Company Quick10K Filing
Quick10K
Steadfast Income REIT
10-Q 2019-06-30 Quarter: 2019-06-30
10-Q 2019-03-31 Quarter: 2019-03-31
10-K 2018-12-31 Annual: 2018-12-31
10-Q 2018-09-30 Quarter: 2018-09-30
10-Q 2018-06-30 Quarter: 2018-06-30
10-Q 2018-03-31 Quarter: 2018-03-31
10-K 2017-12-31 Annual: 2017-12-31
10-Q 2017-09-30 Quarter: 2017-09-30
10-Q 2017-06-30 Quarter: 2017-06-30
10-Q 2017-03-31 Quarter: 2017-03-31
10-K 2016-12-31 Annual: 2016-12-31
10-Q 2016-09-30 Quarter: 2016-09-30
10-Q 2016-06-30 Quarter: 2016-06-30
10-Q 2016-03-31 Quarter: 2016-03-31
10-K 2015-12-31 Annual: 2015-12-31
10-Q 2015-09-30 Quarter: 2015-09-30
10-Q 2015-06-30 Quarter: 2015-06-30
10-Q 2015-03-31 Quarter: 2015-03-31
10-K 2014-12-31 Annual: 2014-12-31
10-Q 2014-09-30 Quarter: 2014-09-30
10-Q 2014-06-30 Quarter: 2014-06-30
10-Q 2014-03-31 Quarter: 2014-03-31
10-K 2013-12-31 Annual: 2013-12-31
8-K 2019-09-27 Other Events, Exhibits
8-K 2019-09-26 Enter Agreement, Leave Agreement, Off-BS Arrangement, Other Events, Exhibits
8-K 2019-09-20 Enter Agreement, Leave Agreement, Off-BS Arrangement, Other Events, Exhibits
8-K 2019-08-20 Other Events
8-K 2019-08-15 Other Events, Exhibits
8-K 2019-08-07 Earnings, Other Events, Exhibits
8-K 2019-08-06 Regulation FD, Other Events, Regulation FD, Exhibits
8-K 2019-08-05 Enter Agreement, Leave Agreement, Regulation FD, Other Events, Exhibits
8-K 2019-08-05 Amend Bylaw, Exhibits
8-K 2019-05-08 Earnings, Other Events, Exhibits
8-K 2019-04-18 Regulation FD, Exhibits
8-K 2019-03-13 Earnings, Other Events, Exhibits
8-K 2019-01-02 Other Events, Exhibits
8-K 2018-11-07 Enter Agreement, Earnings, Other Events, Exhibits
8-K 2018-08-27 Other Events, Exhibits
8-K 2018-08-08 Earnings, Shareholder Vote, Other Events, Exhibits
8-K 2018-06-11 Enter Agreement, M&A, Off-BS Arrangement, Exhibits
8-K 2018-06-06 Enter Agreement, Leave Agreement, Off-BS Arrangement, Exhibits
8-K 2018-04-20 Other Events, Exhibits
8-K 2018-01-31 M&A, Exhibits
CHFN Charter Financial 374
SSWH Sansal Wellness Holdings 42
VYST VyStar 31
EVSI Envision Solar 26
NUMD Nu-Med Plus 25
QTMM Quantum Materials 17
CETY Clean Energy Technologies 17
LFER Life On Earth 6
ZNGY Zenergy Brands 0
ALPC Alpha Investment 0
SFR 2019-06-30
Part I - Financial Information
Item 1. Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
Part Ii-Other Information
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
EX-31.1 ex311-sir6302019.htm
EX-31.2 ex312-sir6302019.htm
EX-32.1 ex321-sir6302019.htm
EX-32.2 ex322-sir6302019.htm

Steadfast Income REIT Earnings 2019-06-30

SFR 10Q Quarterly Report

Balance SheetIncome StatementCash Flow

10-Q 1 sir630201910q.htm 10-Q Document

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
þ     
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the quarterly period ended June 30, 2019
OR
o     
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the transition period from                      to                     
Commission file number 000-54674
STEADFAST INCOME REIT, INC.
(Exact Name of Registrant as Specified in Its Charter)
Maryland
 
27-0351641
(State or Other Jurisdiction of
 
(I.R.S. Employer
Incorporation or Organization)
 
Identification No.)
 
 
 
18100 Von Karman Avenue, Suite 500
 
 
Irvine, California
 
92612
(Address of Principal Executive Offices)
 
(Zip Code)
(949) 852-0700
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act: None
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
N/A
N/A
N/A

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated filer o
Accelerated filer o
 
 
Non-Accelerated filer þ
Smaller reporting company o
 
 
Emerging growth company 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
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
As of August 6, 2019, there were 73,984,103 shares of the Registrant’s common stock issued and outstanding.
 



STEADFAST INCOME REIT, INC.
INDEX
 
Page
 
 


1


PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
STEADFAST INCOME REIT, INC.
CONSOLIDATED BALANCE SHEETS
 
June 30, 2019
 
December 31, 2018
 
(Unaudited)
 
 
ASSETS
Assets:
 
 
 
Real Estate:
 
 
 
Land
$
90,153,980

 
$
90,153,980

Building and improvements
799,967,673

 
795,383,423

Total real estate held for investment, cost
890,121,653

 
885,537,403

Less accumulated depreciation and amortization
(182,018,205
)
 
(165,112,070
)
Total real estate held for investment, net
708,103,448

 
720,425,333

Real estate held for sale, net

 
126,464,504

Total real estate, net
708,103,448

 
846,889,837

Cash and cash equivalents
124,685,084

 
142,078,166

Restricted cash
9,109,706

 
11,265,317

Investment in unconsolidated joint venture
13,869,450

 
14,085,399

Rents and other receivables
3,358,501

 
1,791,881

Assets related to real estate held for sale

 
848,960

Other assets
1,146,553

 
2,698,438

Total assets
$
860,272,742

 
$
1,019,657,998

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
 
 
 
Accounts payable and accrued liabilities
$
20,569,875

 
$
23,899,595

Notes payable:
 
 
 
Mortgage notes payable, net
480,842,343

 
566,900,461

Credit facility, net
9,926,410

 
52,363,460

Mortgage notes payable related to real estate held for sale, net

 
74,237,653

Total notes payable, net
490,768,753

 
693,501,574

Distributions payable
3,381,662

 
3,515,310

Due to affiliates
1,377,577

 
4,985,918

Liabilities related to real estate held for sale

 
2,994,267

Total liabilities
516,097,867

 
728,896,664

Commitments and contingencies (Note 11)

 

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, 74,206,848 and 74,650,139 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively
742,069

 
746,502

Convertible stock, $0.01 par value per share; 1,000 shares authorized, issued and outstanding as of June 30, 2019 and December 31, 2018, respectively
10

 
10

Additional paid-in capital
652,239,394

 
656,204,073

Cumulative distributions and net income
(308,806,598
)
 
(366,189,251
)
Total stockholders’ equity
344,174,875

 
290,761,334

Total liabilities and stockholders’ equity
$
860,272,742

 
$
1,019,657,998

See accompanying condensed notes to consolidated financial statements.

2


PART I — FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)




STEADFAST INCOME REIT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2019
 
2018
 
2019
 
2018
Revenues:
 
 
 
 
 
 
 
Rental income
$
27,152,676

 
$
33,041,905

 
$
58,091,517

 
$
67,578,207

Other income
1,179,907

 
1,015,103

 
2,251,858

 
1,933,727

Total revenues
28,332,583

 
34,057,008

 
60,343,375

 
69,511,934

Expenses:
 
 
 
 
 
 
 
Operating, maintenance and management
6,771,405

 
9,059,224

 
14,848,950

 
18,478,862

Real estate taxes and insurance
3,790,757

 
6,809,156

 
9,344,570

 
12,672,478

Fees to affiliates
3,428,581

 
3,809,224

 
7,149,211

 
7,741,290

Depreciation and amortization
8,458,798

 
11,311,894

 
17,440,777

 
22,202,690

Interest expense
6,542,401

 
8,017,417

 
14,461,190

 
15,911,669

Loss on debt extinguishment
2,019,546

 
271,790

 
2,834,378

 
2,282,246

General and administrative expenses
1,691,410

 
1,570,715

 
3,118,092

 
3,340,732

Total expenses
32,702,898

 
40,849,420

 
69,197,168

 
82,629,967

Loss before other income (expense)
(4,370,315
)
 
(6,792,412
)
 
(8,853,793
)
 
(13,118,033
)
Other income (expense):
 
 
 
 
 
 
 
Equity in loss from unconsolidated joint venture
(210,642
)
 
(1,173,099
)
 
(199,149
)
 
(2,814,504
)
Gain on sales of real estate, net
46,487,211

 

 
86,888,796

 
81,247,054

Total other income (expense)
46,276,569

 
(1,173,099
)
 
86,689,647

 
78,432,550

Net income (loss)
$
41,906,254


$
(7,965,511
)
 
$
77,835,854

 
$
65,314,517

Income (loss) per common share — basic and diluted
$
0.56

 
$
(0.11
)
 
$
1.05

 
$
0.87

Weighted average number of common shares outstanding — basic
74,269,454

 
75,212,006

 
74,380,395

 
75,277,570

Weighted average number of common shares outstanding — diluted
74,280,704

 
75,223,881

 
74,391,645

 
75,289,445

See accompanying condensed notes to consolidated financial statements.

