||||||||||||||||
Land | $ | 14,537,515 | $ | 8,682,823 | $ | 7,012,787 | $ | — | $ | 30,233,125 | |||||||||
Building and improvements | 70,320,135 | 87,673,292 | 40,757,659 | — | 198,751,086 | ||||||||||||||
Tenant origination and absorption costs | 2,314,230 | 2,143,885 | 1,229,554 | — | 5,687,669 | ||||||||||||||
Total real estate, cost | 87,171,880 | 98,500,000 | 49,000,000 | — | 234,671,880 | ||||||||||||||
Less accumulated depreciation and amortization | (1,354,372 | ) | — | — | — | (1,354,372 | ) | ||||||||||||
Total real estate, net | 85,817,508 | 98,500,000 | 49,000,000 | — | 233,317,508 | ||||||||||||||
Cash and cash equivalents | 20,258,072 | (23,593,984 | ) | (14,391,973 | ) | 28,667,000 | 10,939,115 | ||||||||||||
Restricted cash | 1,067,730 | 763,169 | 257,993 | — | 2,088,892 | ||||||||||||||
Rents and other receivables | 461,983 | — | — | — | 461,983 | ||||||||||||||
Deferred financing costs and other assets, net | 3,526,090 | (764,629 | ) | 118,804 | — | 2,880,265 | |||||||||||||
Total assets | $ | 111,131,383 | $ | 74,904,556 | $ | 34,984,824 | $ | 28,667,000 | $ | 249,687,763 | |||||||||
Liabilities: | |||||||||||||||||||
Accounts payable and accrued liabilities | $ | 1,870,005 | $ | 1,640,514 | $ | 960,907 | $ | — | $ | 4,471,426 | |||||||||
Mortgage notes payable | 60,970,000 | 73,660,600 | 34,300,000 | — | 168,930,600 | ||||||||||||||
Distributions payable | 271,654 | — | — | — | 271,654 | ||||||||||||||
Due to affiliates | 593,502 | 1,799,733 | (d) | 875,512 | (d) | — | 3,268,747 | ||||||||||||
Total liabilities | 63,705,161 | 77,100,847 | 36,136,419 | — | 176,942,427 | ||||||||||||||
Commitments and Contingencies | |||||||||||||||||||
Redeemable common stock | 200,556 | — | — | — | 200,556 | ||||||||||||||
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, 4,167,638 shares issued and outstanding and 6,430,384 pro forma shares as of September 30, 2014 | 41,676 | — | — | 22,628 | 64,304 | ||||||||||||||
Convertible stock, $0.01 par value per share; 1,000 shares issued and outstanding as of September 30, 2014 | 10 | — | — | — | 10 | ||||||||||||||
Additional paid-in capital | 52,430,352 | — | — | 28,644,372 | 81,074,724 | ||||||||||||||
Cumulative distributions and net losses | (5,246,372 | ) | (2,196,291 | ) | (d) | (1,151,595 | ) | (d) | — | (8,594,258 | ) | ||||||||
Total stockholders’ equity | 47,225,666 | (2,196,291 | ) | (1,151,595 | ) | 28,667,000 | 72,544,780 | ||||||||||||
Total liabilities and stockholders’ equity | $ | 111,131,383 | $ | 74,904,556 | $ | 34,984,824 | $ | 28,667,000 | $ | 249,687,763 | |||||||||
F-6
STEADFAST APARTMENT REIT, INC.
