UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2023
OR
☐
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 001-36663
NexPoint Residential Trust, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland
47-1881359
(State or other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
300 Crescent Court, Suite 700, Dallas, Texas
(Address of Principal Executive Offices)
75201
(Zip Code)
(214) 276-6300
(Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, par value $0.01 per share
NXRT
New York Stock Exchange
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
Accelerated Filer
Non-Accelerated Filer
Smaller reporting company
Emerging growth company
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of November 9, 2023, the registrant had 25,674,313 shares of its common stock, par value $0.01 per share, outstanding.
NEXPOINT RESIDENTIAL TRUST, INC.
Form 10-Q
Quarter Ended September 30, 2023
INDEX
Page
Cautionary Statement Regarding Forward-Looking Statements
ii
PART I—FINANCIAL INFORMATION
Item 1.
Financial Statements
Consolidated Balance Sheets as of September 30, 2023 (Unaudited) and December 31, 2022
1
Consolidated Unaudited Statements of Operations and Comprehensive Income for the Three and Nine Months Ended September 30, 2023 and 2022
2
Consolidated Unaudited Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2023 and 2022
3
Consolidated Unaudited Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022
5
Notes to Consolidated Unaudited Financial Statements
7
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
22
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
44
Item 4.
Controls and Procedures
45
PART II—OTHER INFORMATION
Legal Proceedings
46
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds, and Issuer Purchases of Securities
Defaults Upon Senior Securities
Mine Safety Disclosures
47
Item 5.
Other Information
Item 6.
Exhibits
48
Signatures
49
i
This quarterly report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. In particular, statements relating to our liquidity and capital resources, the performance of our properties and results of operations contain forward-looking statements. Furthermore, all of the statements regarding future financial performance (including market conditions and demographics) are forward-looking statements. We caution investors that any forward-looking statements presented in this quarterly report are based on management’s current beliefs and assumptions made by, and information currently available to, management. When used, the words “anticipate,” “believe,” “expect,” “intend,” “may,” “might,” “plan,” “estimate,” “project,” “should,” “will,” “would,” “result” and similar expressions that do not relate solely to historical matters are intended to identify forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans or intentions.
Forward-looking statements are subject to risks, uncertainties and assumptions and may be affected by known and unknown risks, trends, uncertainties and factors that are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. We caution you therefore against relying on any of these forward-looking statements.
Some of the risks and uncertainties that may cause our actual results, performance, liquidity or achievements to differ materially from those expressed or implied by forward-looking statements include, among others, the following:
iii
While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. They are based on estimates and assumptions only as of the date of this quarterly report. We undertake no obligation to update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes, except as required by law.
iv
NEXPOINT RESIDENTIAL TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
September 30, 2023
December 31, 2022
(Unaudited)
ASSETS
Operating Real Estate Investments
Land
$
359,839
378,438
Buildings and improvements
1,711,122
1,760,782
Construction in progress
12,023
10,622
Furniture, fixtures, and equipment
173,564
152,529
Total Gross Operating Real Estate Investments
2,256,548
2,302,371
Accumulated depreciation and amortization
(386,869
)
(349,276
Total Net Operating Real Estate Investments
1,869,679
1,953,095
Real estate held for sale, net of accumulated depreciation of $40,750 and $22,017, respectively
133,851
89,457
Total Net Real Estate Investments
2,003,530
2,042,552
Cash and cash equivalents
7,531
16,762
Restricted cash
42,302
35,037
Accounts receivable, net
14,739
17,121
Prepaid and other assets
13,303
10,425
Fair value of interest rate swaps
98,621
103,440
TOTAL ASSETS
2,180,026
2,225,337
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Mortgages payable, net
1,453,471
