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8-K - 8-K - Steadfast Income REIT, Inc.a20180511form8-kreearnings.htm
Exhibit 99.1



sfincomereitlogoa23.jpg
 
18100 Von Karman Avenue
Suite 500
Irvine, CA 92612
949.852.0700
NEWS RELEASE
Contact:
Jennifer Franklin
Phone:
949.333.1721
Email:
jfranklin@Stiracmg.com
STEADFAST INCOME REIT, INC. ANNOUNCES
RESULTS FOR THE QUARTER ENDED MARCH 31, 2018
Irvine, Calif., May 11, 2018 — Steadfast Income REIT, Inc. (the “Company”) announced today its operating results for the three months ended March 31, 2018. During the first quarter of 2018, the Company disposed of 11 multifamily properties, including the contribution of eight properties to a joint venture with Blackstone Real Estate Investment Trust, Inc. (the "Joint Venture"), for a gross sales price of $256.1 million, exclusive of closing costs, for a gain on sales of real estate of $81.2 million. The reduction of the size of the Company's portfolio as a result of the contribution of properties to the Joint Venture and other property sales had a significant impact on the Company's results of operations for the three months ended March 31, 2018, compared to the three months ended March 31, 2017.
For the three months ended March 31, 2018, the Company had total revenues of $35.5 million compared to $54.3 million for the three months ended March 31, 2017. Net income was $73.3 million for the three months ended March 31, 2018, compared to net loss of $5.6 million for the three months ended March 31, 2017. Total assets of the Company at March 31, 2018, were $1.14 billion compared to $1.25 billion at December 31, 2017.
Highlights:
The Company:
Owned a multifamily property portfolio as of March 31, 2018, of 37 properties comprising a total of 9,878 apartment homes and 21,130 square feet of rentable commercial space at two properties with an aggregate purchase price, excluding closing costs, of $1.0 billion and a 10% ownership interest in the Joint Venture.
Had $320.2 million of fixed rate debt with a weighted-average interest rate of 3.82% and $402.6 million of variable rate debt with a weighted-average interest rate of 4.10% as of March 31, 2018. The weighted average interest rate on the Company's total outstanding debt was 3.98% as of March 31, 2018;
Funded $1.4 million for improvements to real estate investments for the three months ended March 31, 2018, compared to $4.5 million for the three months ended March 31, 2017;
Experienced a decrease in net operating income (“NOI”) from $28.3 million for the three months ended March 31, 2017, to NOI of $19.1 million for the three months ended March 31, 2018. (See the reconciliation of

1


NOI to net income (loss) and accompanying notes contained within this release for additional information on how the Company calculates NOI.);
Experienced a decrease in modified funds from operations (“MFFO”), as defined by the Institute for Portfolio Alternatives (formerly known as the Investment Program Association) ("IPA"), from $12.6 million for the three months ended March 31, 2017, to MFFO of $7.0 million for the three months ended March 31, 2018. (See the reconciliation of MFFO to net income (loss) and accompanying notes contained within this release for additional information on how the Company calculates MFFO.);
Experienced a decrease in funds from operations (“FFO”), as defined by the National Association of Real Estate Investment Trusts ("NAREIT"), from $12.3 million for the three months ended March 31, 2017, to FFO of $4.9 million for the three months ended March 31, 2018. (See the reconciliation of FFO to net income (loss) and accompanying notes contained within this release for additional information on how the Company calculates FFO.);
Reported net cash used in operating activities of $1.5 million for the three months ended March 31, 2018, compared to net cash provided by operating activities of $0.3 million for the three months ended March 31, 2017. Net cash provided by investing activities was $172.4 million for the three months ended March 31, 2018, compared to net cash used in investing activities of $4.3 million for the three months ended March 31, 2017; and
Reported net cash used in financing activities of $92.5 million for the three months ended March 31, 2018, which included $13.3 million of distributions paid, all of which were paid in cash. Net cash used in financing activities was $17.8 million for the three months ended March 31, 2017, which included $13.4 million of distributions paid, all of which were paid in cash.
"According to CBRE Econometric Advisors’ market outlook for 2018, rent growth in the suburbs over the past two years has averaged 3.4% nationally while downtown rents have grown at just 0.6% over the same period," said Ella Neyland, president of the Company. "We believe this validates the Company's investment thesis that most of America is choosing to live in moderate income apartments in a more suburban setting."

2



About Steadfast Income REIT, Inc.
     Steadfast Income REIT, Inc. is a real estate investment trust that was formed to acquire and operate a diverse portfolio of real estate investments focused primarily on the multifamily sector, including stable, income-producing and value-added properties.
     Steadfast Income REIT, Inc. is sponsored by Steadfast REIT Investments, LLC, an affiliate of Steadfast Companies, an Orange County, California-based group of affiliated real estate investment and operating companies that acquire, develop and manage real estate in the U.S. and Mexico.
###
This release contains certain forward-looking statements. Words such as "anticipates", "expects", "intends", "plans", "believes", "seeks", "estimates", "may" and "should" and their variations identify forward-looking statements. Because such statements include risks, uncertainties and contingencies, actual results may differ materially from those expressed or implied by such forward-looking statements and you should not place undue reliance on any such statements. A number of important factors could cause actual results to differ materially from the forward-looking statements contained in this release. Such factors include those described in the Risk Factors section of the Company's public filings with the Securities and Exchange Commission. Forward-looking statements in this document speak only as of the date on which such statements were made, and the company undertakes no obligation to update any such statements that may become untrue because of subsequent events. Such forward-looking statements are subject to the safe harbor protection for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

FINANCIAL TABLES, NOTES AND EXHIBITS FOLLOW


3



STEADFAST INCOME REIT, INC.
CONSOLIDATED BALANCE SHEETS

 
March 31, 2018
 
December 31, 2017
 
(Unaudited)
 