NOTES TO UNAUDITED PRO FORMA BALANCE SHEET
As of September 30, 2014
(a) | Historical financial information as of September 30, 2014, derived from the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2014. |
(b) | Represents adjustments to the balance sheet of the Company to give effect to the acquisitions of Residences on McGinnis Ferry and Barrett Lakes and related cash, other assets and liabilities as if the acquisitions had occurred on September 30, 2014. The aggregate purchase prices of Residences on McGinnis Ferry and Barrett Lakes, exclusive of closing and other acquisition costs, was approximately $98.5 million and $49.0 million, and were funded with proceeds from the Company’s initial public offering and with financings in the amounts of approximately $73.7 million and $34.3 million, respectively. The Company recorded the cost of tangible assets and identifiable intangible assets acquired based on their estimated fair values. The purchase price allocation for these acquisitions are preliminary and subject to change. Included in the deferred financing costs and other assets, net pro forma activity are adjustments for escrow money deposits that are included in the historical results of the Company. |
(c) | The pro forma adjustments assume the actual net proceeds raised in the Company’s initial public offering during the period from October 1, 2014 through November 20, 2014 were raised as of September 30, 2014. |
(d) | Represents the acquisition related fees and expenses incurred in connection with the acquisitions of Residences on McGinnis Ferry and Barrett Lakes, including loan coordination fees incurred in connection with obtaining mortgage debt on such acquired property, not included in the historical results of the Company. |
F-7
STEADFAST APARTMENT REIT, INC.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
For the Nine Months Ended September 30, 2014
Steadfast Apartment REIT, Inc. Historical (a) | Spring Hill (b) | Harrison Place (b) | Club at Summer Valley (b) | Terrace Cove (b) | Residences on McGinnis Ferry (b) | Barrett Lakes (b) | Pro Forma Adjustments | Pro Forma Total | ||||||||||||||||||||||||||||
Revenues: | ||||||||||||||||||||||||||||||||||||
Rental income | $ | 1,785,964 | $ | 399,266 | $ | 705,268 | $ | 1,194,280 | $ | 1,316,211 | $ | 6,142,530 | $ | 3,364,919 | $ | 1,744,891 | (c) | $ | 16,653,329 | |||||||||||||||||
Tenant reimbursements and other | 146,948 | 32,760 | 53,703 | 111,638 | 99,865 | 927,073 | 470,998 | 140,781 | (c) | 1,983,766 | ||||||||||||||||||||||||||
Total revenues | 1,932,912 | 432,026 | 758,971 | 1,305,918 | 1,416,076 | 7,069,603 | 3,835,917 | 1,885,672 | 18,637,095 | |||||||||||||||||||||||||||
Expenses: | ||||||||||||||||||||||||||||||||||||
Operating, maintenance and management | 498,382 | 150,710 | 232,125 | 439,188 | 483,869 | 2,034,602 | 1,331,465 | 41,190 | (d) | 5,211,531 | ||||||||||||||||||||||||||
Real estate taxes and insurance | 304,649 | 44,012 | 138,771 | 200,571 | 216,192 | 862,700 | 352,920 | 1,020,967 | (e) | 3,140,782 | ||||||||||||||||||||||||||
Fees to affiliates | 1,713,203 | — | — | — | — | — | — | (201,259 | ) | (f) | 1,511,944 | |||||||||||||||||||||||||
Depreciation and amortization | 1,354,372 | — | — | — | — | — | — | 5,180,080 | (g) | 6,534,452 | ||||||||||||||||||||||||||
Interest expense | 405,468 | — | — | — | — | — | — | 2,409,917 | (h) | 2,815,385 | ||||||||||||||||||||||||||
General and administrative expenses | 1,075,227 | 2,466 | 3,375 | 1,952 | 1,611 | 14,411 | 24,907 | — | 1,123,949 | |||||||||||||||||||||||||||
Acquisition costs | 940,535 | — | — | — | — | — | — | (801,012 | ) | (i) | 139,523 | |||||||||||||||||||||||||
Total expenses | 6,291,836 | 197,188 | 374,271 | 641,711 | 701,672 | 2,911,713 | 1,709,292 | 7,649,883 | 20,477,566 | |||||||||||||||||||||||||||
Net (loss) income | $ | (4,358,924 | ) | $ | 234,838 | $ | 384,700 | $ | 664,207 | $ | 714,404 | $ | 4,157,890 | $ | 2,126,625 | $ | (5,764,211 | ) | $ | (1,840,471 | ) | |||||||||||||||
Net loss per common share – basic and diluted | $ | (3.56 | ) | $ | (0.29 | ) | ||||||||||||||||||||||||||||||
Weighted-average number of common shares outstanding, basic and diluted | 1,224,298 | 6,430,384 | (j) | |||||||||||||||||||||||||||||||||
F-8
STEADFAST APARTMENT REIT, INC.
