UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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 15, 2017
Steadfast Income REIT, Inc.
(Exact Name of Registrant as Specified in Charter)
Maryland | 000-54674 | 27-0351641 | ||
(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)) | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | ||||
Emerging growth company o | ||||
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. o | ||||
Item 2.01 | Completion of Acquisition or Disposition of Assets |
Contribution of the First Closing Properties
As previously disclosed, on November 10, 2017, Steadfast Income REIT, Inc. (the “Company”), BREIT Steadfast MF JV LP (the “Joint Venture”), BREIT Steadfast MF Parent LLC (“BREIT LP”) and BREIT Steadfast MF GP LLC (“BREIT GP,” and together with BREIT LP, “BREIT”), executed a Contribution Agreement (the “Contribution Agreement”) whereby the Company agreed to contribute a portfolio of 20 properties owned by the Company to the Joint Venture in exchange for a combination of cash and a 10% ownership interest in the Joint Venture. Each of BREIT LP and BREIT GP is a wholly-owned subsidiary of Blackstone Real Estate Income Trust, Inc. SIR LANDS Holdings, LLC, a newly formed wholly-owned subsidiary of the Company, will hold the Company’s 10% interest in the Joint Venture (“SIR LP”).
On November 15, 2017 (the “First Closing Date”), the Company, through the indirect wholly-owned subsidiaries of the Company listed in the table below (each a “Company Subsidiary”), contributed the properties listed in the table below (the “First Closing Properties”) to the corresponding indirect, wholly-owned subsidiary of the Joint Venture (each a “Joint Venture Subsidiary”). The Company received approximately $104,437,667 in net proceeds in the transaction (excluding transaction costs paid outside escrow).
Company Subsidiary | First Closing Property | Units | Metro | Joint Venture Subsidiary | ||||
SIR Ashley Oaks, LLC | Ashley Oaks | 462 | San Antonio | BREIT Steadfast MF Ashley Oaks TX LP | ||||
SIR Audubon Park, LLC | Audubon Park | 256 | Nashville | BREIT Steadfast MF Audubon TN LLC | ||||
SIR Belmont Apartments, LLC | Belmont | 260 | DFW | BREIT Steadfast MF Belmont TX LP | ||||
SIR Cantare, LLC | Cantare at ILV | 206 | Nashville | BREIT Steadfast MF Cantare TN LLC | ||||
SIR Cooper Creek, LLC | Cooper Creek | 123 | Louisville | BREIT Steadfast MF Cooper Creek KY LLC | ||||
SIR Grayson Ridge, LLC | Grayson Ridge | 240 | DFW | BREIT Steadfast MF Grayson TX LP | ||||
SIR Mansfield Landing, LLC | Landing at Mansfield | 336 | DFW | BREIT Steadfast MF Mansfield TX LP | ||||
SIR Steiner Ranch Apartments, LLC | Meritage at Steiner Ranch | 502 | Austin | BREIT Steadfast MF Steiner TX LP | ||||
SIR Montelena, LLC | Montelena | 232 | Austin | BREIT Steadfast MF Montelena TX LP | ||||
SIR Richland, LLC | Richland Falls | 276 | Nashville | BREIT Steadfast MF Richland TN LLC | ||||
SIR Rosemont, LLC | Rosemont at Olmos Park | 144 | San Antonio | BREIT Steadfast MF Rosemont TX LP | ||||
SIR Buda Ranch, LLC | Trails at Buda Ranch | 264 | Austin | BREIT Steadfast MF Buda TX LP | ||||
Steadfast Income Advisor, LLC (the “Advisor”) earned a disposition fee of $5,031,450 in connection with the contribution of the First Closing Properties.
The material terms of the Contribution Agreement described above are qualified in their entirety by the Contribution Agreement attached as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on November 13, 2017, and incorporated herein by reference.
1
In connection with the closing, on the First Closing Date, SIR LP and BREIT entered into an Amended and Restated Limited Partnership Agreements, which sets forth the rights and obligations of the parties to the Joint Venture. BREIT LP owns a 90% interest in the Joint Venture, SIR LP owns a 10% interest in the Joint Venture and BREIT GP serves as the general partner of the Joint Venture. The management of the Joint Venture is vested in BREIT GP, and SIR LP has limited consent rights and limited liquidity rights.