 
ASSETS
Assets:
 
 
 
Real Estate:
 
 
 
Land
$
106,932,041

 
$
106,932,041

Building and improvements
917,128,392

 
916,068,353

Other intangible assets
2,644,263

 
2,644,263

Total real estate held for investment, cost
1,026,704,696

 
1,025,644,657

Less accumulated depreciation and amortization
(192,693,352
)
 
(182,081,988
)
Total real estate held for investment, net
834,011,344

 
843,562,669

Real estate held for sale, net

 
183,152,661

Total real estate, net
834,011,344

 
1,026,715,330

Cash and cash equivalents
217,672,108

 
171,228,485

Restricted cash
65,831,542

 
31,005,231

Investment in unconsolidated joint venture
15,102,763

 
8,133,156

Rents and other receivables
2,825,325

 
2,737,800

Assets related to real estate held for sale

 
2,862,292

Other assets
3,748,162

 
3,258,584

Total assets
$
1,139,191,244

 
$
1,245,940,878

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
 
 
 
Accounts payable and accrued liabilities
$
21,717,387

 
$
28,004,830

Notes payable:
 
 
 
Mortgage notes payable, net
632,526,481

 
625,302,105

Credit facility, net
90,282,883

 
90,222,098

Notes payable related to real estate held for sale, net

 
160,261,735

Total notes payable, net
722,809,364

 
875,785,938

Distributions payable
4,584,450

 
4,595,301

Due to affiliates
1,455,517

 
1,967,129

Liabilities related to real estate held for sale

 
4,939,907

Total liabilities
750,566,718

 
915,293,105

Commitments and contingencies
 
 
 
Stockholders’ Equity:
 
 
 
Preferred stock, $0.01 par value per share; 100,000,000 shares authorized, no shares issued and outstanding

 

Common stock $0.01 par value per share; 999,999,000 shares authorized, 75,298,005 and 75,479,409 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively
752,980

 
754,794

Convertible stock, $0.01 par value per share; 1,000 shares authorized, issued and outstanding as of March 31, 2018 and December 31, 2017, respectively
10

 
10

Additional paid-in capital
662,130,024

 
664,110,915

Cumulative distributions and net losses
(274,258,488
)
 
(334,217,946
)
Total stockholders’ equity
388,624,526

 
330,647,773

Total liabilities and stockholders’ equity
$
1,139,191,244

 
$
1,245,940,878



4




STEADFAST INCOME REIT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

 
Three Months Ended March 31,
 
2018
 
2017
Revenues:
 
 
 
Rental income
$
31,177,928

 
$
48,215,774

Tenant reimbursements and other
4,276,999

 
6,064,491

Total revenues
35,454,927

 
54,280,265

Expenses:
 
 
 
Operating, maintenance and management
9,419,638

 
14,076,201

Real estate taxes and insurance
5,863,322

 
9,812,747

Fees to affiliates
3,932,066

 
5,622,023

Depreciation and amortization
10,890,796

 
17,953,723

Interest expense
7,712,772

 
10,848,036

Loss on debt extinguishment
2,010,457

 

General and administrative expenses
1,951,497

 
1,612,410

Total expenses
41,780,548

 
59,925,140

Loss before other income (expense)
(6,325,621
)
 
(5,644,875
)
Other income (expense):
 
 
 
Equity in loss of unconsolidated joint venture
(1,641,405
)
 

Gain on sales of real estate, net
81,247,054

 

Total other income (loss)
79,605,649

 

Net income (loss)
$
73,280,028

 
$
(5,644,875
)
Income (loss) per common share — basic and diluted
$
0.97

 
$
(0.07
)
Weighted average number of common shares outstanding — basic
75,343,863

 
76,066,450

Weighted average number of common shares outstanding — diluted
75,355,738

 
76,066,450

Distributions declared per common share
$
0.177

 
$
0.177



5



Steadfast Income REIT, Inc.
Non-GAAP Measures - FFO and MFFO Reconciliation
For the Three Months Ended March 31, 2018 and 2017
Due to certain unique operating characteristics of real estate companies, as discussed below, NAREIT, an industry trade group, has promulgated a measure known as funds from operations, or FFO, which the Company believes to be an appropriate supplemental measure to reflect the operating performance of a real estate investment trust ("REIT"). The use of FFO is recommended by the REIT industry as a supplemental performance measure. FFO is not equivalent to the Company's net income or loss as determined under GAAP.
The Company defines FFO, a non-GAAP financial measure, consistent with the standards established by the White Paper on FFO approved by the Board of Governors of NAREIT, as revised in February 2004 (the "White Paper"). The White Paper defines FFO as net income or loss computed in accordance with GAAP, excluding gains or losses from sales of property and non-cash impairment charges of real estate related investments, plus real estate related depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. In particular, the Company believes it is appropriate to disregard impairment charges, as this is a fair value adjustment that is largely based on market fluctuations and assessments regarding general market conditions which can change over time. An asset will only be evaluated for impairment if certain impairment indications exist and if the carrying, or book value, exceeds the total estimated undiscounted future cash flows (including net rental and lease revenues, net proceeds on the sale of the property, and any other ancillary cash flows at a property or group level under GAAP) from such asset. Investors should note, however, that determinations of whether impairment charges have been incurred are based partly on anticipated operating performance, because estimated undiscounted future cash flows from a property, including estimated future net rental and lease revenues, net proceeds on the sale of the property, and certain other ancillary cash flows, are taken into account in determining whether an impairment charge has been incurred. While impairment charges are excluded from the calculation of FFO as described above, investors are cautioned that due to the fact that impairments are based on estimated future undiscounted cash flows and the relatively limited term of the Company's operations, it could be difficult to recover any impairment charges. The Company's FFO calculation complies with NAREIT’s policy described above.
The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time, especially if such assets are not adequately maintained or repaired and renovated as required by relevant circumstances and/or as requested or required by lessees for operational purposes in order to maintain the value disclosed. The Company believes that since real estate values historically rise and fall with market conditions, including inflation, interest rates, the business cycle, unemployment and consumer spending, presentations of operating results for a REIT using historical accounting for depreciation may be less informative. Historical accounting for real estate involves the use of GAAP. Any other method of accounting for real estate such as the fair value method cannot be construed to be any more accurate or relevant than the comparable methodologies of real estate valuation found in GAAP. Nevertheless, the Company believes that the use of FFO, which excludes the impact of real estate related depreciation and amortization, provides a more complete understanding of its performance to investors and to management, and when compared year over year, reflects the impact on its operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and interest costs, which may not be immediately apparent from net income. However, FFO, and modified funds from operations, or MFFO, as described below, should not be construed to be more relevant or accurate than the current GAAP methodology in calculating net income or in its applicability in evaluating the Company's operating performance. The method utilized to evaluate the value and performance of real estate under GAAP