NOTES TO UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
For the Nine Months Ended September 30, 2014
(a) | Historical financial information for the nine months ended September 30, 2014 derived from the Company’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2014. |
(b) | Represents the historical operations of the Portfolio Properties under the previous owners as reported in the Statements of Revenues Over Certain Operating Expenses for each of the Portfolio Properties. |
(c) | Represents additional revenues (not reflected in the historical operations of the previous owners of the Portfolio Properties or the Company) for the nine months ended September 30, 2014, based on management estimates as if the Portfolio Properties were acquired on January 1, 2013, as follows: |
Portfolio Properties | Rental Income For the Nine Months Ended September 30, 2014 | Tenant Reimbursement and Other For the Nine Months Ended September 30, 2014 | ||||||
Spring Hill | $ | 230,687 | $ | 18,928 | ||||
Harrison Place | 705,268 | 53,703 | ||||||
Club at Summer Valley | 384,824 | 35,972 | ||||||
Terrace Cove | 424,112 | 32,178 | ||||||
Residences on McGinnis Ferry | — | — | ||||||
Barrett Lakes | — | — | ||||||
$ | 1,744,891 | $ | 140,781 | |||||
(d) | Represents additional operating and maintenance expenses (not reflected in the historical operations of the previous owners of the Portfolio Properties or the Company) and the exclusion of property management fees recorded in the historical operations of the previous owners that are not comparable to the expense the Company expects to incur in the future operations of the Portfolio Properties, as follows: |
Portfolio Properties | Operating and Maintenance Expenses For the Nine Months Ended September 30, 2014 | Property Management Fees For the Nine Months Ended September 30, 2014 | Total | |||||||||
Spring Hill | $ | 75,755 | $ | (19,595 | ) | $ | 56,160 | |||||
Harrison Place | 203,639 | (30,724 | ) | 172,915 | ||||||||
Club at Summer Valley | 130,448 | (39,001 | ) | 91,447 | ||||||||
Terrace Cove | 143,960 | (42,229 | ) | 101,731 | ||||||||
Residences on McGinnis Ferry | — | (247,436 | ) | (247,436 | ) | |||||||
Barrett Lakes | — | (133,627 | ) | (133,627 | ) | |||||||
$ | 553,802 | $ | (512,612 | ) | $ | 41,190 | ||||||
F-9
(e) | Represents additional real estate taxes and insurance expense (not reflected in the historical operations of the previous owners of the Portfolio Properties or the Company) for the nine months ended September 30, 2014, based on management estimates as if the Portfolio Properties were acquired on January 1, 2013, as follows: |
Portfolio Properties | Real Estate Taxes and Insurance For the Nine Months Ended September 30, 2014 | |||
Spring Hill | $ | 38,398 | ||
Harrison Place | 181,267 | |||
Club at Summer Valley | 163,470 | |||
Terrace Cove | 181,992 | |||
Residences on McGinnis Ferry | 344,373 | |||
Barrett Lakes | 111,467 | |||
$ | 1,020,967 | |||
(f) | Represents adjustments made to fees to affiliates for the nine months ended September 30, 2014 to include the fees to affiliates (not reflected in the historical statement of operations of the Company) for the nine months ended September 30, 2014 that would be due to affiliates or to exclude fees to affiliates (reflected in the historical statements of operations of the Company) that would not have been due to affiliates for the nine months ended September 30, 2014 had the Portfolio Properties been acquired on January 1, 2013. The pro forma total fees to affiliates are as follows: |