On the First Closing Date, the Joint Venture also entered into an Accounting and Administrative Agreement (the “Administrative Agreement”) with the Advisor pursuant to which the Advisor provides accounting and administrative services to the Joint Venture, the Joint Venture Subsidiaries and the First Closing Properties for a fee.
Property Management of the First Closing Properties
On the First Closing Date, each Joint Venture Subsidiary entered into a Property Management Agreement (each, a “Management Agreement”) with Steadfast Management Company, Inc. (“Steadfast Management”), an affiliate of the Advisor, pursuant to which Steadfast Management serves as the exclusive property manager and leasing agent of the First Closing Properties. Each Joint Venture Subsidiary pays Steadfast Management a monthly property management fee in an amount equal to 3% of the applicable First Closing Property’s gross collections at the property for such month.
2
Item 9.01 | Financial Statements and Exhibits. |
(b) Pro forma financial information.
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, 2016, which was filed with the SEC on March 16, 2017, and the Company’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2017, which was filed with the SEC on November 13, 2017.
The following unaudited pro forma balance sheet as of September 30, 2017, has been prepared to give effect to the sale of the First Closing Properties as described in Item 2.01 above (the “Transaction”), as if it had occurred on September 30, 2017.
The following unaudited pro forma statements of operations for the nine months ended September 30, 2017, and for the year ended December 31, 2016, have been prepared to give effect to the Transaction as if it had occurred on January 1, 2016.
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 Transaction been consummated on January 1, 2016.
Steadfast Income REIT, Inc. | ||
Unaudited Pro Forma Balance Sheet as of September 30, 2017 | ||
Unaudited Pro Forma Statement of Operations for the Nine Months Ended September 30, 2017 | ||
Unaudited Pro Forma Statement of Operations for the Year Ended December 31, 2016 | ||
Notes to Unaudited Pro Forma Financial Statements | ||
3
STEADFAST INCOME REIT, INC.
UNAUDITED PRO FORMA BALANCE SHEET
As of September 30, 2017
Steadfast Income REIT, Inc. Historical (a) | Pro Forma Adjustments (b) | Pro Forma Total | |||||||||
Assets: | |||||||||||
Real Estate: | |||||||||||
Land | $ | 165,755,794 | $ | (31,001,875 | ) | $ | 134,753,919 | ||||
Building and improvements | 1,464,687,861 | (307,622,729 | ) | 1,157,065,132 | |||||||
Other intangible assets | 2,644,263 | — | 2,644,263 | ||||||||
Total real estate held for investment, cost | 1,633,087,918 | (338,624,604 | ) | 1,294,463,314 | |||||||
Less accumulated depreciation and amortization | (273,194,833 | ) | 56,115,261 | (217,079,572 | ) | ||||||
Total real estate held for investment, net | 1,359,893,085 | (282,509,343 | ) | 1,077,383,742 | |||||||
Real estate held for sale, net | 26,154,376 | — | 26,154,376 | ||||||||
Total real estate, net | 1,386,047,461 | (282,509,343 | ) | 1,103,538,118 | |||||||
Investment in unconsolidated joint venture | — | 8,856,909 | (b.1) | 8,856,909 | |||||||
Cash and cash equivalents | 80,224,237 | 95,601,104 | (b.2) | 175,825,341 | |||||||
Restricted cash | 23,199,703 | (3,776,831 | ) | 19,422,872 | |||||||
Rents and other receivables | 2,798,047 | — | 2,798,047 | ||||||||
Assets related to real estate held for sale | 471,614 | — | 471,614 | ||||||||
Other assets | 2,963,558 | (14,514 | ) | 2,949,044 | |||||||
Total assets | $ | 1,495,704,620 | $ | (181,842,675 | ) | $ | 1,313,861,945 | ||||
Liabilities: | |||||||||||