6



should be construed as a more relevant measure of operational performance and considered more prominently than the non-GAAP FFO and MFFO measures and the adjustments to GAAP in calculating FFO and MFFO.
Changes in the accounting and reporting promulgations under GAAP (for acquisition fees and expenses from a capitalization/depreciation model to an expensed-as-incurred model) that were put into effect in 2009 and other changes to GAAP accounting for real estate subsequent to the establishment of NAREIT’s definition of FFO have prompted an increase in cash-settled expenses, specifically acquisition fees and expenses for all industries as items that are expensed under GAAP, that are typically accounted for as operating expenses. The Company's management believes these fees and expenses do not affect the Company's overall long-term operating performance. Publicly registered, non-listed REITs typically have a significant amount of acquisition activity and are substantially more dynamic during their initial years of investment and operation. While other start-up entities may also experience significant acquisition activity during their initial years, the Company believes that public, non-listed REITs, are unique in that they have a limited life with targeted exit strategies within a relatively limited time frame after acquisition activity ceases. The Company's board of directors will determine to pursue a liquidity event when it believes that the then-current market conditions are favorable. Thus, as a limited life REIT the Company will not continuously purchase assets and will have a limited life.
Due to the above factors and other unique features of publicly registered, non-listed REITs, the IPA, an industry trade group, has standardized a measure known as MFFO, which it has recommended as a supplemental measure for publicly registered non-listed REITs and which the Company believes to be another appropriate supplemental measure to reflect the operating performance of a public, non-listed REIT having the characteristics described above. MFFO is not equivalent to 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 the Company does not continue to operate with a limited life and targeted exit strategy, as currently intended. The Company believes that, because MFFO excludes costs that it considers more reflective of investing activities and other non-operating items included in FFO and also excludes acquisition fees and expenses that are not capitalized, as discussed below, and affects its operations only in periods in which properties are acquired, MFFO can provide, on a going forward basis, an indication of the sustainability (that is, the capacity to continue to be maintained) of its operating performance after the period in which it is acquiring properties and once its portfolio is in place. By providing MFFO, the Company believes it is presenting useful information that assists investors and analysts to better assess the sustainability of its operating performance after its offering has been completed and its properties have been acquired. The Company also believes that MFFO is a recognized measure of sustainable operating performance by the non-listed REIT industry. Further, the Company believes MFFO is useful in comparing the sustainability of its operating performance after its offering and acquisitions are completed with the sustainability of the operating performance of other real estate companies that are not as involved in acquisition activities. Investors are cautioned that MFFO should only be used to assess the sustainability of the Company's operating performance after its offering has been completed and properties have been acquired, as it excludes acquisition costs that have a negative effect on the Company's operating performance during the periods in which properties are acquired.
The Company defines MFFO, a non-GAAP financial measure, consistent with the IPA’s Guideline 2010-01, Supplemental Performance Measure for Publicly Registered, Non-Listed REITs: Modified Funds from Operations (the "Practice Guideline"), issued by the IPA in November 2010. The Practice Guideline defines MFFO as FFO further adjusted for the following items, as applicable, included in the determination of GAAP net income: acquisition fees and expenses; amounts relating to deferred rent receivables and amortization of above and below market leases and liabilities (which are adjusted in order to reflect such