• | Acquisition Fees: Acquisition fees are payable based on 1.0% of the sum of the acquisition costs of the Portfolio Properties, including acquisition expenses (with the total acquisition fees and acquisition expenses payable to the Company’s external advisor, Steadfast Apartment Advisor, LLC (“Advisor”) being subject to a limitation of 4.5% of the contract purchase price), as set out in the Advisory Agreement by and among the Company, its operating partnership and Advisor (“Advisory Agreement”). |
• | Loan Coordination Fees: Loan coordination fees are payable to Advisor based on 1.0% of the amount of new debt financed or outstanding debt assumed, as set out in the Advisory Agreement. |
• | Investment Management Fees: Investment management fees are payable to Advisor, based on an annual fee, payable monthly, of 0.5% of the acquisition cost of the Portfolio Properties, including acquisition fees, acquisition expenses and any debt attributable to the Portfolio Properties, as set out in the Advisory Agreement. |
• | Property Management Fees: Property management fees are payable to the Company's affiliated property manager based on a range from 2.5% to 3.0% of the monthly gross revenues of the Portfolio Properties, as set out in the Property Management Agreement for each property. |
The acquisition fees and loan coordination fees that would not have been payable to Advisor, investment management fees that would have been payable to Advisor and the property management fees that would have been payable to the affiliated property managers were:
F-10
For the Nine Months Ended September 30, 2014 | ||||||||||||||||||||
Portfolio Properties | Acquisition Fees | Loan Coordination Fees | Investment Management Fees | Property Management Fees | Total | |||||||||||||||
Spring Hill | $ | (145,167 | ) | $ | (99,400 | ) | $ | 28,916 | $ | 20,449 | $ | (195,202 | ) | |||||||
Harrison Place | (295,919 | ) | (195,300 | ) | 74,720 | 45,538 | (370,961 | ) | ||||||||||||
Club at Summer Valley | (231,751 | ) | (150,500 | ) | 77,372 | 51,801 | (253,078 | ) | ||||||||||||
Terrace Cove | (254,984 | ) | (164,500 | ) | 85,129 | 56,171 | (278,184 | ) | ||||||||||||
Residences on McGinnis Ferry | — | — | 402,659 | 176,740 | 579,399 | |||||||||||||||
Barrett Lakes | — | — | 201,689 | 115,078 | 316,767 | |||||||||||||||
$ | (927,821 | ) | $ | (609,700 | ) | $ | 870,485 | $ | 465,777 | $ | (201,259 | ) | ||||||||
(g) | Represents depreciation and amortization expense (not reflected in the historical statement of operations of the Company) for the nine months ended September 30, 2014, as if the Portfolio Properties were acquired on January 1, 2013, as follows: |
Portfolio Properties | Depreciation and Amortization Expense For the Nine Months Ended September 30, 2014 | |||
Spring Hill | $ | 187,029 | ||
Harrison Place | 482,446 | |||
Club at Summer Valley | 414,776 | |||
Terrace Cove | 448,654 | |||
Residences on McGinnis Ferry | 2,479,360 | |||
Barrett Lakes | 1,167,815 | |||
$ | 5,180,080 | |||
Depreciation expense on the purchase price of building and furniture and fixtures is recognized using the straight-line method over an estimated useful life of 27.5 years and 5 years, respectively. Depreciation expense on the purchase price of tenant improvements is recognized using the straight-line method over the life of the lease. Amortization expense on lease intangible costs is recognized using the straight-line method over the life of the lease.