3


PART I — FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)




STEADFAST INCOME REIT, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2019 (Unaudited)
 
Common Stock
 
Convertible Stock
 
Additional Paid-
In Capital
 
Cumulative
Distributions &
Net Income
 
Total Stockholders’
Equity
 
Shares
 
Amount
 
Shares
 
Amount
 
 
 
BALANCE, April 1, 2019
74,430,443

 
$
744,305

 
1,000

 
$
10

 
$
654,221,714

 
$
(340,446,308
)
 
$
314,519,721

Repurchase of common stock
(223,595
)
 
(2,236
)
 

 

 
(1,997,764
)
 

 
(2,000,000
)
Distributions declared

 

 

 

 

 
(10,266,544
)
 
(10,266,544
)
Amortization of stock-based compensation

 

 

 

 
15,444

 

 
15,444

Net income for the three months ended June 30, 2019

 

 

 

 

 
41,906,254

 
41,906,254

BALANCE, June 30, 2019
74,206,848

 
$
742,069

 
1,000

 
$
10

 
$
652,239,394

 
$
(308,806,598
)
 
$
344,174,875

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common Stock
 
Convertible Stock
 
Additional Paid-
In Capital
 
Cumulative
Distributions &
Net Income
 
Total Stockholders’
Equity
 
Shares
 
Amount
 
Shares
 
Amount
 
 
 
BALANCE, January 1, 2019
74,650,139

 
$
746,502

 
1,000

 
$
10

 
$
656,204,073

 
$
(366,189,251
)
 
$
290,761,334

Repurchase of common stock
(443,291
)
 
(4,433
)
 

 

 
(3,995,567
)
 

 
(4,000,000
)
Distributions declared

 

 

 

 

 
(20,453,201
)
 
(20,453,201
)
Amortization of stock-based compensation

 

 

 

 
30,888

 

 
30,888

Net income for the six months ended June 30, 2019

 

 

 

 

 
77,835,854

 
77,835,854

BALANCE, June 30, 2019
74,206,848

 
$
742,069

 
1,000

 
$
10

 
$
652,239,394

 
$
(308,806,598
)
 
$
344,174,875

See accompanying condensed notes to consolidated financial statements.









4


PART I — FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)





STEADFAST INCOME REIT, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2018 (Unaudited)

 
Common Stock
 
Convertible Stock
 
Additional Paid-
In Capital
 
Cumulative
Distributions &
Net Losses
 
Total Stockholders’
Equity
 
Shares
 
Amount
 
Shares
 
Amount
 
 
 
BALANCE, April 1, 2018
75,298,005

 
$
752,980

 
1,000

 
$
10

 
$
662,130,024

 
$
(274,258,488
)
 
$
388,624,526

Repurchase of common stock
(218,011
)
 
(2,180
)
 

 

 
(1,997,820
)
 

 
(2,000,000
)
Distributions declared

 

 

 

 

 
(86,819,112
)
 
(86,819,112
)
Amortization of stock-based compensation

 

 

 

 
17,295

 

 
17,295

Net income for the three months ended June 30, 2018

 

 

 

 

 
(7,965,511
)
 
(7,965,511
)
BALANCE, June 30, 2018
75,079,994

 
$
750,800

 
1,000

 
$
10

 
$
660,149,499

 
$
(369,043,111
)
 
$
291,857,198

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common Stock
 
Convertible Stock
 
Additional Paid-
In Capital
 
Cumulative
Distributions &
Net Losses
 
Total Stockholders’
Equity
 
Shares
 
Amount
 
Shares
 
Amount
 
 
 
BALANCE, January 1, 2018
75,479,409

 
$
754,794

 
1,000

 
$
10

 
$
664,110,915

 
$
(334,217,946
)
 
$
330,647,773

Repurchase of common stock
(399,415
)
 
(3,994
)
 

 

 
(3,996,006
)
 

 
(4,000,000
)
Distributions declared

 

 

 

 

 
(100,139,682
)
 
(100,139,682
)
Amortization of stock-based compensation

 

 

 

 
34,590

 

 
34,590

Net income for the six months ended June 30, 2018

 

 

 

 

 
65,314,517

 
65,314,517

BALANCE, June 30, 2018
75,079,994

 
$
750,800

 
1,000

 
$
10

 
$
660,149,499

 
$
(369,043,111
)
 
$
291,857,198



5


PART I — FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)




STEADFAST INCOME REIT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
Six Months Ended June 30,
 
2019
 
2018
Cash Flows from Operating Activities:
 
 
 
Net income
$
77,835,854

 
$
65,314,517

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
17,440,777

 
22,202,690

Amortization of deferred financing costs
599,287

 
536,980

Amortization of stock-based compensation
30,888

 
34,590

Amortization of loan premiums
(48,562
)
 
(174,140
)
Change in fair value of interest rate cap agreements
161,297

 
(85,307
)
Gain on sales of real estate
(86,888,796
)
 
(81,247,054
)
Loss on debt extinguishment
2,834,378

 
2,282,246

Insurance claim recoveries
(32,032
)
 

Loss on disposal of building and improvements
11,684

 

Equity in loss from unconsolidated joint venture
199,149

 
2,814,504

Changes in operating assets and liabilities:
 
 
 
Rents and other receivables
(1,778,750
)
 
192,988

Other assets
1,305,776

 
1,706,699

Accounts payable and accrued liabilities
(4,574,706
)
 
(4,033,829
)
Due to affiliates
(3,610,160
)
 
(369,005
)
Net cash provided by operating activities
3,486,084

 
9,175,879

Cash Flows from Investing Activities:
 
 
 
Cash contribution to unconsolidated joint venture
(292,600
)
 
(2,521,078
)
Cash distribution from unconsolidated joint venture
309,400

 
530,100

Acquisition of real estate investments

 
(67,886,062
)
Additions to real estate investments
(5,139,455
)
 
(3,955,226
)
Escrow deposits for pending real estate acquisitions

 
(2,600,000
)
Purchase of interest rate cap agreements
(47,000
)
 
(203,300
)
Proceeds from sales of real estate, net
211,746,529

 
178,277,349

Proceeds from insurance claims
244,162

 

Net cash provided by investing activities
206,821,036

 
101,641,783

Cash Flows from Financing Activities:
 
 
 
Proceeds from issuance of mortgage notes payable

 
94,482,000

Principal payments on mortgage notes payable
(160,999,357
)
 
(148,490,527
)
Principal payments on credit facility
(42,656,750
)
 
(38,410,500
)
Payment of deferred financing costs

 
(1,248,916
)
Payment of debt extinguishment costs
(2,461,817
)
 
(1,526,431
)
Distributions to common stockholders
(20,586,849
)
 
(100,944,127
)
Repurchases of common stock
(4,000,000
)
 
(4,000,000
)
Net cash used in financing activities
(230,704,773
)
 
(200,138,501
)
Net decrease in cash, cash equivalents and restricted cash
(20,397,653
)
 
(89,320,839
)
Cash, cash equivalents and restricted cash, beginning of period
154,192,443

 
205,096,008

Cash, cash equivalents and restricted cash, end of period
$
133,794,790

 
$
115,775,169


6


PART I — FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)




STEADFAST INCOME REIT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Unaudited)
 
Six Months Ended June 30,
 
2019
 
2018
Supplemental Disclosures of Cash Flow Information:
 
 
 
Interest paid
$
14,551,962

 
$
15,771,076

Supplemental Disclosure of Noncash Transactions:
 
 
 
Distributions payable
$
3,381,662

 
$
3,790,856

Assumption of mortgage notes payable to acquire real estate
$

 
$
65,000,000

Application of escrow deposits to acquire real estate
$

 
$
2,600,000

Mortgage notes payable assumed by buyer in connection with property sales
$

 
$
(67,140,194
)
Assets and liabilities deconsolidated in connection with the Second Closing Properties:
 
 
 
Real estate, net
$

 
$
(98,350,076
)
Notes payable, net
$

 
$
76,336,778

Restricted cash
$

 
$
(913,408
)
Accounts payable and accrued liabilities
$

 
$
674,912

Accounts payable and accrued liabilities from additions to real estate investments
$
382,620

 
$
30,459

Due to affiliates from additions to real estate investments
$
6,461

 
$
2,570

Repurchases payable
$
2,000,000

 
$
2,000,000

Operating lease right-of-use asset, net
$
139,603

 
$

Operating lease liabilities, net
$
125,891

 
$


See accompanying condensed notes to consolidated financial statements.

7


PART I — FINANCIAL INFORMATION (continued)
 
Item 1. Financial Statements (continued)

STEADFAST INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(unaudited)


1. Organization and Business
Steadfast Income REIT, Inc. (the “Company”) was formed on May 4, 2009, as a Maryland corporation that elected to be taxed as, and currently qualifies as, a real estate investment trust (“REIT”). On June 12, 2009, the Company was initially capitalized pursuant to the sale of 22,223 shares of common stock to Steadfast REIT Investments, LLC (the “Sponsor”) at a purchase price of $9.00 per share for an aggregate purchase price of $200,007. On July 10, 2009, Steadfast Income Advisor, LLC (the “Advisor”), a Delaware limited liability company formed on May 1, 2009, invested $1,000 in the Company in exchange for 1,000 shares of convertible stock (the “Convertible Stock”) as described in Note 7 (Stockholders’ Equity).
The Company owns a diverse portfolio of real estate investments, primarily in the multifamily sector, located throughout the United States. As of June 30, 2019, the Company owned 27 multifamily properties comprising a total of 7,527 apartment homes and a 10% interest in one unconsolidated joint venture that owned 20 multifamily properties with a total of 4,584 apartment homes. On March 13, 2019, the Company’s board of directors approved an estimated value per share of the Company’s common stock of $9.40 as of December 31, 2018.
Public Offering
On July 19, 2010, the Company commenced its initial public offering of up to a maximum of 150,000,000 shares of common stock for sale to the public at an initial price of $10.00 per share (with discounts available for certain categories of purchasers) (the “Primary Offering”). The Company also offered up to 15,789,474 shares of common stock for sale pursuant to the Company’s distribution reinvestment plan (the “DRP,” and together with the Primary Offering, the “Public Offering”) at an initial price of $9.50 per share.
The Company terminated its Public Offering on December 20, 2013. Following termination of the Public Offering, the Company continued to offer shares of common stock pursuant to the DRP until the Company’s board of directors suspended the DRP effective with distributions earned beginning on December 1, 2014. Through December 1, 2014, the Company sold 76,095,116 shares of common stock in the Public Offering for gross offering proceeds of $769,573,363, including 4,073,759 shares of common stock issued pursuant to the DRP for gross offering proceeds of $39,580,847.
The business of the Company is externally managed by the Advisor, pursuant to the Advisory Agreement by and among the Company, Steadfast Income REIT Operating Partnership, L.P., a Delaware limited partnership formed on July 6, 2009 (the “Operating Partnership”) and the Advisor (as amended, the “Advisory Agreement”), which is subject to annual renewal by the Company’s board of directors. The current term of the Advisory Agreement expires on November 15, 2019. Subject to certain restrictions and limitations, the Advisor manages the Company’s day-to-day operations, manages the Company’s portfolio of properties and real estate-related assets, sources and presents investment opportunities to the Company’s board of directors and provides investment management services on the Company’s behalf. Stira Capital Markets Group, LLC (formerly known as Steadfast Capital Markets Group, LLC) (the “Dealer Manager”), an affiliate of the Advisor, served as the dealer manager for the Public Offering. The Advisor, along with the Dealer Manager, also provides marketing, investor relations and other administrative services on the Company’s behalf.
Substantially all of the Company’s business is conducted through the Operating Partnership. The Company is the sole general partner of the Operating Partnership. The Company and Advisor entered into an Amended and Restated Limited Partnership Agreement of the Operating Partnership (the “Partnership Agreement”) on September 28, 2009. The Partnership Agreement provides that the Operating Partnership is operated in a manner that will enable the Company to (1) satisfy the requirements for being classified as a REIT for tax purposes, (2) avoid any federal income or excise tax liability and (3) ensure that the Operating Partnership will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the