7



payments from a GAAP accrual basis to a cash basis of disclosing the rent and lease payments); accretion of discounts and amortization of premiums on debt investments; mark-to-market adjustments included in net income; nonrecurring gains or losses included in net income from the extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such holdings is not a fundamental attribute of the business plan, unrealized gains or losses resulting from consolidation from, or deconsolidation to, equity accounting, and after adjustments for consolidated and unconsolidated partnerships and joint ventures, with such adjustments calculated to reflect MFFO on the same basis. The accretion of discounts and amortization of premiums on debt investments, nonrecurring unrealized gains and losses on hedges, foreign exchange, derivatives or securities holdings, unrealized gains and losses resulting from consolidations, as well as other listed cash flow adjustments are adjustments made to net income in calculating the cash flows provided by operating activities and, in some cases, reflect gains or losses which are unrealized and may not ultimately be realized. While the Company relies on its external advisor for managing interest rate, hedge and foreign exchange risk, the Company does not retain an outside consultant to review all of its hedging agreements. Inasmuch as interest rate hedges are not a fundamental part of the Company's operations, the Company believes it is appropriate to exclude such non-recurring gains and losses in calculating MFFO, as such gains and losses are not reflective of on-going operations.
The Company's MFFO calculation complies with the IPA’s Practice Guideline described above, except with respect to certain acquisition fees and expenses as discussed below. In calculating MFFO, the Company excludes acquisition related expenses that are not capitalized, amortization of above and below market leases, fair value adjustments of derivative financial instruments, deferred rent receivables and the adjustments of such items related to noncontrolling interests. Currently under GAAP, acquisition fees and expenses are characterized as operating expenses in determining operating net income. However, following the recent publication of ASU 2017-01, Business Combinations (Topic 805): Clarifying the definition of business (“ASU 2017-01”), acquisition fees and expenses are capitalized and depreciated under certain conditions. The Company elected to early adopt ASU 2017-01 and for any future acquisitions this would result in a substantial part of acquisition fees and expenses being capitalized and therefore not excluded from the calculation of MFFO but captured as depreciation in calculating FFO. These expenses are paid in cash by the Company. All paid and accrued acquisition fees and expenses will have negative effects on returns to investors, the potential for future distributions, and cash flows generated by the Company, unless earnings from operations or net sales proceeds from the disposition of other properties are generated to cover the purchase price of the property, these fees and expenses and other costs related to such property. In the event that operational earnings and cash flow are not available to fund its reimbursement of acquisition fees and expenses incurred by its advisor, such fees and expenses will need to be reimbursed to the advisor from other sources, including debt, net proceeds from the sale of properties, or from ancillary cash flows. The acquisition of properties, and the corresponding acquisition fees and expenses, is the key operational feature of the Company's business plan to generate operational income and cash flow to fund distributions to stockholders. Further, under GAAP, certain contemplated non-cash fair value and other non-cash adjustments are considered operating non-cash adjustments to net income in determining cash flow from operating activities. In addition, the Company views fair value adjustments of derivatives and gains and losses from dispositions of assets and loss on extinguishment of debt as non-recurring items or items which are unrealized and may not ultimately be realized, and which are not reflective of on-going operations and are therefore typically adjusted for when assessing operating performance.
The Company's management uses MFFO and the adjustments used to calculate MFFO in order to evaluate the Company's performance against other public, non-listed REITs which have limited lives with short and defined acquisition periods and targeted exit strategies shortly thereafter. As noted above, MFFO may not be a useful measure of the impact of long-term

8



operating performance on value if the Company does not continue to operate in this manner. The Company believes that its use of MFFO and the adjustments used to calculate MFFO allow the Company to present its performance in a manner that reflects certain characteristics that are unique to public, non-listed REITs, such as their limited life, limited and defined acquisition period and targeted exit strategy, and hence that the use of such measures is useful to investors. By excluding expensed acquisition costs that are not capitalized, the use of MFFO provides information consistent with the Company's management's analysis of the operating performance of the properties. Additionally, fair value adjustments, which are based on the impact of current market fluctuations and underlying assessments of general market conditions, but can also result from operational factors such as rental and occupancy rates, may not be directly related or attributable to the Company's current operating performance. By excluding such changes that may reflect anticipated and unrealized gains or losses, the Company believes MFFO provides useful supplemental information.
Presentation of this information is intended to provide useful information to investors as they compare the operating performance to that of other public, non-listed REITs, although it should be noted that not all public, non-listed REITs calculate FFO and MFFO the same way, so comparisons with other public, non-listed REITs may not be meaningful. Furthermore, FFO and MFFO are not necessarily indicative of cash flow available to fund cash needs and should not be considered as an alternative to net income (loss) or income (loss) from continuing operations as an indication of the Company's performance, as an alternative to cash flows from operations as an indication of the Company's liquidity, or indicative of funds available to fund the Company's cash needs, including the Company's ability to make distributions to stockholders. FFO and MFFO should be reviewed in conjunction with GAAP measurements as an indication of the Company's performance. MFFO is useful in assisting the Company's management and investors in assessing the sustainability of operating performance in future operating periods, and in particular, after the offering and acquisition stages are complete and net asset value is disclosed. MFFO is not a useful measure in evaluating net asset value because impairments are taken into account in determining net asset value but not in determining MFFO.
Neither the Securities and Exchange Commission (the "SEC"), NAREIT nor any other regulatory body has passed judgment on the acceptability of the adjustments that the Company uses to calculate FFO or MFFO. In the future, the SEC, NAREIT or another regulatory body may decide to standardize the allowable adjustments across the non-listed REIT industry and in response to such standardization the Company may have to adjust its calculation and characterization of FFO or MFFO accordingly.

9




The Company's calculation of FFO and MFFO is presented in the following table for the three months ended March 31, 2018 and 2017 (amounts unaudited):

 
For the Three Months Ended March 31,
Reconciliation of net income (loss) to MFFO:
 
2018
 
2017
Net income (loss)
 
$
73,280,028

 
$
(5,644,875
)
Depreciation of real estate assets
 
10,852,504

 
17,915,431

Amortization of lease-related costs
 
38,292

 
38,292

Gain on sales of real estate, net
 
(81,247,054
)
 

Adjustments for investment in unconsolidated joint venture(1)
 
2,004,365

 

FFO
 
4,928,135

 
12,308,848

Acquisition expenses(2)(3)
 
198,814

 

Unrealized (gain) loss on derivative instruments
 
(127,260
)
 
319,953

Loss on debt extinguishment
 
2,010,457

 

MFFO
 
$
7,010,146

 
$
12,628,801

________________
(1)
Reflects adjustments to add back our noncontrolling interest share of the adjustments to reconcile the Company's net income (loss) attributable to common stockholders to FFO and MFFO for the Company's equity investment in the unconsolidated joint venture, which principally consists of depreciation and amortization incurred by the joint venture.
(2)
By excluding acquisition expenses, management believes MFFO provides useful supplemental information that is comparable for each type of real estate investment and is consistent with management’s analysis of the investing and operating performance of the Company's properties. Acquisition expenses include payments to the Company's advisor or third parties. Historically, acquisition expenses under GAAP were considered operating expenses and as expenses included in the determination of net income (loss) and income (loss) from continuing operations, both of which are performance measures under GAAP. Following the recent publication of ASU 2017-01, acquisition expenses are capitalized and depreciated under certain conditions. We have elected to early adopt ASU 2017-01 resulting in a substantial part of our acquisition expenses being capitalized and therefore not excluded from the calculation of MFFO but are captured as depreciation in calculating FFO. All paid and accrued acquisition 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 expenses and other costs related to the property. In the event that proceeds from the Company's initial public offering are not available to fund the reimbursement of acquisition expenses incurred by the Company's advisor, such expenses will need to be reimbursed to the advisor from other sources, including debt, operational earnings or cash flow, net proceeds from the sale of properties, or from ancillary cash flows.
(3)
Acquisition expenses for the three months ended March 31, 2018, of $198,814 did not meet the criteria for capitalization under ASU 2017-01 and are recorded in general and administrative expenses in the accompanying condensed consolidated unaudited statements of operations.