(h) | Represents interest expense (not reflected in the historical statement of operations of the Company) for the nine months ended September 30, 2014, as if the borrowings attributable to the Portfolio Properties were borrowed on January 1, 2013, as follows: |
Portfolio Properties | Initial Mortgage Debt | Interest Expense For the Nine Months Ended September 30, 2014 | ||||||
Spring Hill | $ | 9,940,000 | $ | 89,432 | ||||
Harrison Place | 19,530,000 | 207,678 | ||||||
Club at Summer Valley | 15,050,000 | 227,995 | ||||||
Terrace Cove | 16,450,000 | 249,307 | ||||||
Residences on McGinnis Ferry | 73,660,600 | 1,097,154 | ||||||
Barrett Lakes | 34,300,000 | 538,351 | ||||||
$ | 168,930,600 | $ | 2,409,917 | |||||
F-11
(i) | Represents actual acquisition costs incurred by the Company and reflected in the historical statement of operations for the nine months ended September 30, 2014 that would not have been incurred during this period if the Portfolio Properties were acquired on January 1, 2013, as follows: |
Portfolio Properties | Acquisition Costs For the Nine Months Ended September 30, 2014 | |||
Spring Hill | $ | (226,670 | ) | |
Harrison Place | (189,862 | ) | ||
Club at Summer Valley | (189,711 | ) | ||
Terrace Cove | (194,769 | ) | ||
Residences on McGinnis Ferry | — | |||
Barrett Lakes | — | |||
$ | (801,012 | ) | ||
(j) | Represents the actual number of shares of the Company’s common stock outstanding as of November 20, 2014. The adjustment assumes that these shares were issued and the related proceeds were raised on January 1, 2013. |
F-12
STEADFAST APARTMENT REIT, INC.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
For the Year Ended December 31, 2013
Steadfast Apartment REIT, Inc. Historical (a) | Spring Hill (b) | Harrison Place (b) | Club at Summer Valley (b) | Terrace Cove (b) | Residences on McGinnis Ferry (b) | Barrett Lakes (b) | Pro Forma Adjustments | Pro Forma Total | ||||||||||||||||||||||||||||
Revenues: | ||||||||||||||||||||||||||||||||||||
Rental income | $ | — | $ | 1,582,389 | $ | 2,818,939 | $ | 2,311,558 | $ | 2,541,252 | $ | 7,806,728 | $ | 4,408,719 | $ | — | $ | 21,469,585 | ||||||||||||||||||
Tenant reimbursements and other | — | 120,779 | 255,765 | 217,136 | 206,661 | 1,225,568 | 594,862 | — | 2,620,771 | |||||||||||||||||||||||||||
Total revenues | — | 1,703,168 | 3,074,704 | 2,528,694 | 2,747,913 | 9,032,296 | 5,003,581 | — | 24,090,356 | |||||||||||||||||||||||||||
Expenses: | ||||||||||||||||||||||||||||||||||||
Operating, maintenance and management | — | 791,493 | 1,011,043 | 876,658 | 961,996 | 2,622,647 | 1,674,038 | (849,099 | ) | (c) | 7,088,776 | |||||||||||||||||||||||||
Real estate taxes and insurance | — | 157,210 | 532,250 | 385,460 | 413,023 | 1,033,152 | 431,345 | 1,278,124 | (d) | 4,230,564 | ||||||||||||||||||||||||||
Fees to affiliates | — | — | — | — | — | — | — | 6,164,661 | (e) | 6,164,661 | ||||||||||||||||||||||||||
Depreciation and amortization | — | — | — | — | — | — | — | 13,295,644 | (f) | 13,295,644 | ||||||||||||||||||||||||||
Interest expense | — | — | — | — | — | — | — | 3,568,330 | (g) | 3,568,330 | ||||||||||||||||||||||||||
General and administrative expenses | 86,644 | 8,696 | 13,657 | 4,999 | 3,286 | 18,496 | 32,351 | — | 168,129 | |||||||||||||||||||||||||||
Acquisition costs | — | — | — | — | — | — | — | 1,232,808 | (h) | 1,232,808 | ||||||||||||||||||||||||||
Total expenses | 86,644 | 957,399 | 1,556,950 | 1,267,117 | 1,378,305 | 3,674,295 | 2,137,734 | 24,690,468 | 35,748,912 | |||||||||||||||||||||||||||
Net (loss) income | $ | (86,644 | ) | $ | 745,769 | $ | 1,517,754 | $ | 1,261,577 | $ | 1,369,608 | $ | 5,358,001 | $ | 2,865,847 | $ | (24,690,468 | ) | $ | (11,658,556 | ) | |||||||||||||||
Net loss per common share – basic and diluted | $ | (7.06 | ) | $ | (1.81 | ) | ||||||||||||||||||||||||||||||
Weighted-average number of common shares outstanding, basic and diluted | 12,273 | 6,430,384 | (i) | |||||||||||||||||||||||||||||||||
F-13
STEADFAST APARTMENT REIT, INC.