8


PART I — FINANCIAL INFORMATION (continued)
 
Item 1. Financial Statements (continued)

STEADFAST INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(unaudited)

Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), which classification could result in the Operating Partnership being taxed as a corporation, rather than as a partnership. In addition to the administrative and operating costs and expenses incurred by the Operating Partnership in acquiring and operating real properties, the Operating Partnership will pay all of the Company’s administrative costs and expenses, and such expenses will be treated as expenses of the Operating Partnership.
2. Summary of Significant Accounting Policies
There have been no significant changes to the Company’s accounting policies since it filed its audited financial statements in its Annual Report on Form 10-K for the year ended December 31, 2018, other than Accounting Standards Update (“ASU”) 2016-02 and the Securities and Exchange Commission’s (“SEC”) Disclosure Update and Simplification rule (Release 33-10532), as further described below. For further information about the Company’s accounting policies, refer to the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2018, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 15, 2019.
Principles of Consolidation and Basis of Presentation
The consolidated financial statements include the accounts of the Company, the consolidated variable interest entity (“VIE”) that the Company controls and of which the Company is the primary beneficiary, and the Operating Partnership’s subsidiaries. All significant intercompany balances and transactions are eliminated in consolidation. The financial statements of the Company’s subsidiaries are prepared using accounting policies consistent with those of the Company. The Operating Partnership is a VIE as the limited partner lacks substantive kick-out rights and substantive participating rights. The Company is the primary beneficiary of, and consolidates, the Operating Partnership.
The accompanying unaudited consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information as contained within the Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) and the rules and regulations of the SEC, including the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the unaudited consolidated financial statements do not include all of the information and footnotes required by GAAP for audited financial statements. In the opinion of management, the financial statements for the unaudited interim periods presented include all adjustments that are of a normal and recurring nature and necessary for a fair and consistent presentation of the results of such periods. Operating results for the three and six months ended June 30, 2019, are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. The unaudited consolidated financial statements herein should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.
Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates.
Fair Value Measurements
Under GAAP, the Company is required to measure certain financial instruments at fair value on a recurring basis. In addition, the Company is required to measure other assets and liabilities at fair value on a non-recurring basis (e.g., carrying value of impaired real estate loans receivable and long-lived assets). Fair value is defined as the price that would be received

9


PART I — FINANCIAL INFORMATION (continued)
 
Item 1. Financial Statements (continued)

STEADFAST INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(unaudited)

upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The GAAP fair value framework uses a three-tiered approach. Fair value measurements are classified and disclosed in one of the following three categories:
Level 1: unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;
Level 2: quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and
Level 3: prices or valuation techniques where little or no market data is available that requires inputs that are both significant to the fair value measurement and unobservable.
When available, the Company utilizes quoted market prices from an independent third-party source to determine fair value and will classify such items in Level 1 or Level 2. In instances where the market is not active, regardless of the availability of a nonbinding quoted market price, observable inputs might not be relevant and could require the Company to make a significant adjustment to derive a fair value measurement. Additionally, in an inactive market, a market price quoted from an independent third party may rely more on models with inputs based on information available only to that independent third party. When the Company determines the market for a financial instrument owned by the Company to be illiquid or when market transactions for similar instruments do not appear orderly, the Company uses several valuation sources (including internal valuations, discounted cash flow analysis and quoted market prices) and will establish a fair value by assigning weights to the various valuation sources.
The following describes the valuation methodologies used by the Company to measure fair value, including an indication of the level in the fair value hierarchy in which each asset or liability is generally classified.
Interest rate cap agreements - The Company has entered into certain interest rate cap agreements. These derivatives are recorded at fair value. Fair value was based on a model-driven valuation using the associated variable rate curve and an implied market volatility, both of which were observable at commonly quoted intervals for the full term of the interest rate cap agreements. Therefore, the Company’s interest rate cap agreements were classified within Level 2 of the fair value hierarchy and are included in other assets in the accompanying consolidated balance sheets. Changes in the fair value of the interest rate cap agreements are recorded as interest expense in the accompanying unaudited consolidated statements of operations.
The following table reflects the Company’s assets required to be measured at fair value on a recurring basis on the consolidated balance sheets:
 
 
June 30, 2019
 
 
Fair Value Measurements Using
 
 
Level 1
 
Level 2
 
Level 3
Assets:
 
 
 
 
 
 
Interest rate cap agreements
 
$

 
$
3,381

 
$

 
 
 
 
 
 
 
 
 
December 31, 2018
 
 
Fair Value Measurements Using
 
 
Level 1
 
Level 2
 
Level 3
Assets:
 
 
 
 
 
 
Interest rate cap agreements
 
$

 
$
117,678

 
$


10


PART I — FINANCIAL INFORMATION (continued)
 
Item 1. Financial Statements (continued)

STEADFAST INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(unaudited)

Changes in assumptions or estimation methodologies can have a material effect on these estimated fair values. In this regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, may not be realized in an immediate settlement of the instrument.
Fair Value of Financial Instruments
The accompanying consolidated balance sheets include the following financial instruments: cash and cash equivalents, restricted cash, rents and other receivables, accounts payable and accrued liabilities, distributions payable, due to affiliates and notes payable.
The Company considers the carrying value of cash and cash equivalents, restricted cash, rents and other receivables, accounts payable and accrued liabilities and distributions payable to approximate the fair value of these financial instruments based on the short duration between origination of the instruments and their expected realization. The fair value of amounts due to affiliates is not determinable due to the related party nature of such amounts.
The fair value of the notes payable is estimated using a discounted cash flow analysis using borrowing rates available to the Company for debt instruments with similar terms and maturities. As of June 30, 2019 and December 31, 2018, the fair value of the notes payable was $491,773,336 and $681,095,544, respectively, compared to the carrying value of $490,768,753 and $693,501,574, respectively. The Company has determined that its notes payable are classified as Level 3 within the fair value hierarchy.
Restricted Cash
Restricted cash represents those cash accounts for which the use of funds is restricted by loan covenants. As of June 30, 2019 and December 31, 2018, the Company had a restricted cash balance of $9,109,706 and $11,265,317, respectively, which represents impounds for future property tax payments, property insurance payments and tenant improvement payments as required by agreements with the Company’s lenders as of June 30, 2019 and December 31, 2018, respectively.
The following table represents the components of the cash, cash equivalents and restricted cash presented on the accompanying consolidated statements of cash flows for the six months ended June 30, 2019 and 2018:
 
 
June 30,
 
 
2019
 
2018
Cash and cash equivalents
 
$
124,685,084

 
$
91,588,750

Restricted cash
 
9,109,706

 
24,186,419

Total cash, cash equivalents and restricted cash
 
$
133,794,790

 
$
115,775,169

The beginning of period cash, cash equivalents and restricted cash balance for the six months ended June 30, 2019, includes $142,078,166 of cash and cash equivalents, $11,265,317 of restricted cash and $848,960 of restricted cash related to real estate held for sale as of December 31, 2018, on the accompanying consolidated balance sheet. In conjunction with property sales during the six months ended June 30, 2019, $848,960 of restricted cash related to real estate held for sale was disposed of during the period.
Investments in Unconsolidated Joint Ventures
The Company accounts for investments in unconsolidated joint venture entities in which it may exercise significant influence over, but does not control, using the equity method of accounting. Under the equity method, the investment is initially recorded at cost and subsequently adjusted to reflect additional contributions or distributions and the Company’s proportionate share of equity in the joint venture’s earnings (loss). The Company recognizes its proportionate share of the ongoing income or loss of the unconsolidated joint venture as equity in earnings (loss) of unconsolidated joint venture on the consolidated statements of operations. On a quarterly basis, the Company evaluates its investment in an unconsolidated joint venture for

11


PART I — FINANCIAL INFORMATION (continued)
 
Item 1. Financial Statements (continued)

STEADFAST INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(unaudited)

other-than-temporary impairments. The Company has elected the cumulative earnings approach to classify cash receipts from the unconsolidated joint venture on the accompanying consolidated statements of cash flows. 
Distribution Policy
The Company has elected to be taxed as, and qualifies as, a REIT commencing with the taxable year ended December 31, 2010. To continue to qualify as a REIT, the Company intends to make distributions each taxable year equal to at least 90% of its REIT taxable income (which is determined without regard to the dividends paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP). Distributions declared during the three months ended June 30, 2019 and 2018 were based on daily record dates and calculated at a rate of $0.001519 and $0.001683 per share per day, respectively. Distributions were based on daily record dates and calculated at a rate of $0.001519 and $0.001964 per share per day during the six months ended June 30, 2019 and three months ended March 31, 2018, respectively. Each day during the six months ended June 30, 2019 and 2018, was a distribution record date.
Distributions to stockholders are determined by the board of directors of the Company and are dependent upon a number of factors relating to the Company, including funds available for the payment of distributions, financial condition, the timing of property acquisitions, capital expenditure requirements and annual distribution requirements in order for the Company to qualify as a REIT under the Internal Revenue Code. During the three and six months ended June 30, 2019, the Company declared aggregate distributions of $0.138 and $0.275 per common share, respectively. During the three and six months ended June 30, 2018, the Company declared aggregate distributions of $1.153 and $1.330 per common share, respectively, including a special distribution the Company’s board of directors declared in the amount $1.00 per share of common stock to stockholders of record as of the close of business on April 20, 2018.
Per Share Data
Basic earnings (loss) per share attributable to common stockholders for all periods presented are computed by dividing net income by the weighted average number of shares of the Company’s common stock outstanding during the period. Diluted earnings (loss) per share is computed based on the weighted average number of shares of the Company’s common stock and all potentially dilutive securities, if any. Distributions declared per common share assume each share was issued and outstanding each day during the period. Nonvested shares of the Company’s restricted common stock give rise to potentially dilutive shares of the Company’s common stock.
In accordance with FASB ASC Topic 260-10-45, Earnings Per Share, the Company uses the two-class method to calculate earnings (loss) per share. Basic earnings (loss) per share is calculated based on dividends declared and the rights of common shares and participating securities in any undistributed earnings, which represents net income (loss) remaining after deduction of dividends declared during the period. The undistributed earnings (loss) are allocated to all outstanding common shares based on the relative percentage of each class of shares. The Company does not have any participating securities outstanding other than the shares of common stock and the unvested restricted common stock during the periods presented. Earnings (loss) attributable to the unvested restricted common stock are deducted from earnings (loss) in the computation of per share amounts where applicable.
Reclassifications
Certain amounts in the Company’s prior period consolidated financial statements were reclassified to conform to
the current period presentation. These reclassifications did not change the results of operations of those prior periods. On January 1, 2019, the Company adopted ASU 2016-02, as further described below. As a result, all income earned pursuant to tenant leases is reflected as one line item, “Rental Income,” in the consolidated statements of operations. To facilitate comparability, the Company has reclassified prior period’s lease and non-lease income consistently with the current year.