Accounts payable and accrued liabilities | $ | 44,417,683 | $ | — | $ | 44,417,683 | |||||
Notes payable: | |||||||||||
Mortgage notes payable, net | 927,451,683 | (128,976,977 | ) | 798,474,706 | |||||||
Credit facility, net | 233,063,627 | (120,075,173 | ) | 112,988,454 | |||||||
Mortgage notes payable related to real estate held for sale | 23,193,000 | — | 23,193,000 | ||||||||
Total payable, net | 1,183,708,310 | (249,052,150 | ) | 934,656,160 | |||||||
Distributions payable | 4,458,334 | — | 4,458,334 | ||||||||
Due to affiliates | 2,062,132 | — | 2,062,132 | ||||||||
Liabilities related to real estate held for sale | 882,382 | — | 882,382 | ||||||||
Total liabilities | 1,235,528,841 | (249,052,150 | ) | 986,476,691 | |||||||
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, 75,667,481 shares issued and outstanding as of September 30, 2017 | 756,675 | — | 756,675 | ||||||||
Convertible stock, $0.01 par value per share; 1,000 shares issued and outstanding as of September 30, 2017 | 10 | — | 10 | ||||||||
Additional paid-in capital | 666,091,739 | — | 666,091,739 | ||||||||
Cumulative distributions and net losses | (406,672,645 | ) | 67,209,475 | (339,463,170 | ) | ||||||
Total stockholders’ equity | 260,175,779 | 67,209,475 | 327,385,254 | ||||||||
Total liabilities and stockholders’ equity | $ | 1,495,704,620 | $ | (181,842,675 | ) | $ | 1,313,861,945 | ||||
F-1
STEADFAST INCOME REIT, INC.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
For the Nine Months Ended September 30, 2017
Steadfast Income REIT, Inc. Historical (a) | Pro Forma Adjustments (b) | Pro Forma Total | |||||||||
Revenues: | |||||||||||
Rental income | $ | 146,047,621 | $ | (29,929,649 | ) | $ | 116,117,972 | ||||
Tenant reimbursements and other | 18,943,156 | (4,129,318 | ) | 14,813,838 | |||||||
Total revenues | 164,990,777 | (34,058,967 | ) | 130,931,810 | |||||||
Expenses: | |||||||||||
Operating, maintenance and management | 44,808,803 | (10,009,494 | ) | 34,799,309 | |||||||
Real estate taxes and insurance | 28,982,886 | (6,750,055 | ) | 22,232,831 | |||||||
Fees to affiliates | 16,972,905 | (3,427,516 | ) | 13,545,389 | |||||||
Depreciation and amortization | 53,852,540 | (11,325,173 | ) | 42,527,367 | |||||||
Interest expense | 33,763,957 | (5,942,365 | ) | (c) | 27,821,592 | ||||||
Loss on debt extinguishment | 401,674 | — | 401,674 | ||||||||
General and administrative expenses | 5,218,885 | (850,097 | ) | 4,368,788 | |||||||
Total expenses | 184,001,650 | (38,304,700 | ) | 145,696,950 | |||||||
Equity in earnings of unconsolidated joint venture | — | 57,884 | (d) | 57,884 | |||||||
Gain on sales of real estate | 5,382,847 | — | 5,382,847 | ||||||||
Net (loss) income | $ | (13,628,026 | ) | $ | 4,303,617 | $ | (9,324,409 | ) | |||
Net loss per common share — basic and diluted | $ | (0.18 | ) | $ | (0.12 | ) | |||||
Weighted average number of common shares outstanding — basic and diluted | 75,884,934 | 75,884,934 | |||||||||
F-2
STEADFAST INCOME REIT, INC.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
For the Year Ended December 31, 2016
Steadfast Income REIT, Inc. Historical (a) | Pro Forma Adjustments (b) | Pro Forma Total | |||||||||
Revenues: | |||||||||||
Rental income | $ | 192,088,348 | $ | (38,027,174 | ) | $ | 154,061,174 | ||||
Tenant reimbursements and other | 26,149,184 | (5,268,917 | ) | 20,880,267 | |||||||
Total revenues | 218,237,532 | (43,296,091 | ) | 174,941,441 | |||||||
Expenses: | |||||||||||
Operating, maintenance and management | 57,832,187 | (12,501,131 | ) | 45,331,056 | |||||||
Real estate taxes and insurance | 36,507,827 | (7,235,315 | ) | 29,272,512 | |||||||