NOTES TO UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
For the Year Ended December 31, 2013
(a) | Historical financial information for the year ended December 31, 2013 derived from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013. |
(b) | Represents the historical operations of the Portfolio Properties under the previous owners as reported in the Statements of Revenues Over Certain Operating Expenses for each of the Portfolio Properties. |
(c) | Represents the exclusion of the following property management fees recorded in the historical operations of the previous owners of the Portfolio Properties that are not comparable to the expense the Company expects to incur in the future operations of the Portfolio Properties: |
Portfolio Properties | Property Management Fees For the Year Ended December 31, 2013 | |||
Spring Hill | $ | (79,046 | ) | |
Harrison Place | (122,314 | ) | ||
Club at Summer Valley | (75,255 | ) | ||
Terrace Cove | (81,692 | ) | ||
Residences on McGinnis Ferry | (316,130 | ) | ||
Barrett Lakes | (174,662 | ) | ||
$ | (849,099 | ) | ||
(d) | Represents additional real estate taxes and insurance expense (not reflected in the historical operations of the previous owners of the Portfolio Properties) for the year ended December 31, 2013, based on management estimates as if the Portfolio Properties were acquired on January 1, 2013, as follows: |
Portfolio Properties | Real Estate Taxes and Insurance For the Year Ended December 31, 2013 | |||
Spring Hill | $ | 51,717 | ||
Harrison Place | 107,828 | |||
Club at Summer Valley | 165,191 | |||
Terrace Cove | 189,272 | |||
Residences on McGinnis Ferry | 576,279 | |||
Barrett Lakes | 187,837 | |||
$ | 1,278,124 | |||
(e) | Represents fees to affiliates (not reflected in the historical statement of operations of the Company) for the year ended December 31, 2013 that would be due to affiliates had the Portfolio Properties been acquired on January 1, 2013. The pro forma total fees to affiliates are as follows: |
• | Acquisition Fees: Acquisition fees are payable based on 1.0% of the sum of the acquisition costs of the Portfolio Properties, including acquisition expenses (with the total acquisition fees and acquisition expenses payable to Advisor being subject to a limitation of 4.5% of the contract purchase price), as set out in the Advisory Agreement. |
• | Loan Coordination Fees: Loan coordination fees are payable to Advisor based on 1.0% of the amount of new debt financed or outstanding debt assumed, as set out in the Advisory Agreement. |
• | Investment Management Fees: Investment management fees are payable to Advisor based on an annual fee, payable monthly, of 0.5% of the acquisition cost of the Portfolio Properties, including acquisition fees, acquisition expenses and any debt attributable to the Portfolio Properties, as set out in the Advisory Agreement. |
F-14
• | Property Management Fees: Property management fees are payable to the Company's affiliated property manager based on a range from 2.5% to 3.0% of the monthly gross revenues of the Portfolio Properties, as set out in the Property Management Agreement for each property. |
The acquisition fees, loan coordination fees, and investment management fees that would be due to Advisor and the property management fees that would be due to the affiliated property managers had the Portfolio Properties been acquired on January 1, 2013 were:
For the Year Ended December 31, 2013 | ||||||||||||||||||||