12


PART I — FINANCIAL INFORMATION (continued)
 
Item 1. Financial Statements (continued)

STEADFAST INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(unaudited)

The table below provides a reconciliation of the prior period presentation of the income statement line items that were reclassified in our consolidated statements of operations to conform to the current period presentation, pursuant to the adoption of the new lease accounting standard and election of the single component practical expedient:

 
Three Months Ended June 30, 2018
 
Six Months Ended June 30, 2018
Rental income (presentation prior to January 1, 2019)
$
30,062,993

 
$
61,240,920

Tenant reimbursements(1) (presentation prior to January 1, 2019)
2,978,912

 
6,337,287

Rental income (presentation effective January 1, 2019)
$
33,041,905

 
$
67,578,207

_______________
(1)
Tenants reimbursements include reimbursements for recoverable costs.
Segment Disclosure
The Company has determined that it has one reportable segment with activities related to investing in multifamily properties. The Company’s investments in real estate are in different geographic regions, and management evaluates operating performance on an individual asset level. However, as each of the Company’s assets has similar economic characteristics, tenants and products and services, its assets have been aggregated into one reportable segment.
Recent Accounting Pronouncements
In February 2016, the FASB established ASC Topic 842 , Leases (“ASC 842”), by issuing ASU 2016-02, which requires lessees to recognize right-of-use assets and lease liabilities for operating leases on the balance sheet and disclose key information about leasing arrangements. ASC 842 also makes targeted changes to lessor accounting. ASC 842 was subsequently amended by ASU 2018-01, Land Easement Practical Expedient for Transition to Topic 842 (“ASU 2018-01”), ASU 2018-10, Codification Improvements to Topic 842 (“ASU 2018-10”), ASU 2018-11, Targeted Improvements (“ASU 2018-11”) and ASU 2018-20, Leases (Topic 842), Narrow-scope Improvements for Lessors (“ASU 2018-20”). ASC 842 requires a modified retrospective transition approach and was effective in the first quarter of 2019 and allowed for early adoption. The Company elected an optional transition method that allows entities to initially apply ASC 842 at the adoption date (January 1, 2019) and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company evaluated the impact of ASC 842 on its leases both as it relates to the Company acting as a lessee and as a lessor. Based on its evaluation, as it relates to the former, the Company elected to apply each of the practical expedients described in ASC 842-10-65-1(f) that allowed the Company, among other things, to not reassess lease classification conclusions or initial direct cost accounting as of December 31, 2018, therefore these leases continue to be accounted for as operating leases. The Company also elected the practical expedient described in ASC 842-20-25-2 not to apply the recognition requirements in ASC 842 to short-term leases and instead, to recognize lease payments in the consolidated statement of operations on a straight-line basis over the lease term. The Company did not experience a material impact on the recognition of leases in the consolidated financial statements because the quantity of leased equipment by the Company is limited and immaterial to the consolidated financial statements. Upon adoption, the Company recognized an initial operating lease right-of-use asset, net, of $94,742 and an operating lease liability, net, of $87,862.
As it relates to the Company as lessor, the Company did not experience a material impact on the recognition of leases in the consolidated financial statements because under ASC 842, lessors continue to account for leases using an approach that is substantially equivalent to historical guidance for sales-type leases, direct financing leases, and operating leases. The Company elected a practical expedient which allows lessors to not separate non-lease components from the lease component when the timing and pattern of transfer for the lease components and non-lease components are the same and if the lease component is classified as an operating lease. As a result, on January 1, 2019, the Company began presenting all rentals and reimbursements from tenants as a single line item rental income within the consolidated statements of operations. As of January 1, 2019, the Company implemented changes to its business processes and controls related to accounting for and the presentation and

13


PART I — FINANCIAL INFORMATION (continued)
 
Item 1. Financial Statements (continued)

STEADFAST INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(unaudited)

disclosure of leases, including the reclassification of tenant reimbursements, previously disclosed as part of tenant reimbursements and other, to rental income, in the consolidated statements of operations.
Under ASC 842, beginning on January 1, 2019, changes in the probability of collecting tenant rental income could result in direct adjustments of rental income and tenant receivables. The Company did not experience a material impact on its rental income and tenant receivables as of the adoption date.
The Company’s rental income consists of fixed rental payments from tenants under operating leases and is recognized on a straight-line basis over the respective operating lease terms. The Company recognizes minimum rent, including rental abatements, concessions and contractual fixed increases attributable to operating leases, on a straight-line basis over the term of the non-cancelable term of the related lease. The Company’s rental income that relates to variable lease payments consists of tenant reimbursements and includes reimbursements for recoverable costs, which are recognized as revenue in the period during which the applicable expenses are incurred and the tenant’s obligation to reimburse the Company arises. 

The Company recognized $27,152,676 and $58,091,517 of rental income related to operating lease payments of which $2,497,111 and $5,308,623 was for variable lease payments for the three and six months ended June 30, 2019, respectively.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (“ASU 2016-13”). ASU 2016-13 requires more timely recording of credit losses on loans and other financial instruments that are not accounted for at fair value through net income (loss), including loans held for investment, held-to-maturity debt securities, trade and other receivables, net investment in leases and other such commitments. ASU 2016-13 requires that financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The amendments in ASU 2016-13 require the Company to measure all expected credit losses based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the financial assets and eliminates the “incurred loss” methodology in current GAAP. In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses (“ASU 2018-19”), which clarifies that operating lease receivables accounted for under ASC 842 Leases, are not in the scope of the new credit losses guidance. The effective date and transition requirements for this guidance are the same as for ASU 2016-13. ASU 2016-13 is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements and related disclosures and does not expect a material impact on its consolidated financial statements and related disclosures from its adoption.
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The FASB issued ASU 2018-13 to improve the effectiveness of fair value measurement disclosures by adding, eliminating, and modifying certain disclosure requirements. The issuance of ASU 2018-13 is part of a disclosure framework project. The disclosure framework project’s objective and primary focus are to improve the effectiveness of disclosures in the notes to financial statements by facilitating clear communication of the information required by GAAP that is most important to users of each entity’s financial statements. Achieving the objective of improving the effectiveness of the notes to financial statements includes: (1) the development of a framework that promotes consistent decisions by the FASB board about disclosure requirements and (2) the appropriate exercise of discretion by reporting entities. The amendments in ASU 2018-13 modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, based on the concepts in FASB Concepts Statement, Conceptual Framework for Financial Reporting—Chapter 8: Notes to Financial Statements, including the consideration of costs and benefit. ASU 2018-13 removed certain disclosure requirements under Topic 820 such as the disclosure requirements of the valuation process for level 3 fair value measurements and modified and added certain of the disclosure requirements in Topic 820. ASU 2018-13 requires prospective and retrospective application depending on the amendment and is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2018-13 will have on its consolidated financial statements and related disclosures and believes

14


PART I — FINANCIAL INFORMATION (continued)
 
Item 1. Financial Statements (continued)

STEADFAST INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(unaudited)

that certain disclosures of interest rate cap agreements in its consolidated financial statements may be impacted by the adoption of ASU 2018-13.
The SEC’s Disclosure Update and Simplification rule (Release 33-10532) amends the interim financial statement requirements to require a reconciliation of changes in stockholder’ equity in the notes or as a separate statement. This analysis should reconcile the beginning balance to the ending balance of each caption in stockholders’ equity for each period for which an income statement is required to be filed and comply with the remaining content requirements of Rule 3-04 of Regulation S-X. As a result, registrants will have to provide the reconciliation for both the year-to-date and quarterly periods and comparable periods in Form 10-Q but only for the year-to-date periods in registration statements. The rule does not prescribe the format of the presentation as long as the appropriate periods are provided. Per a Compliance and Disclosure Interpretation (Q 105.09, Exchange Act Forms, 10-Q), “The amendments are effective for all filings made on or after November 5, 2018. In light of the timing of effectiveness of the amendments and proximity of effectiveness to the filing date for most filers’ quarterly reports, the staff would not object if the filer’s first presentation of the changes in the shareholders’ equity is included in its Form 10-Q for the quarter that begins after the effective date of the amendments.” This allows the Company to adopt the amendment for the Company’s first quarter 2019 filing. The Company has adopted this guidance in the six months ended June 30, 2019 by presenting a reconciliation of changes in stockholders’ equity for the current and prior period as a separate statement.
3. Real Estate
As of June 30, 2019, the Company owned 27 multifamily properties encompassing in the aggregate 7,527 residential apartment homes. The total purchase price of the Company’s real estate portfolio was $863,186,219. As of June 30, 2019 and December 31, 2018, the Company’s portfolio was approximately 95.1% and 94.3% occupied and the average monthly rent was $1,110 and $1,068, respectively.
As of June 30, 2019 and December 31, 2018, accumulated depreciation and amortization related to the Company’s consolidated real estate properties and related intangibles were as follows:
 
 
June 30, 2019
 
 
Assets
 
 
Land
 
Building and Improvements
 
Total Real Estate Held for Investment
 
Real Estate Held for Sale
Investments in real estate
 
$
90,153,980

 
$
799,967,673

 
$
890,121,653

 
$

Less: Accumulated depreciation and amortization
 

 
(182,018,205
)
 
(182,018,205
)
 

Net investments in real estate and related lease intangibles
 
$
90,153,980

 
$
617,949,468

 
$
708,103,448

 
$

 
 
December 31, 2018
 
 
Assets
 
 
Land
 
Building and Improvements
 
 
Total Real Estate Held for Investment
 
Real Estate Held for Sale
Investments in real estate
 
$
90,153,980

 
$
795,383,423

 
 
$
885,537,403

 
$
165,346,251

Less: Accumulated depreciation and amortization
 

 
(165,112,070
)
 
 
(165,112,070
)
 
(38,881,747
)
Net investments in real estate and related lease intangibles
 
$
90,153,980

 
$
630,271,353

 
 
$
720,425,333

 
$
126,464,504

Total depreciation and amortization expenses were $8,458,798 and $17,440,777 for the three and six months ended June 30, 2019, and $11,311,894 and $22,202,690 for the three and six months ended June 30, 2018, respectively.