Fees to affiliates | 25,440,718 | (5,399,280 | ) | 20,041,438 | |||||||
Depreciation and amortization | 69,513,484 | (14,110,243 | ) | 55,403,241 | |||||||
Interest expense | 40,551,427 | (6,411,937 | ) | (c) | 34,139,490 | ||||||
Loss on debt extinguishment | 4,932,369 | (1,021,830 | ) | 3,910,539 | |||||||
General and administrative expenses | 9,039,171 | (1,084,940 | ) | 7,954,231 | |||||||
Total expenses | 243,817,183 | (47,764,676 | ) | 196,052,507 | |||||||
Equity in losses of unconsolidated joint venture | — | (723,233 | ) | (d) | (723,233 | ) | |||||
Net (loss) income (e) | $ | (25,579,651 | ) | $ | 3,745,352 | $ | (21,834,299 | ) | |||
Net loss per common share — basic and diluted | $ | (0.34 | ) | $ | (0.29 | ) | |||||
Weighted average number of common shares outstanding — basic and diluted | 76,195,083 | 76,195,083 | |||||||||
F-3
STEADFAST INCOME REIT, INC.
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
1. Pro Forma Transaction
On November 15, 2017, Steadfast Income REIT, Inc. (the “Company”) completed the sale of Ashley Oaks Apartment Homes, Audubon Park Apartments, The Belmont, Cantare at Indian Lake Village, Cooper Creek Village Apartments, Grayson Ridge Apartment Homes, The Landing at Mansfield, Meritage at Steiner Ranch, Montelena Apartments, Richland Falls, Rosemont Olmos Park Apartments and Trails at Buda Ranch (the “First Closing Properties”) to BREIT Steadfast MF JV LP (the “Joint Venture”) for a contract sale price of $335,430,000, exclusive of closing costs and a 10% equity interest in the Joint Venture.
2. Basis of Presentation
The accompanying unaudited pro forma balance sheet as of September 30, 2017, has been prepared to give effect to the sale of the First Closing Properties described in Note 1, which occurred on November 15, 2017, as if such sale occurred on September 30, 2017.
The accompanying unaudited pro forma statements of operations for the nine months ended September 30, 2017, and for the year ended December 31, 2016 (the “Pro Forma Period”), have been prepared to give effect to the sale of the First Closing Properties described in Note 1, as if such sale occurred on January 1, 2016.
The accompanying unaudited pro forma financial statements have been prepared in accordance with Article 11 of Regulation S-X and do not include all of the information and note disclosures required by generally accepted accounting principles of the United States (“GAAP”). Pro forma financial information is intended to provide information about the continuing impact of a transaction by showing how a specific transaction or group of transactions might have affected historical financial statements. Pro forma financial information illustrates only the isolated and objectively measurable (based on historically determined amounts) effects of a particular transaction, and excludes effects based on judgmental estimates of how historical management practices and operating decisions may or may not have changed as a result of the transaction. Therefore, pro forma financial information does not include information about the possible or expected impact of current actions taken by management in response to the pro forma transaction, as if management’s actions were carried out in previous reporting periods.
This unaudited pro forma financial information is presented for informational purposes only and does not purport to be indicative of the Company’s financial results or financial position as if the transaction reflected herein had occurred, or been in effect during the Pro Forma Period. In addition, this unaudited pro forma financial information should not be viewed as indicative of the Company’s expected financial results for future periods.