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Steadfast Income REIT, Inc.
Non-GAAP Measures - Net Operating Income
For the Three Months Ended March 31, 2018 and 2017
Net Operating Income ("NOI") is a non-GAAP financial measure of performance. NOI is used by investors and the Company's management to evaluate and compare the performance of the Company's properties and to determine trends in earnings and to compute the fair value of the Company's properties as it is not affected by (1) the cost of funds of the Company, (2) acquisition costs of the Company, (3) non-operating fees paid to affiliates, (4) the impact of depreciation and amortization expenses as well as gains or losses from the sale of operating real estate assets that are included in net income computed in accordance with GAAP, or (5) general and administrative expenses and other gains and losses that are specific to the Company. The cost of funds is eliminated from net income because it is specific to the particular financing capabilities and constraints of the Company. The cost of funds is also eliminated because it is dependent on historical interest rates and other costs of capital as well as past decisions made by the Company regarding the appropriate mix of capital which may have changed or may change in the future. Acquisition costs and non-operating fees to affiliates are eliminated because they do not reflect continuing operating costs of the property owner. Depreciation and amortization expenses as well as gains or losses from the sale of operating real estate assets are eliminated because they may not accurately represent the actual change in value in the Company's multifamily properties that result from use of the properties or changes in market conditions. While certain aspects of real property do decline in value over time in a manner that is reasonably captured by depreciation and amortization, the value of the properties as a whole have historically increased or decreased as a result of changes in overall economic conditions instead of from actual use of the property or the passage of time. Gains and losses from the sale of real property vary from property to property and are affected by market conditions at the time of sale which will usually change from period to period. These gains and losses can create distortions when comparing one period to another or when comparing the Company's operating results to the operating results of other real estate companies that have not made similarly timed purchases or sales. The Company believes that eliminating these costs from net (loss) income is useful because the resulting measure captures the actual revenue generated and actual expenses incurred in operating its properties as well as trends in occupancy rates, rental rates and operating costs.
However, the usefulness of NOI is limited because it excludes general and administrative costs, interest expense, interest income and other expense, acquisition costs, certain fees paid to affiliates, depreciation and amortization expense and gains or losses from the sale of properties, and other gains and losses as stipulated by GAAP, the level of capital expenditures and leasing costs necessary to maintain the operating performance of the Company's properties, all of which are significant economic costs. NOI may fail to capture significant trends in these components of net income which further limits its usefulness.
NOI is a measure of the operating performance of the Company's properties but does not measure the Company's performance as a whole. NOI is therefore not a substitute for net (loss) income as computed in accordance with GAAP. This measure should be analyzed in conjunction with net (loss) income computed in accordance with GAAP. Other companies may use different methods for calculating NOI or similarly entitled measures and, accordingly, the Company's NOI may not be comparable to similarly entitled measures reported by other companies that do not define the measure exactly as the Company does.

11



The following is a reconciliation of the Company's NOI to net income (loss) for the three months ended March 31, 2018 and 2017 (amounts unaudited):

 
For the Three Months Ended March 31,

 
2018
 
2017
Net income (loss)
 
$
73,280,028

 
$
(5,644,875
)
Fees to affiliates(1)
 
2,584,261

 
3,581,155

Depreciation and amortization
 
10,890,796

 
17,953,723

Interest expense
 
7,712,772

 
10,848,036

Loss on debt extinguishment
 
2,010,457

 

General and administrative expenses
 
1,951,497

 
1,612,410

Gain on sales of real estate, net
 
(81,247,054
)
 

Adjustments for investment in unconsolidated joint venture(2)
 
2,317,177

 

Other gains(3)
 
(437,005
)
 
(74,143
)
NOI
 
$
19,062,929

 
$
28,276,306

________________
(1)
Fees to affiliates for the three months ended March 31, 2018 and 2017 excludes property management fees of $1,024,732 and $1,606,536 and other fees of $323,073 and $434,332, respectively, that are included in NOI.
(2)
Reflects adjustments to add back the Company's noncontrolling interest share of the adjustments to reconcile the Company's net income (loss) attributable to common stockholders to NOI for our equity investment in the unconsolidated joint venture, which principally consists of depreciation, amortization and interest expense incurred by the joint venture.
(3)
Other gains for the three months ended March 31, 2018 and 2017, include non-recurring insurance proceeds and interest income that are not included in NOI.