15


PART I — FINANCIAL INFORMATION (continued)
 
Item 1. Financial Statements (continued)

STEADFAST INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(unaudited)

Depreciation of the Company’s buildings and improvements was $8,457,713 and $17,425,950 for the three and six months ended June 30, 2019, and $10,989,153 and $21,841,657 for the three and six months ended June 30, 2018, respectively.
Amortization of the Company’s other intangible assets was $0 and $12,764 for the three and six months ended June 30, 2019, and $38,292 and $76,584 for the three and six months ended June 30, 2018, respectively.
Operating Leases
As of June 30, 2019, the Company’s real estate portfolio comprised 7,527 residential apartment homes and was 96.9% leased by a diverse group of residents. For each of the three and six months ended June 30, 2019 and 2018, the Company’s real estate portfolio earned in excess of 99% and less than 1% of its rental income from residential tenants and commercial office tenants, respectively. The residential tenant lease terms consist of lease durations equal to 12 months or less.
Some residential leases contain provisions to extend the lease agreements, options for early termination after paying a specified penalty and other terms and conditions as negotiated. The Company retains substantially all of the risks and benefits of ownership of the real estate assets leased to tenants. Generally, upon the execution of a lease, the Company requires security deposits from tenants in the form of a cash deposit. Amounts required as security deposits vary depending upon the terms of the respective leases and the creditworthiness of the tenant, but generally are not significant amounts. Therefore, exposure to credit risk exists to the extent that a receivable from a tenant exceeds the amount of its security deposit. Security deposits received in cash related to tenant leases are included in accounts payable and accrued liabilities in the accompanying consolidated balance sheets and totaled $2,242,812 and $2,868,600 as of June 30, 2019 and December 31, 2018, respectively. As of June 30, 2019 and December 31, 2018, no tenant represented over 10% of the Company’s annualized base rent.
Joint Venture Arrangement with Blackstone Real Estate Income Trust, Inc.
On November 10, 2017, 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 (the “Transaction”). BREIT LP owns a 90% interest in the Joint Venture and BREIT GP serves as the general partner of 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 wholly-owned subsidiary of the Company, holds the Company’s 10% interest in the Joint Venture.
The 20 properties contributed by the Company to the Joint Venture consist of properties located in Austin, Dallas and San Antonio, Texas, Nashville, Tennessee and Louisville, Kentucky (the “LANDS Portfolio”). On November 15, 2017 (the “First Closing Date”), the Company, through certain indirect wholly-owned subsidiaries, contributed 12 apartment communities (the “First Closing Properties”) to indirect, wholly-owned subsidiaries of the Joint Venture. On January 31, 2018 (the “Second Closing Date”), the Company, through certain indirect wholly-owned subsidiaries, contributed eight apartment communities (the “Second Closing Properties”) to indirect, wholly-owned subsidiaries of the Joint Venture. For additional information on the Transaction, see Note 4 (Investment in Unconsolidated Joint Venture).
The aggregate purchase price of the First Closing Properties was $318,576,792, exclusive of closing costs. On the First Closing Date, the Company sold a 90% interest in the First Closing Properties for $335,430,000, resulting in a gain of $76,135,530, which includes reductions to the net book value of the properties due to historical depreciation and amortization expense. The aggregate purchase price of the Second Closing Properties was $117,240,032, exclusive of closing costs. On the Second Closing Date, the Company sold a 90% interest in the Second Closing Properties for $125,370,000, resulting in a gain of $38,523,427, which includes reductions to the net book value of the properties due to historical depreciation and amortization expense. The purchaser of the First Closing Properties and Second Closing Properties was the Joint Venture.

16


PART I — FINANCIAL INFORMATION (continued)
 
Item 1. Financial Statements (continued)

STEADFAST INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(unaudited)

2019 Property Dispositions
Dawntree Apartments
On August 15, 2013, the Company, through an indirect wholly-owned subsidiary, acquired Dawntree Apartments, a multifamily property located in Carrollton, Texas, containing 400 apartment homes. The purchase price of Dawntree Apartments was $24,000,000, exclusive of closing costs. On March 8, 2019, the Company sold Dawntree Apartments for $46,200,000, resulting in a gain of $24,141,403, which includes reductions to the net book value of the property due to historical depreciation and amortization expense. The purchaser of Dawntree Apartments was not affiliated with the Company or the Advisor.
In connection with the disposition of Dawntree Apartments, the Company, through an indirect wholly-owned subsidiary, entered into an agreement to defease the remaining outstanding principal balance of $14,201,657 under the note payable. As a result of this agreement, the Company made a $903,564 defeasance payment (excluding expenses), the collateral was released, and the Company was released from all primary debtor obligations associated with the note payable. The Company recognized a $811,084 loss associated with the defeasance, which is included in loss on debt extinguishment on the consolidated statement of income.
Estancia Apartments
On June 29, 2012, the Company, through a wholly-owned subsidiary of the Operating Partnership, acquired Estancia Apartments, a multifamily property located in Tulsa, Oklahoma, containing 294 apartment homes. The purchase price of Estancia Apartments was $27,900,000, exclusive of closing costs. On March 22, 2019, the Company sold Estancia Apartments for $30,683,000, resulting in a gain of $6,892,244, which includes reductions to the net book value of the property due to historical depreciation and amortization expense. The purchaser of Estancia Apartments was not affiliated with the Company or the Advisor.
Sonoma Grande Apartments
On May 24, 2012, the Company, through a wholly-owned subsidiary of the Operating Partnership, acquired Sonoma Grande Apartments, a multifamily property located in Tulsa, Oklahoma, containing 336 apartment homes. The purchase price of Sonoma Grande Apartments was $32,200,000, exclusive of closing costs. On March 22, 2019, the Company sold Sonoma Grande Apartments for $35,067,000, resulting in a gain of $9,367,938, which includes reductions to the net book value of the property due to historical depreciation and amortization expense. The purchaser of Sonoma Grande Apartments was not affiliated with the Company or the Advisor.
EBT Lofts, Library Lofts East and Stuart Hall Lofts
On December 30, 2011, February 28, 2013 and August 27, 2013, the Company, through wholly-owned subsidiaries of the Operating Partnership, acquired EBT Lofts, Library Lofts East and Stuart Hall Lofts, respectively, multifamily properties located in Kansas City, Missouri, collectively containing 335 apartment homes. The combined purchase price of EBT Lofts, Library Lofts East and Stuart Hall Lofts was $38,175,000, exclusive of closing costs. On April 26, 2019, the Company sold EBT Lofts, Library Lofts East and Stuart Hall Lofts for $50,685,000, resulting in a gain of $19,120,514, which includes reductions to the net book value of the properties due to historical depreciation and amortization expense. The purchaser of EBT Lofts, Library Lofts East and Stuart Hall Lofts was not affiliated with the Company or the Advisor.
In connection with the disposition of Library Lofts East, the Company, through an indirect wholly-owned subsidiary, entered into an agreement to defease the remaining outstanding principal balance of $8,120,272 under the note payable. As a result of this agreement, the Company made a $95,417 defeasance payment (excluding expenses), the collateral was released, and the Company was released from all primary debtor obligations associated with the note payable. The Company recognized a

17


PART I — FINANCIAL INFORMATION (continued)
 
Item 1. Financial Statements (continued)

STEADFAST INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(unaudited)

$160,080 loss associated with the defeasance, which is included in loss on debt extinguishment on the consolidated statement of income.
Waterford on the Meadow
On July 3, 2013, the Company, through a wholly-owned subsidiary of the Operating Partnership, acquired Waterford on the Meadow, a multifamily property located in Plano, Texas, containing 350 apartment homes. The purchase price of Waterford on the Meadow was $23,100,000, exclusive of closing costs. On May 14, 2019, the Company sold Waterford on the Meadow for $42,000,000, resulting in a gain of $20,315,545, which includes reductions to the net book value of the property due to historical depreciation and amortization expense. The purchaser of Waterford on the Meadow was not affiliated with the Company or the Advisor.
In connection with the disposition of Waterford on the Meadow, the Company, through an indirect wholly-owned subsidiary, entered into an agreement to defease the remaining outstanding principal balance of $12,484,478 under the note payable. As a result of this agreement, the Company made a $449,231 defeasance payment (excluding expenses), the collateral was released, and the Company was released from all primary debtor obligations associated with the note payable. The Company recognized a $517,294 loss associated with the defeasance, which is included in loss on debt extinguishment on the consolidated statement of income.
Truman Farm Villas
On December 22, 2011, the Company, through a wholly-owned subsidiary of the Operating Partnership, acquired Truman Farm Villas, a multifamily property located in Grandview, Missouri, containing 200 apartment homes. The purchase price of Truman Farm Villas was $9,100,000, exclusive of closing costs. On May 15, 2019, the Company sold Truman Farm Villas for $14,650,000, resulting in a gain of $7,051,452, which includes reductions to the net book value of the property due to historical depreciation and amortization expense. The purchaser of Truman Farm Villas was not affiliated with the Company or the Advisor.