Portfolio Properties | Acquisition Fees | Loan Coordination Fees | Investment Management Fees | Property Management Fees | Total | |||||||||||||||
Spring Hill | $ | 145,167 | $ | 99,400 | $ | 73,309 | $ | 51,095 | $ | 368,971 | ||||||||||
Harrison Place | 295,919 | 195,300 | 149,439 | 92,241 | 732,899 | |||||||||||||||
Club at Summer Valley | 231,751 | 150,500 | 117,034 | 75,861 | 575,146 | |||||||||||||||
Terrace Cove | 254,984 | 164,500 | 128,767 | 82,437 | 630,688 | |||||||||||||||
Residences on McGinnis Ferry | 1,063,127 | 736,606 | 536,879 | 225,807 | 2,562,419 | |||||||||||||||
Barrett Lakes | 532,512 | 343,000 | 268,919 | 150,107 | 1,294,538 | |||||||||||||||
$ | 2,523,460 | $ | 1,689,306 | $ | 1,274,347 | $ | 677,548 | $ | 6,164,661 | |||||||||||
(f) | Represents depreciation and amortization expense (not reflected in the historical statement of operations of the Company) for the year ended December 31, 2013, as if the Portfolio Properties were acquired on January 1, 2013, as follows: |
Portfolio Properties | Depreciation and Amortization Expense For the Year Ended December 31, 2013 | |||
Spring Hill | $ | 893,778 | ||
Harrison Place | 1,452,647 | |||
Club at Summer Valley | 1,291,171 | |||
Terrace Cove | 1,421,710 | |||
Residences on McGinnis Ferry | 5,449,698 | |||
Barrett Lakes | 2,786,640 | |||
$ | 13,295,644 | |||
Depreciation expense on the purchase price of building and furniture and fixtures is recognized using the straight-line method over an estimated useful life of 27.5 years and 5 years, respectively. Depreciation expense on the purchase price of tenant improvements is recognized using the straight-line method over the life of the lease. Amortization expense on lease intangible costs is recognized using the straight-line method over the life of the lease.
F-15
(g) | Represents interest expense (not reflected in the historical statement of operations of the Company) for the year ended December 31, 2013, as if the borrowings attributable to the Portfolio Properties were borrowed on January 1, 2013, as follows: |
Portfolio Properties | Initial Mortgage Debt | Interest Expense For the Year Ended December 31, 2013 | ||||||
Spring Hill | $ | 9,940,000 | $ | 244,595 | ||||
Harrison Place | 19,530,000 | 421,094 | ||||||
Club at Summer Valley | 15,050,000 | 345,862 | ||||||
Terrace Cove | 16,450,000 | 378,035 | ||||||
Residences on McGinnis Ferry | 73,660,600 | 1,461,571 | ||||||
Barrett Lakes | 34,300,000 | 717,173 | ||||||
$ | 168,930,600 | $ | 3,568,330 | |||||
(h) | Represents adjustments made to acquisition costs (not reflected in the historical statement of operations of the Company) for the year ended December 31, 2013, to include those amounts incurred by the Company that were attributable to the Portfolio Properties, as if the assets had been acquired on January 1, 2013. |
Portfolio Properties | Acquisition Costs For the Year Ended December 31, 2013 | |||
Spring Hill | $ | 226,670 | ||
Harrison Place | 189,862 | |||
Club at Summer Valley | 189,711 | |||
Terrace Cove | 194,769 | |||
Residences on McGinnis Ferry | 136,380 | |||
Barrett Lakes | 295,416 | |||
$ | 1,232,808 | |||
(i) | Represents the actual number of shares of the Company’s common stock outstanding as of November 20, 2014. The adjustment assumes that these shares were issued and the related proceeds were raised on January 1, 2013. |
F-16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
STEADFAST APARTMENT REIT, INC. | |||
Date: | February 2, 2015 | By: | /s/ Kevin J. Keating |
Kevin J. Keating | |||
Principal Financial and Accounting Officer | |||