12



EXHIBIT A
logoa16.jpg
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Monthly Portfolio Snapshot
|
JANUARY 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property
 
Location
 
Total Units
 
Non-Revenue Units
 
Rentable Units
 
Average Occupied Units
 
Average % Occupied
 
% Leased
Multi-Family
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Clarion Park Apartments
 
Olathe, KS
 
220
 
1
 
219
 
195
 
88.8%
 
94.4%
Truman Farm Villas
 
Grandview, MO
 
200
 
1
 
199
 
198
 
98.9%
 
99.4%
EBT Lofts
 
Kansas City, MO
 
102
 
 
102
 
96
 
94.3%
 
97.0%
Spring Creek Apartments
 
Edmond, OK
 
252
 
2
 
250
 
235
 
93.2%
 
95.4%
Montclair Parc Apartment Homes
 
Oklahoma City, OK
 
360
 
1
 
359
 
339
 
94.1%
 
94.4%
Sonoma Grande Apartments
 
Tulsa, OK
 
336
 
1
 
335
 
310
 
92.3%
 
93.6%
Estancia Apartments
 
Tulsa, OK
 
294
 
1
 
293
 
270
 
91.8%
 
94.1%
Hilliard Park Apartments
 
Columbus, OH
 
201
 
1
 
200
 
185
 
92.2%
 
94.4%
Sycamore Terrace Apartments
 
Terre Haute, IN
 
250
 
1
 
249
 
232
 
92.8%
 
94.3%
Hilliard Summit Apartments
 
Columbus, OH
 
208
 
1
 
207
 
199
 
95.6%
 
97.6%
Forty 57 Apartments
 
Lexington, KY
 
436
 
1
 
435
 
411
 
94.2%
 
95.1%
Riverford Crossing Apartments
 
Frankfort, KY
 
300
 
1
 
299
 
281
 
93.7%
 
94.3%
Montecito Apartments
 
Austin, TX
 
268
 
2
 
266
 
242
 
90.4%
 
91.6%
Hilliard Grand Apartments
 
Dublin, OH
 
314
 
1
 
313
 
291
 
92.6%
 
94.2%
Library Lofts East
 
Kansas City, MO
 
118
 
 
118
 
103
 
87.3%
 
89.3%
Deep Deuce at Bricktown
 
Oklahoma City, OK
 
294
 
1
 
293
 
272
 
92.4%
 
93.4%
Retreat at Quail North
 
Oklahoma City, OK
 
240
 
1
 
239
 
222
 
92.6%
 
94.9%
Lodge at Trails Edge
 
Indianapolis, IN
 
268
 
1
 
267
 
253
 
94.3%
 
95.2%
Waterford on the Meadow
 
Plano, TX
 
350
 
 
350
 
329
 
94.0%
 
95.3%
Tapestry Park Apartments
 
Birmingham, AL
 
354
 
1
 
353
 
332
 
93.9%
 
95.9%
Dawntree Apartments
 
Carrolton, TX
 
400
 
 
400
 
368
 
92.1%
 
92.8%
Stuart Hall Lofts
 
Kansas City, MO
 
115
 
 
115
 
104
 
90.8%
 
92.7%
Bricegrove Park Apartments
 
Canal Winchester, OH
 
240
 
 
240
 
225
 
93.8%
 
95.7%
Retreat at Hamburg Place
 
Lexington, KY
 
150
 
1
 
149
 
138
 
91.7%
 
92.6%
Heights at 2121
 
Houston, TX
 
504
 
4
 
500
 
473
 
93.9%
 
95.3%
Villas at Huffmeister
 
Houston, TX
 
294
 
1
 
293
 
270
 
91.7%
 
94.2%
Villas at Kingwood
 
Kingwood, TX
 
330
 
1
 
329
 
317
 
96.0%
 
97.0%
Waterford Place at Riata Ranch
 
Cypress, TX
 
228
 
1
 
227
 
211
 
92.4%
 
94.2%
Carrington Place
 
Houston, TX
 
324
 
1
 
323
 
294
 
90.7%
 
91.2%
Carrington at Champion Forest
 
Houston, TX
 
284
 
1
 
283
 
269
 
94.8%
 
95.6%
Carrington Park at Huffmeister
 
Cypress, TX
 
232
 
1
 
231
 
218
 
94.1%
 
95.5%
Willow Crossing Apartments
 
Elk Grove Village, IL
 
579
 
2
 
577
 
517
 
89.3%
 
90.5%
Echo at Katy Ranch
 
Katy, TX
 
260
 
1
 
259
 
239
 
91.9%
 
94.4%
Heritage Grand at Sienna Plantation
 
Missouri City, TX
 
240
 
1
 
239
 
221
 
92.2%
 
94.3%
Mallard Crossing Apartments
 
Loveland, OH
 
350
 
1
 
349
 
333
 
95.2%
 
95.6%
Reserve at Creekside
 
Chattanooga, TN
 
192
 
1
 
191
 
179
 
93.1%
 
93.6%




Property
 
Location
 
Total Units
 
Non-Revenue Units
 
Rentable Units
 
Average Occupied Units
 
Average % Occupied
 
% Leased
Multi-Family (continued)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mapleshade Park
 
Dallas, TX
 
148
 
1
 
147
 
140
 
94.8%
 
96.1%
Oak Crossing Apartments
 
Fort Wayne, IN
 
222
 
1
 
221
 
213
 
96.0%
 
97.9%
Total
 
 
 
10,457
 
39
 
10,418
 
9,726
 
93.0%
 
94.5%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Units
 
Total Square Footage
 
Occupied Square Footage
 
% Occupied
 
 
 
 
Commercial
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Library Lofts Commercial
 
Kansas City, MO
 
2
 
16,680
 
16,680
 
100.0%
 
 
 
 
Stuart Hall Commercial
 
Kansas City, MO
 
1
 
4,450
 
4,450
 
100.0%
 
 
 
 
Total
 
 
 
3
 
21,130
 
21,130
 
100.0%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




logoa16.jpg
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Monthly Portfolio Snapshot
|
FEBRUARY 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property
 
Location
 
Total Units
 
Non-Revenue Units
 
Rentable Units
 
Average Occupied Units
 
Average % Occupied
 
% Leased
Multi-Family
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Clarion Park Apartments
 