18


PART I — FINANCIAL INFORMATION (continued)
 
Item 1. Financial Statements (continued)

STEADFAST INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(unaudited)

The results of operations for the three and six months ended June 30, 2019 and 2018, through the date of sale for all properties disposed of through June 30, 2019, including the properties contributed to the Joint Venture on the Second Closing Date, were included in continuing operations on the Company’s consolidated statements of operations and are as follows:
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2019
 
2018
 
2019
 
2018
Revenues:
 
 
 
 
 
 
 
Rental income
$
1,023,417

 
$
9,589,845

 
$
6,436,219

 
$
22,099,273

Tenant reimbursements and other
5,175

 
232,350

 
193,397

 
381,986

Total revenues
1,028,592

 
9,822,195

 
6,629,616

 
22,481,259

Expenses:
 
 
 
 
 
 
 
Operating, maintenance and management
574,144

 
3,044,633

 
2,573,007

 
6,851,154

Real estate taxes and insurance
(315,328
)
 
1,777,210

 
462,657

 
3,644,857

Fees to affiliates
59,866

 
363,346

 
299,464

 
838,432

Depreciation and amortization

 
2,970,065

 
531,447

 
6,203,946

Interest expense
211,448

 
1,827,904

 
954,160

 
4,320,468

Loss on debt extinguishment
981,701

 
825

 
1,796,532

 
2,011,282

General and administrative expenses
12,604

 
69,259

 
38,587

 
143,261

Total expenses
$
1,524,435

 
$
10,053,242

 
$
6,655,854

 
$
24,013,400

4.
Investment in Unconsolidated Joint Venture
On November 10, 2017, the Company, the Joint Venture, BREIT LP and BREIT GP executed the Contribution Agreement whereby the Company agreed to contribute the LANDS Portfolio to the Joint Venture in exchange for a combination of cash and a 10% ownership interest in the Joint Venture. BREIT LP owns a 90% interest in the Joint Venture and BREIT GP serves as the general partner of 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 wholly-owned subsidiary of the Operating Partnership, holds the Company’s 10% interest in the Joint Venture.
The Company exercises significant influence, but does not control the Joint Venture. Accordingly, as of the First Closing Date and Second Closing Date, the Company deconsolidated the First Closing Properties and Second Closing Properties and has accounted for its investment in the Joint Venture under the equity method of accounting. Income, losses, contributions and distributions are generally allocated based on the members’ respective equity interests.
As of June 30, 2019 and December 31, 2018, the book value of the Company’s investment in the Joint Venture was $13,869,450 and $14,085,399, respectively, which includes $7,640,166 and $7,640,166 of outside basis difference. The outside basis difference represents the Company’s transaction costs related to entering into the Joint Venture. During the three and six months ended June 30, 2019 and 2018, $60,294 and $120,588, and $216,042 and $474,298, respectively, of amortization of this basis difference was included in equity in losses from unconsolidated joint venture on the accompanying consolidated statements of operations. During the three and six months ended June 30, 2019 and 2018, the Company received distributions of $109,400 and $309,400 and $263,500 and $530,100, respectively, related to its investment in the Joint Venture.

19


PART I — FINANCIAL INFORMATION (continued)
 
Item 1. Financial Statements (continued)

STEADFAST INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(unaudited)

Unaudited financial information for the Joint Venture as of June 30, 2019 and December 31, 2018, and for the three and six months ended June 30, 2019, is summarized below:
 
 
June 30, 2019
 
December 31, 2018
Assets:
 
 
 
 
Real estate assets, net
 
$
492,595,078

 
$
493,776,142

Other assets
 
20,827,496

 
24,091,229

Total assets
 
$
513,422,574

 
$
517,867,371

Liabilities and equity:
 
 
 
 
Notes payable, net
 
$
340,447,375

 
$
340,840,505

Other liabilities
 
18,403,624

 
21,501,680

Company’s capital
 
15,457,152

 
15,552,513

Other partner’s capital
 
139,114,423

 
139,972,673

Total liabilities and equity
 
$
513,422,574

 
$
517,867,371

 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2019
 
2018
 
2019
 
2018
Revenues
$
15,789,247

 
$
15,542,460

 
$
32,453,829

 
$
29,212,188

Expenses
17,292,724

 
25,113,025

 
33,239,439

 
52,614,244

Net loss
$
(1,503,477
)
 
$
(9,570,565
)
 
$
(785,610
)
 
$
(23,402,056
)
 
 
 
 
 
 
 
 
Company’s proportional net loss
$
(150,348
)
 
$
(957,057
)
 
$
(78,561
)
 
$
(2,340,206
)
Amortization of outside basis
(60,294
)
 
(216,042
)
 
(120,588
)
 
(474,298
)
Equity in losses of unconsolidated joint venture
$
(210,642
)
 
$
(1,173,099
)
 
$
(199,149
)
 
$
(2,814,504
)
5. Other Assets
As of June 30, 2019 and December 31, 2018, other assets consisted of:
 
June 30,
2019
 
December 31,
2018
Prepaid expenses
$
480,461

 
$
1,866,024

Interest rate cap agreements (Note 11)
3,381

 
117,678

Deposits
523,108

 
714,736

Operating lease right-of-use assets, net
139,603

 

Other assets
$
1,146,553

 
$
2,698,438


20


PART I — FINANCIAL INFORMATION (continued)
 
Item 1. Financial Statements (continued)

STEADFAST INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(unaudited)

Amortization of the Company’s operating lease right-of-use assets for the three and six months ended June 30, 2019 were $1,085 and $2,063, respectively. Amortization of the Company’s operating lease right-of-use assets for the three and six months ended June 30, 2018 were $0 and $0, respectively.
6. Debt
Mortgage Notes Payable
The following is a summary of mortgage notes payable secured by real property as of June 30, 2019 and December 31, 2018:
 
 
June 30, 2019
 
 
 
 
 
 
Interest Rate Range
 
Weighted Average Interest Rate
 
 
Type
 
Number of Instruments
 
Maturity Date Range
 
Minimum
 
Maximum
 
 
Principal Outstanding
Mortgage notes payable - fixed
 
14

 
1/1/2020 - 10/1/2056
 
3.19
%
 
4.63
%
 
3.90
%
 
$
280,421,166

Mortgage notes payable - variable(1)
 
6

 
7/1/2023 - 11/1/2027
 
1-Mo LIBOR + 1.77%

 
1-Mo LIBOR + 2.38%

 
4.51
%
 
203,349,767

Total mortgage notes payable, gross
 
20

 
 
 
 
 
 
 
4.16
%
 
483,770,933

Premium, net(2)
 
 
 
 
 
 
 
 
 
 
 

Deferred financing costs, net(3)
 
 
 
 
 
 
 
 
 
 
 
(2,928,590
)
Total mortgage notes payable, net
 
 
 
 
 
 
 
 
 
 
 
$
480,842,343

 
 
December 31, 2018
 
 
 
 
 
 
Interest Rate Range
 
Weighted Average Interest Rate
 
 
Type
 
Number of Instruments
 
Maturity Date Range
 
Minimum
 
Maximum
 
 
Principal Outstanding
Mortgage notes payable - fixed
 
20

 
5/1/2019 - 10/1/2056
 
3.19
%
 
5.48
%
 
3.95
%
 
$
361,723,899

Mortgage notes payable - variable(1)
 
10

 
7/1/2023 - 11/1/2027
 
1-Mo LIBOR + 1.77%

 
1-Mo LIBOR + 2.38%

 
4.69
%
 
283,046,390

Total mortgage notes payable, gross
 
30

 
 
 
 
 
 
 
4.27
%
 
644,770,289

Premium, net(2)
 
 
 
 
 
 
 
 
 
 
 
302,530

Deferred financing costs, net(3)
 
 
 
 
 
 
 
 
 
 
 
(3,934,705
)
Total mortgage notes payable, net
 
 
 
 
 
 
 
 
 
 
 
$
641,138,114

_____________________________

21


PART I — FINANCIAL INFORMATION (continued)
 
Item 1. Financial Statements (continued)

STEADFAST INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(unaudited)

(1)
See Note 11 (Derivative Financial Instruments) for a discussion of the interest rate cap agreements used to manage the exposure to interest rate movement on the Company’s variable rate loans.
(2)
Accumulated amortization related to debt premiums as of June 30, 2019 and December 31, 2018 was $0 and $960,519, respectively.
(3)
Accumulated amortization related to deferred financing costs as of June 30, 2019 and December 31, 2018 was $2,114,194 and $2,929,134, respectively.
Credit Facility
On July 29, 2016, nine wholly-owned subsidiaries of the Company entered into a credit agreement and a multifamily note with PNC Bank, National Association (“PNC Bank”) (as amended, the credit agreement, multifamily note, loan and security agreements, mortgages and guaranty are collectively referred to herein as the “Loan Documents”) that provide for a new credit facility (the “Credit Facility”) in an amount not to exceed $350,000,000 to refinance certain of the Company’s then existing mortgage loans. The Credit Facility has a maturity date of August 1, 2021, subject to extension, as further described in the credit agreement. Advances made under the Credit Facility are secured by the subsidiaries’ properties (the “Collateral Pool Property”), pursuant to a mortgage deed of trust with the Company’s subsidiaries party to the Credit Facility in favor of PNC Bank.
The Credit Facility accrues interest at the one-month London Inter-bank Offered Rate plus (1) the servicing spread of 0.05% and (2) the net spread, based on the debt service coverage ratio, of between 1.73% and 1.93%, as further described in the credit agreement. Interest only payments on the Credit Facility are payable monthly in arrears and are due and payable on the first day of each month. The entire outstanding principal balance and any accrued and unpaid interest on the Credit Facility are due on the maturity date. The Company’s subsidiaries may voluntarily prepay all or a portion of the amounts advanced under the Loan Documents. Notwithstanding the foregoing, in the event a Collateral Pool Property is released or the credit agreement is terminated, a termination fee is due and payable by the Company’s subsidiaries (as applicable). In certain instances of a breach of the credit agreement, the Company guarantees to PNC Bank the full and prompt payment and performance when due of all amounts for which the Company’s nine wholly-owned subsidiaries are personally liable under the Loan Documents, in addition to all costs and expenses incurred by PNC Bank in enforcing such guaranty. Between November 15, 2017 and May 31, 2018, seven of the Collateral Pool Properties were either disposed of or refinanced, with the advances made to each of the seven Collateral Pool Properties being repaid in full.
As of June 30, 2019 and December 31, 2018, the advances remaining outstanding under the Credit Facility are summarized in the following table:
 