3. Adjustments to Unaudited Pro Forma Balance Sheet as of September 30, 2017
(a) | Historical financial information as of September 30, 2017, derived from the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2017. |
(b) | Represents adjustments to the balance sheet of the Company as of September 30, 2017, to give effect to the sale of the First Closing Properties and related notes payable and the recognition of the 10% unconsolidated investment in Joint Venture as if the sale had occurred on September 30, 2017. |
(b.1) The investment in unconsolidated joint venture comprises the following:
September 30, 2017 | |||
10% of historical carrying value of the First Closing Properties | $ | 28,250,934 | |
10% of debt repayment | (24,905,215 | ) | |
Capitalized transaction costs | 5,511,190 | ||
Pro forma investment in unconsolidated joint venture | $ | 8,856,909 | |
F-4
(b.2) The pro forma adjustments assume the actual net proceeds received from the sale of the First Closing Properties on November 15, 2017, were received as of September 30, 2017, and were calculated as follows:
September 30, 2017 | |||
Net cash proceeds excluding transaction costs paid outside escrow | $ | 104,437,667 | |
Transaction costs and broker fees paid outside escrow | (3,805,113 | ) | |
Advisor disposition fee | (5,031,450 | ) | |
Pro forma net cash proceeds | $ | 95,601,104 | |
4. Adjustments to Unaudited Pro Forma Statement of Operations for the Nine Months Ended September 30, 2017
(a) | Historical financial information for the nine months ended September 30, 2017, derived from the Company’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2017. |
(b) | Represents adjustments to the statement of operations of the Company for the nine months ended September 30, 2017, to give effect to the sale of the First Closing Properties as if the sale had occurred on January 1, 2016. |
(c) | Includes a pro forma adjustment to write off unamortized debt premiums and fair value of interest rate cap agreements of $421,448 associated with the First Closing Properties as of September 30, 2017. |
(d) | Represents 10% equity in earnings of unconsolidated joint venture, which comprises the following: |
For the nine months ended September 30, 2017 | |||
10% of net losses of the properties’ historical operations | $ | (210,914 | ) |
10% of net increase in fees to affiliates | (39,034 | ) | |
10% of net decrease in depreciation and amortization | 346,321 | ||
10% of net increase in interest expense | (38,489 | ) | |
Pro forma equity in earnings of unconsolidated joint venture | $ | 57,884 | |
5. Adjustments to Unaudited Pro Forma Statement of Operations for the Year Ended December 31, 2016
(a) | Historical financial information for the year ended December 31, 2016, derived from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016. |
(b) | Represents adjustments to the statement of operations of the Company for the year ended December 31, 2016, to give effect to the sale of the First Closing Properties as if the sale had occurred on January 1, 2016. |
(c) | Includes a pro forma adjustment to write off unamortized debt premiums and fair value of interest rate cap agreements of $512,842 associated with the First Closing Properties as of December 31, 2016. |
(d) | Represents 10% equity in losses of unconsolidated joint venture, which comprises the following: |
For the year ended December 31, 2016 | |||
10% of net losses of the properties’ historical operations | $ | (123,073 | ) |
10% of net decrease in fees to affiliates | 34,969 | ||
10% of net increase in depreciation and amortization | (426,167 | ) | |
10% of net increase in interest expense | (208,962 | ) | |
Pro forma equity in losses of unconsolidated joint venture | $ | (723,233 | ) |
F-5
(e) The following material nonrecurring items are not reflected in the unaudited pro forma statement of operations for the year ended December 31, 2016 that otherwise would have been if the First Closing Properties were sold on January 1, 2016:
Loss on debt extinguishment:
For the year ended December 31, 2016 | |||
Write off of deferred financing costs of the sold First Closing Properties | $ | 2,011,766 | |
Pro forma loss on debt extinguishment | $ | 2,011,766 | |
Gain on sale of the First Closing Properties:
For the year ended December 31, 2016 | |||
Contract sales price | $ | 335,430,000 | |
90% of Historical carrying value of the First Closing Properties | (254,258,409 | ) | |
Advisor disposition fee | (5,031,450 | ) | |
Transfer taxes | (330,471 | ) | |
Pro forma gain on sale | $ | 75,809,670 | |
F-6
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 INCOME REIT, INC. | |||
Date: | November 21, 2017 | By: | /s/ Kevin J. Keating |
Kevin J. Keating | |||
Chief Financial Officer | |||
(Principal Financial Officer and Accounting Officer) | |||