Olathe, KS
 
220
 
1
 
219
 
199
 
90.3%
 
96.3%
Truman Farm Villas
 
Grandview, MO
 
200
 
1
 
199
 
199
 
99.5%
 
99.5%
EBT Lofts
 
Kansas City, MO
 
102
 
 
102
 
96
 
94.3%
 
96.6%
Spring Creek Apartments
 
Edmond, OK
 
252
 
1
 
251
 
237
 
93.9%
 
95.4%
Montclair Parc Apartment Homes
 
Oklahoma City, OK
 
360
 
1
 
359
 
331
 
92.0%
 
92.7%
Sonoma Grande Apartments
 
Tulsa, OK
 
336
 
1
 
335
 
312
 
92.7%
 
94.1%
Estancia Apartments
 
Tulsa, OK
 
294
 
1
 
293
 
265
 
90.1%
 
92.1%
Hilliard Park Apartments
 
Columbus, OH
 
201
 
1
 
200
 
187
 
92.8%
 
95.0%
Sycamore Terrace Apartments
 
Terre Haute, IN
 
250
 
1
 
249
 
235
 
94.1%
 
95.2%
Hilliard Summit Apartments
 
Columbus, OH
 
208
 
1
 
207
 
199
 
95.7%
 
97.6%
Forty 57 Apartments
 
Lexington, KY
 
436
 
1
 
435
 
405
 
92.8%
 
93.7%
Riverford Crossing Apartments
 
Frankfort, KY
 
300
 
1
 
299
 
282
 
93.9%
 
94.6%
Montecito Apartments
 
Austin, TX
 
268
 
2
 
266
 
244
 
91.2%
 
92.8%
Hilliard Grand Apartments
 
Dublin, OH
 
314
 
1
 
313
 
293
 
93.2%
 
94.9%
Library Lofts East
 
Kansas City, MO
 
118
 
 
118
 
104
 
88.3%
 
93.7%
Deep Deuce at Bricktown
 
Oklahoma City, OK
 
294
 
1
 
293
 
275
 
93.6%
 
94.1%
Retreat at Quail North
 
Oklahoma City, OK
 
240
 
1
 
239
 
224
 
93.5%
 
95.4%
Lodge at Trails Edge
 
Indianapolis, IN
 
268
 
1
 
267
 
252
 
94.1%
 
94.8%
Waterford on the Meadow
 
Plano, TX
 
350
 
 
350
 
332
 
94.8%
 
96.0%
Tapestry Park Apartments
 
Birmingham, AL
 
354
 
1
 
353
 
337
 
95.2%
 
96.6%
Dawntree Apartments
 
Carrolton, TX
 
400
 
 
400
 
378
 
94.6%
 
95.5%
Stuart Hall Lofts
 
Kansas City, MO
 
115
 
 
115
 
102
 
88.6%
 
93.4%
Bricegrove Park Apartments
 
Canal Winchester, OH
 
240
 
 
240
 
228
 
95.1%
 
96.7%
Retreat at Hamburg Place
 
Lexington, KY
 
150
 
2
 
148
 
139
 
92.6%
 
93.4%
Heights at 2121
 
Houston, TX
 
504
 
4
 
500
 
470
 
93.2%
 
94.4%
Villas at Huffmeister
 
Houston, TX
 
294
 
1
 
293
 
266
 
90.3%
 
92.8%
Villas at Kingwood
 
Kingwood, TX
 
330
 
1
 
329
 
313
 
94.8%
 
96.0%
Waterford Place at Riata Ranch
 
Cypress, TX
 
228
 
1
 
227
 
212
 
93.1%
 
95.1%
Carrington Place
 
Houston, TX
 
324
 
1
 
323
 
292
 
90.2%
 
91.1%
Carrington at Champion Forest
 
Houston, TX
 
284
 
1
 
283
 
265
 
93.2%
 
93.9%
Carrington Park at Huffmeister
 
Cypress, TX
 
232
 
1
 
231
 
217
 
93.4%
 
94.5%
Echo at Katy Ranch
 
Katy, TX
 
260
 
1
 
259
 
241
 
92.7%
 
94.0%
Heritage Grand at Sienna Plantation
 
Missouri City, TX
 
240
 
1
 
239
 
222
 
92.3%
 
94.1%
Mallard Crossing Apartments
 
Loveland, OH
 
350
 
1
 
349
 
332
 
94.9%
 
96.5%
Reserve at Creekside
 
Chattanooga, TN
 
192
 
1
 
191
 
181
 
94.2%
 
95.1%
Mapleshade Park
 
Dallas, TX
 
148
 
1
 
147
 
142
 
95.7%
 
96.8%
Oak Crossing Apartments
 
Fort Wayne, IN
 
222
 
1
 
221
 
213
 
96.0%
 
97.3%
  Total
 
 
 
9,878
 
36
 
9,842
 
9,219
 
93.3%
 
94.8%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




 
 
 
 
Total Units
 
Total Square Footage
 
Occupied Square Footage
 
% Occupied
 
 
 
 
Commercial
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Library Lofts Commercial
 
Kansas City, MO
 
2
 
16,680
 
16,680
 
100.0%
 
 
 
 
Stuart Hall Commercial
 
Kansas City, MO
 
1
 
4,450
 
4,450
 
100.0%
 
 
 
 
Total
 
 
 
3
 
21,130
 
21,130
 
100.0%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




logoa16.jpg
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Monthly Portfolio Snapshot
|
MARCH 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property
 
Location
 
Total Units
 
Non-Revenue Units
 
Rentable Units
 
Average Occupied Units
 
Average % Occupied
 
% Leased
Multi-Family
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Clarion Park Apartments
 