 
Amount of Advance as of
Collateralized Property(1)
 
June 30, 2019
 
December 31, 2018
Carrington Place
 
$
5,229,244

 
$
27,535,500

Carrington at Champion Forest
 
4,770,756

 
25,121,250

 
 
10,000,000

 
52,656,750

Deferred financing costs, net on Credit Facility(2)
 
(73,590
)
 
(293,290
)
Credit Facility, net
 
$
9,926,410

 
$
52,363,460

___________

22


PART I — FINANCIAL INFORMATION (continued)
 
Item 1. Financial Statements (continued)

STEADFAST INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(unaudited)

(1)
Each property is pledged as collateral for repayment of all amounts advanced under the Credit Facility.
(2)
Accumulated amortization related to deferred financing costs for the Credit Facility as of June 30, 2019 and December 31, 2018, was $513,949 and $294,250, respectively.
Maturity and Interest
The following is a summary of the Company’s aggregate maturities as of June 30, 2019:
 
 
 
 
Remainder of 2019
 
Maturities During the Years Ending December 31,
 
 
Contractual Obligation
 
Total
 
 
2020
 
2021
 
2022
 
2023
 
Thereafter
Principal payments on outstanding debt obligations(1)
 
$
493,770,933

 
$
2,299,670

 
$
17,649,343

 
$
15,555,211

 
$
30,426,146

 
$
153,218,901

 
$
274,621,662

__________________
(1)
Scheduled principal payments on outstanding debt obligations are based on the terms of the notes payable agreements. Amounts exclude the amortization of the deferred financing costs associated with the notes payable.
The Company’s notes payable contain customary financial and non-financial debt covenants. As of June 30, 2019 and December 31, 2018, the Company was in compliance with all financial and non-financial debt covenants.
For the three and six months ended June 30, 2019, the Company incurred interest expense of $6,542,401 and $14,461,190, respectively. Interest expense for the three and six months ended June 30, 2019, includes amortization of deferred financing costs of $191,172 and $599,287, amortization of loan premiums of $4,204 and $48,562 and net unrealized loss from the change in fair value of interest rate cap agreements of $61,418 and $161,297, respectively.
For the three and six months ended June 30, 2018, the Company incurred interest expense of $8,017,417 and $15,911,669, respectively. Interest expense for the three and six months ended June 30, 2018 includes amortization of deferred financing costs of $256,743 and $536,980, amortization of loan premiums of $48,326 and $174,140 and net unrealized loss (gain) from the change in fair value of interest rate cap agreements of $41,953 and $(85,307), respectively.
Interest expense of $1,717,530 and $2,520,324 was payable as of June 30, 2019 and December 31, 2018, respectively, and is included in accounts payable and accrued liabilities in the accompanying consolidated balance sheets.
7. Stockholders’ Equity
General
Under the Company’s Third Articles of Amendment and Restatement (the “Charter”), the total number of shares of capital stock authorized for issuance is 1,100,000,000 shares, consisting of 999,999,000 shares of common stock with a par value of $0.01 per share, 1,000 shares of convertible stock with a par value of $0.01 per share and 100,000,000 shares designated as preferred stock with a par value of $0.01 per share.

23


PART I — FINANCIAL INFORMATION (continued)
 
Item 1. Financial Statements (continued)

STEADFAST INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(unaudited)

Common Stock
The shares of the Company’s common stock entitle the holders to one vote per share on all matters upon which stockholders are entitled to vote, to receive dividends and other distributions as authorized by the Company’s board of directors in accordance with the Maryland General Corporation Law and to all rights of a stockholder pursuant to the Maryland General Corporation Law. The common stock has no preferences or preemptive, conversion or exchange rights.
During 2009, the Company issued 22,223 shares of common stock to the Sponsor for $200,007. From inception to June 30, 2019, the Company had issued 76,732,395 shares of common stock in a private offering and the Public Offering for aggregate offering proceeds of $679,572,220, net of offering costs of $95,845,468, including 4,073,759 shares of common stock pursuant to the DRP, for total offering proceeds of $39,580,847. Offering costs primarily consisted of selling commissions and dealer manager fees. The Company terminated its Public Offering on December 20, 2013, but continued to offer shares pursuant to the DRP through November 30, 2014.
The issuance and vesting activity for the six months ended June 30, 2019, and for the year ended December 31, 2018, for the restricted stock issued to the Company’s independent directors were as follows:
 
 
For the Six Months Ended June 30, 2019
 
For the Year Ended
December 31, 2018
 
 
 
Nonvested shares at the beginning of the period
 
11,250

 
11,875

Granted shares
 

 
7,500

Vested shares
 

 
(8,125
)
Nonvested shares at the end of the period
 
11,250

 
11,250

The weighted average fair value of restricted stock issued to the Company’s independent directors for the six months ended June 30, 2019 and for the year ended December 31, 2018 is as follows:
Grant Year
 
Weighted Average Fair Value
2018
 
$
9.84

2019
 
n/a

The shares of restricted common stock vest and become non-forfeitable in four equal annual installments beginning on the date of grant and ending on the third anniversary of the date of grant and will become fully vested and become non-forfeitable on the earlier to occur of (1) the termination of the independent director’s service as a director due to death or disability or (2) a change in control of the Company and as otherwise provided in the Incentive Award Plan, (as defined below).
Included in general and administrative expenses is $15,444 and $30,888 for the three and six months ended June 30, 2019, and $17,295 and $34,590 for the three and six months ended June 30, 2018, respectively, for compensation expense related to the issuance of restricted common stock. The weighted average remaining term of the restricted common stock is 1.11 years as of June 30, 2019. As of June 30, 2019, the compensation expense related to the issuance of the restricted common stock not vested was $65,083.

24


PART I — FINANCIAL INFORMATION (continued)
 
Item 1. Financial Statements (continued)

STEADFAST INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(unaudited)

Convertible Stock
During 2009, the Company issued 1,000 shares of Convertible Stock to the Advisor for $1,000. The Convertible Stock will convert into shares of the Company’s common stock if and when: (A) the Company has made total distributions on the then outstanding shares of common stock equal to the original issue price of those shares plus an 8.0% cumulative, non-compounded, annual return on the original issue price of those shares, (B) subject to specified conditions, the Company lists the common stock for trading on a national securities exchange or (C) the Advisory Agreement is terminated or not renewed by the Company (other than for “cause” as defined in the Advisory Agreement). A “listing” will also be deemed to have occurred on the effective date of any merger of the Company in which the consideration received by the holders of the Company’s common stock is the securities of another issuer that are listed on a national securities exchange. Upon conversion, each share of Convertible Stock will convert into a number of shares of common stock equal to 1/1000 of the quotient of (A) 10% of the amount, if any, by which (1) the Company’s “enterprise value” (as defined in the Charter) plus the aggregate value of distributions paid to date on the outstanding shares of common stock exceeds (2) the aggregate purchase price paid by the stockholders for those shares plus an 8.0% cumulative, non-compounded, annual return on the original issue price of those shares, divided by (B) the Company’s enterprise value divided by the number of outstanding shares of common stock, in each case calculated as of the date of the conversion. In the event of a termination or non-renewal of the Advisory Agreement by the Company for cause, the Convertible Stock will be redeemed by the Company for $1.00.
Preferred Stock
The Charter also provides the Company’s board of directors with the authority to issue one or more classes or series of preferred stock, and prior to the issuance of such shares of preferred stock, the board of directors shall have the power from time to time to classify or reclassify, in one or more series, any unissued shares and designate the preferences, rights and privileges of such shares of preferred stock. The Company’s board of directors is authorized to amend the Charter, without the approval of the stockholders, to increase the aggregate number of authorized shares of capital stock or the number of shares of any class or series that the Company has authority to issue. As of June 30, 2019 and December 31, 2018, no shares of the Company’s preferred stock were issued and outstanding.
Distribution Reinvestment Plan
The Company’s board of directors had approved the DRP through which common stockholders could elect to reinvest an amount equal to the distributions declared on their shares of common stock in additional shares of the Company’s common stock in lieu of receiving cash distributions. The initial purchase price per share under the DRP was $9.50. Effective September 10, 2012, shares of the Company’s common stock were issued pursuant to the DRP at a price of $9.73 per share. Effective with distributions earned beginning on December 1, 2014, the Company’s board of directors elected to suspend the DRP. As a result, all distributions are paid in cash and not reinvested in shares of the Company’s common stock. The Company’s board of directors may, in its sole discretion, from time to time, reinstate the DRP, although there is no assurance as to if or when this will happen, and change the DRP price based upon changes in the Company’s estimated value per share and other factors that the Company’s board of directors deems relevant.
No selling commissions or dealer manager fees were payable on shares sold through the DRP.
Share Repurchase Program
The Company’s share repurchase program may provide an opportunity for stockholders to have their shares of common stock repurchased by the Company, subject to certain restrictions and limitations. No shares can be repurchased under the Company’s share repurchase program until after the first anniversary of the date of purchase of such shares; provided, however, that this holding period does not apply to repurchases requested within two years after the death or disability of a stockholder.