Olathe, KS
 
220
 
1
 
219
 
199
 
90.6%
 
97.1%
Truman Farm Villas
 
Grandview, MO
 
200
 
1
 
199
 
196
 
98.0%
 
99.4%
EBT Lofts
 
Kansas City, MO
 
102
 
 
102
 
98
 
96.1%
 
97.9%
Spring Creek Apartments
 
Edmond, OK
 
252
 
1
 
251
 
237
 
93.9%
 
95.6%
Montclair Parc Apartment Homes
 
Oklahoma City, OK
 
360
 
1
 
359
 
334
 
92.8%
 
93.5%
Sonoma Grande Apartments
 
Tulsa, OK
 
336
 
1
 
335
 
314
 
93.4%
 
94.5%
Estancia Apartments
 
Tulsa, OK
 
294
 
1
 
293
 
273
 
92.9%
 
95.6%
Hilliard Park Apartments
 
Columbus, OH
 
201
 
1
 
200
 
191
 
94.8%
 
97.4%
Sycamore Terrace Apartments
 
Terre Haute, IN
 
250
 
1
 
249
 
237
 
94.7%
 
96.1%
Hilliard Summit Apartments
 
Columbus, OH
 
208
 
1
 
207
 
201
 
96.7%
 
97.9%
Forty 57 Apartments
 
Lexington, KY
 
436
 
1
 
435
 
408
 
93.7%
 
95.6%
Riverford Crossing Apartments
 
Frankfort, KY
 
300
 
1
 
299
 
284
 
94.5%
 
95.5%
Montecito Apartments
 
Austin, TX
 
268
 
2
 
266
 
250
 
93.4%
 
94.1%
Hilliard Grand Apartments
 
Dublin, OH
 
314
 
1
 
313
 
297
 
94.5%
 
96.3%
Library Lofts East
 
Kansas City, MO
 
118
 
 
118
 
108
 
91.9%
 
95.2%
Deep Deuce at Bricktown
 
Oklahoma City, OK
 
294
 
1
 
293
 
274
 
93.3%
 
95.2%
Retreat at Quail North
 
Oklahoma City, OK
 
240
 
1
 
239
 
221
 
92.2%
 
93.4%
Lodge at Trails Edge
 
Indianapolis, IN
 
268
 
1
 
267
 
245
 
91.4%
 
93.4%
Waterford on the Meadow
 
Plano, TX
 
350
 
 
350
 
333
 
95.2%
 
96.7%
Tapestry Park Apartments
 
Birmingham, AL
 
354
 
1
 
353
 
335
 
94.6%
 
95.9%
Dawntree Apartments
 
Carrolton, TX
 
400
 
 
400
 
383
 
95.7%
 
96.8%
Stuart Hall Lofts
 
Kansas City, MO
 
115
 
 
115
 
107
 
93.3%
 
98.7%
Bricegrove Park Apartments
 
Canal Winchester, OH
 
240
 
 
240
 
231
 
96.4%
 
98.5%
Retreat at Hamburg Place
 
Lexington, KY
 
150
 
2
 
148
 
140
 
93.5%
 
95.1%
Heights at 2121
 
Houston, TX
 
504
 
4
 
500
 
472
 
93.6%
 
95.3%
Villas at Huffmeister
 
Houston, TX
 
294
 
1
 
293
 
268
 
91.1%
 
93.6%
Villas at Kingwood
 
Kingwood, TX
 
330
 
1
 
329
 
311
 
94.3%
 
95.7%
Waterford Place at Riata Ranch
 
Cypress, TX
 
228
 
1
 
227
 
215
 
94.2%
 
94.8%
Carrington Place
 
Houston, TX
 
324
 
1
 
323
 
295
 
90.9%
 
91.9%
Carrington at Champion Forest
 
Houston, TX
 
284
 
1
 
283
 
263
 
92.7%
 
94.3%
Carrington Park at Huffmeister
 
Cypress, TX
 
232
 
1
 
231
 
218
 
94.2%
 
95.7%
Echo at Katy Ranch
 
Katy, TX
 
260
 
1
 
259
 
240
 
92.4%
 
93.3%
Heritage Grand at Sienna Plantation
 
Missouri City, TX
 
240
 
1
 
239
 
227
 
94.4%
 
95.2%
Mallard Crossing Apartments
 
Loveland, OH
 
350
 
1
 
349
 
335
 
95.7%
 
97.3%
Reserve at Creekside
 
Chattanooga, TN
 
192
 
1
 
191
 
181
 
94.3%
 
95.9%
Mapleshade Park
 
Dallas, TX
 
148
 
1
 
147
 
140
 
94.4%
 
96.0%
Oak Crossing Apartments
 
Fort Wayne, IN
 
222
 
1
 
221
 
214
 
96.3%
 
98.2%
  Total
 
 
 
9,878
 
36
 
9,842
 
9,276
 
93.9%
 
95.6%




 
 
 
 
Total Units
 
Total Square Footage
 
Occupied Square Footage
 
% Occupied
 
 
 
 
Commercial
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Library Lofts Commercial
 
Kansas City, MO
 
2
 
16,680
 
16,680
 
100.0%
 
 
 
 
Stuart Hall Commercial
 
Kansas City, MO
 
1
 
4,450
 
4,450
 
100.0%
 
 
 
 
Total
 
 
 
3
 
21,130
 
21,130
 
100.0%
 
 
 
 




DEFINITIONS OF PORTFOLIO PERFORMANCE METRICS
Total Units:
Number of units per property at the end of the reporting period.
Non-Revenue Units:
Number of model units or other non-revenue administrative units at the end of the reporting period.
Rentable Units:
Total Units less Non-Revenue Units at the end of the reporting period.
Average Occupied Units:
Number of units occupied based on a weekly average during the reporting period.
Average Percent Occupied:
Percent of units occupied (Average Occupied Units divided by Total Units).
Percent Leased:
Percent of Total Units leased at the end of the reporting period (number of leased units divided by Total Units).
Total Square Footage:
Total square footage of commercial property at the end of the reporting period.
Occupied Square Footage:
Total square footage of commercial property occupied at the end of the reporting period.
Percent Occupied:
Percent of square footage occupied (Occupied Square Footage divided by Total Square Footage).