25


PART I — FINANCIAL INFORMATION (continued)
 
Item 1. Financial Statements (continued)

STEADFAST INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(unaudited)

The repurchase price for shares repurchased under the Company’s share repurchase program prior to April 28, 2018, was as follows:
Share Purchase Anniversary
 
Repurchase Price
on Repurchase Date(1)
Less than 1 year
 
No Repurchase Allowed
1 year
 
92.5% of Estimated Value per Share(2)
2 years
 
95.0% of Estimated Value per Share(2)
3 years
 
97.5% of Estimated Value per Share(2)
4 years
 
100.0% of Estimated Value per Share(2)
In the event of a stockholder’s death or disability(3)
 
Average Issue Price for Shares(4)
________________
(1)
As adjusted for any stock dividends, combinations, splits, recapitalizations or any similar transaction with respect to the shares of common stock.
(2)
The “Estimated Value per Share” equals the most recently determined estimated value per share determined by the Company’s board of directors.
(3)
The required one-year holding period to be eligible to repurchase shares under the Company’s share repurchase program does not apply in the event of death or disability of a stockholder.
(4)
The purchase price per share for shares repurchased upon the death or disability of a stockholder will be equal to the average issue price per share for all of the stockholder’s shares.
The Company’s board of directors elected to suspend the Company’s share repurchase program, effective April 28, 2018. The board of directors of the Company subsequently determined to reinstate and amend the terms of the Company’s share repurchase program, effective May 20, 2018. Pursuant to the amended and reinstated share repurchase program, the revised repurchase price is equal to 93% of the most recently publicly disclosed estimated value per share. The current share repurchase price is $8.74 per share, which represents 93% of the estimated value per share of $9.40, as approved by the Company’s board of directors. The share repurchase price is further reduced based on how long the stockholder has held the shares as follows:
Share Purchase Anniversary
 
Repurchase Price
on Repurchase Date(1)
Less than 1 year
 
No Repurchase Allowed
1 year
 
92.5% of the Share Repurchase Price(2)
2 years
 
95.0% of the Share Repurchase Price(2)
3 years
 
97.5% of the Share Repurchase Price(2)
4 years
 
100.0% of the Share Repurchase Price(2)
In the event of a stockholder’s death or disability(3)
 
Average Issue Price for Shares(4)
________________

26


PART I — FINANCIAL INFORMATION (continued)
 
Item 1. Financial Statements (continued)

STEADFAST INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(unaudited)

(1)
As adjusted for any stock dividends, combinations, splits, recapitalizations or any similar transaction with respect to the shares of common stock.
(2)
The “Share Repurchase Price” shall equal 93% of the Estimated Value per Share.
(3)
The required one-year holding period to be eligible to repurchase shares under the Company’s share repurchase program does not apply in the event of death or disability of a stockholder.
(4)
The purchase price per share for shares repurchased upon the death or disability of a stockholder will be equal to the average issue price per share for all of the stockholder’s shares.
The purchase price per share for shares repurchased pursuant to the share repurchase program is further reduced by the aggregate amount of net proceeds per share, if any, distributed to the Company’s stockholders prior to the repurchase date as a result of the sale of one or more of the Company’s assets that constitutes a return of capital distribution as a result of such sales.
Repurchases of shares of the Company’s common stock are made quarterly upon written request to the Company at least 15 days prior to the end of the applicable quarter during which the share repurchase program is in effect. Repurchase requests are honored approximately 30 days following the end of the applicable quarter (the “Repurchase Date”). Stockholders may withdraw their repurchase request at any time up to three business days prior to the end of the applicable quarter.
The Company is not obligated to repurchase shares of the Company’s common stock under the share repurchase program. In no event shall repurchases under the share repurchase program exceed 5% of the weighted average number of shares of the Company’s common stock outstanding during the prior calendar year or the $2,000,000 limit for any quarter put in place by the Company’s board of directors. There is no fee in connection with a repurchase of shares of the Company’s common stock. As of June 30, 2019, the Company has recognized repurchases payable of $2,000,000, which is included in accounts payable and accrued liabilities on the accompanying consolidated balance sheets.
During the three and six months ended June 30, 2019, the Company repurchased a total of 223,595 and 443,291 shares with a total repurchase value of $2,000,000 and $4,000,000, respectively, and received requests for the repurchase of 1,052,789 and 1,983,629 shares with a total repurchase value of $9,252,075 and $17,431,742, respectively. During the three and six months ended June 30, 2018, the Company repurchased a total of 218,011 and 399,415 shares with a total repurchase value of $2,000,000 and $4,000,000, respectively, and received requests for the repurchase of 955,293 and 1,571,654 shares with a total net repurchase value of $8,270,898 and $13,863,033. As of June 30, 2019 and 2018, the Company’s total outstanding repurchase requests received that were subject to the Company’s limitations on repurchases were 6,161,920 shares and 4,272,959 shares, respectively, with a total net repurchase value of $53,905,878 and $39,527,939, respectively.
The Company cannot guarantee that the funds set aside for the share repurchase program will be sufficient to accommodate all repurchase requests made in any quarter. To the extent that the repurchase requests exceed the Company’s limitations on repurchases or the Company does not have sufficient funds available to repurchase all of the shares of the Company’s common stock for which repurchase requests have been submitted in any quarter, priority is given to repurchase requests in the case of the death or disability of a stockholder. If the Company repurchases less than all of the shares subject to a repurchase request in any quarter, with respect to any shares which have not been repurchased, the requesting stockholder could (1) withdraw the request for repurchase or (2) ask that the Company honor the request in a future quarter, if any, when such repurchases may be made pursuant to the limitations of the share repurchase program and when sufficient funds were available. Such pending requests are honored among all requests for repurchases in any given repurchase period as follows: first, pro rata as to repurchases sought upon a stockholder’s death or disability; and, next, pro rata as to other repurchase requests.
The Company’s board of directors may, in its sole discretion, amend, suspend or terminate the share repurchase program at any time upon 30 days’ notice to the Company’s stockholders if it determines that the funds available to fund the share

27


PART I — FINANCIAL INFORMATION (continued)
 
Item 1. Financial Statements (continued)

STEADFAST INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(unaudited)

repurchase program are needed for other business or operational purposes or that amendment, suspension or termination of the share repurchase program is in the best interest of the Company’s stockholders. Therefore, stockholders may not have the opportunity to make a repurchase request prior to any potential termination of the Company’s share repurchase program.
Distributions Declared
Distributions declared (1) accrued daily to stockholders of record as of the close of business on each day, (2) were payable in cumulative amounts on or before the third day of each calendar month with respect to the prior month and (3) were calculated at a rate of $0.001519 per share per day during the six months ended June 30, 2019, which if paid each day over a 365-day period, is equivalent to a 6.0% annualized distribution rate based on a purchase price of $9.24 per share of common stock. Distributions were calculated at a rate of $0.001683 per share per day during the three months ended June 30, 2018, which if paid each day over a 365-day period, is equivalent to a 6.0% annualized distribution rate based on a purchase price of $10.24 per share of common stock and were calculated at a rate of $0.001964 per share per day during the three months ended March 31, 2018, which if paid each day over a 365-day period, is equivalent to a 7.0% annualized distribution rate based on a purchase price of $10.24 per share of common stock. On April 16, 2018, the Company’s board of directors declared a special distribution in the amount of $1.00 per share, or $75,298,163 in the aggregate, to stockholders of record as of the close of business on April 20, 2018.
Distributions declared for the three and six months ended June 30, 2019, were $10,266,544 and $20,453,201, respectively, all of which were attributable to cash distributions. Distributions declared for the three and six months ended June 30, 2018, were $86,819,112 and $100,139,682, all of which were attributable to cash distributions.
As of June 30, 2019 and December 31, 2018, $3,381,662 and $3,515,310 in distributions declared were payable.
Distributions Paid
For the three and six months ended June 30, 2019, the Company paid cash distributions of $10,390,783 and $20,586,849, which related to distributions declared for each day in the period from March 1, 2019 through May 31, 2019, and December 1, 2018 through May 31, 2019, respectively. All such distributions were paid in cash.
For the three and six months ended June 30, 2018, the Company paid cash distributions of $87,612,706 and $100,944,127, which related to distributions declared for each day in the period from March 1, 2018 through May 31, 2018, and December 1, 2017 through May 31, 2018, respectively, inclusive of the special distribution in the amount of $75,298,163 paid on May 2, 2018, to stockholders of record as of the close of business on April 20, 2018. All such distributions were paid in cash.
8. Related Party Arrangements
The Company has entered into the Advisory Agreement with the Advisor. Pursuant to the Advisory Agreement, the Company is obligated to pay the Advisor specified fees upon the provision of certain services related to the investment of funds in real estate and real estate-related investments, the management of the Company’s investments and for other services (including, but not limited to, the disposition of investments). Subject to the limitations described below, the Company is obligated to reimburse the Advisor and its affiliates for acquisition and origination expenses and certain operating expenses incurred on behalf of the Company or incurred in connection with providing services to the Company.

28


PART I — FINANCIAL INFORMATION (continued)
 
Item 1. Financial Statements (continued)

STEADFAST INCOME REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(unaudited)

Amounts attributable to the Advisor and its affiliates incurred for the three and six months ended June 30, 2019 and 2018, and amounts that are payable (prepaid) to the Advisor and its affiliates as of June 30, 2019 and December 31, 2018, are as follows:
 
Incurred (Received) For the
 
Incurred (Received) For the
 
Payable (Prepaid) as of
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2019
 
2018
 
2019
 
2018
 
June 30, 2019
 
December 31, 2018
Consolidated Statements of Operations:
 
 
 
 
 
 
 
 
 
 
 
Expensed
 
 
 
 
 
 
 
 
 
 
 
Investment management fees(1)
$
2,027,504

 
$
2,343,430

 
$
4,303,703

 
$
4,766,441

 
$
354,017

 
$
1,640,485

Due diligence costs(2)

 
25,438

 

 
223,317

 

 
211,188

Property management:
 
 
 
 
 
 
 
 
 
 
 
Fees(1)
817,754

 
978,620

 
1,725,825

 
2,003,352

 
289,946

 
334,577

Reimbursement of onsite personnel(3)
2,527,546

 
2,969,457

 
5,462,565

 
6,086,367

 
483,859

 
589,551

Reimbursements - other(1)
583,323

 
286,264

 
1,119,683

 
609,337

 
73,487

 
39,349

Reimbursements - property operations(3)
19,918

 
18,414

 
38,603

 
42,393

 

 

Reimbursements - G&A(2)
15,504

 
13,438

 
56,649

 
34,726

 

 

Other operating expenses(2)
418,600

 
291,236

 
846,602

 
675,749

 
171,758

 
115,212

Disposition fees(4)
1,610,025

 

 
3,289,275

 
3,841,050

 

 
2,052,750

Disposition transaction costs(4)
27,183

 

 
39,483

 
67,464

 

 

Loan coordination fee(1)

 
200,910

 

 
362,160

 

 

Property insurance(5)
450,215

 
314,077

 
850,583

 
628,181

 

 
(119,055
)
Insurance proceeds(6)

 

 

 

 

 
(75,000
)
Rental Revenue(7)
3,792

 

 
3,792

 

 

 

Consolidated Balance Sheets:
 
 
 
 
 
 
 
 
 
 
 
Capitalized
 
 
 
 
 
 
 
 
 
 
 
Construction management:
 
 
 
 
 
 
 
 
 
 
 
Fees(8)
135,922

 
59,328

 
155,402