1,526,828
Mortgages payable held for sale, net
112,026
68,016
Credit facility, net
39,968
72,644
Accounts payable and other accrued liabilities
18,966
12,325
Accrued real estate taxes payable
22,176
7,232
Accrued interest payable
9,465
7,946
Security deposit liability
3,218
3,200
Prepaid rents
1,833
1,849
Total Liabilities
1,661,123
1,700,040
Redeemable noncontrolling interests in the Operating Partnership
5,081
5,631
Stockholders' Equity:
Preferred stock, $0.01 par value: 100,000,000 shares authorized; 0 shares issued
—
Common stock, $0.01 par value: 500,000,000 shares authorized; 25,674,313 and 25,549,319 shares issued and outstanding, respectively
256
255
Additional paid-in capital
410,679
405,376
Accumulated earnings less dividends
5,534
11,880
Accumulated other comprehensive income
97,353
102,155
Total Stockholders' Equity
513,822
519,666
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
See Notes to Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
(in thousands, except per share amounts)
For the Three Months Ended September 30,
For the Nine Months Ended September 30,
2023
2022
Revenues
Rental income
67,870
66,500
203,217
189,949
Other income
1,968
1,551
5,417
4,654
Total revenues
69,838
68,051
208,634
194,603
Expenses
Property operating expenses
15,322
12,370
44,080
42,669
Real estate taxes and insurance
8,832
9,419
28,186
27,670
Property management fees (1)
2,031
1,960
6,089
5,629
Advisory and administrative fees (2)
1,966
1,904
5,782
5,615
Corporate general and administrative expenses
4,906
3,818
12,897
11,116
Property general and administrative expenses
2,615
2,387
7,127
6,586
Depreciation and amortization
23,797
25,224
70,935
74,490
Total expenses
59,469
57,082
175,096
173,775
Operating income before gain on sales of real estate
10,369
10,969
33,538
20,828
Gain on sales of real estate
43,090
Operating income
53,459
76,628
Interest expense
(17,587
(11,766
(48,850
(34,804
Gain (loss) on extinguishment of debt and modification costs
(2,215
(2,093
Casualty gain (loss)
(100
(980
357
Gain on forfeited deposits
250
Equity in earnings of affiliate
177
Miscellaneous income
144
198
880
526
Net income (loss)
33,878
(599
26,012
(13,093
Net income (loss) attributable to redeemable noncontrolling interests in the Operating Partnership
129
(2
99
(46
Net income (loss) attributable to common stockholders
33,749
(597
25,913
(13,047
Other comprehensive income (loss)
Unrealized gains (losses) on interest rate derivatives
(744
34,938
(4,820
106,874
Total comprehensive income
33,134
34,339
21,192
93,781
Comprehensive income attributable to redeemable noncontrolling interests in the Operating Partnership
126
132
81
319
Comprehensive income attributable to common stockholders
33,008
34,207
21,111
93,462
Weighted average common shares outstanding - basic
25,674
25,598
25,647
25,630
Weighted average common shares outstanding - diluted
26,302
26,228
Earnings (loss) per share - basic
1.31
(0.02
1.01
(0.51
Earnings (loss) per share - diluted
1.28
0.99
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(dollars in thousands)
Preferred Stock
Common Stock
Additional
AccumulatedEarnings (Loss)
Accumulated Other
Three Months ended September 30, 2023
Number ofShares
Par Value
Paid-inCapital
LessDividends
ComprehensiveIncome (Loss)
Total
Balances, June 30, 2023
25,674,313
408,119
(18,225
98,094
488,244
Net income attributable to common stockholders
Vesting of stock-based compensation
2,495
Common stock dividends declared ($0.42 per share)
(11,047
Other comprehensive loss
(741
Adjustment to reflect redemption value of redeemable noncontrolling interests in the Operating Partnership
65
1,057
1,122
Balances, September 30, 2023
Nine Months ended September 30, 2023
Balances, December 31, 2022
25,549,319
124,994
5,238
5,239
Common stock dividends declared ($1.26 per share)
(33,034
(4,802
775
840
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Continued)
Common StockHeld in
Three Months ended September 30, 2022
Treasuryat Cost
Balances, June 30, 2022
25,647,942
407,436
28,120
74,283
510,095
Net loss attributable to common stockholders
Repurchases of common stock
(5,991
Retirement of common stock held in treasury
(98,906
(1
(5,990
5,991
2,007
Issuance of common stock through at-the-market offering, net of offering costs
(76
Common stock dividends declared ($0.38 per share)
(9,907
Other comprehensive income
34,804
1,286
Balances, September 30, 2022
25,549,036
403,377
18,902
109,087
531,621
Nine Months ended September 30, 2022
Balances, December 31, 2021
25,500,567
407,803
59,209
2,578
469,845
(11,127
(168,473
(11,125
11,127
164,851
2,760
2,761
52,091
3,991
3,992
Common stock dividends declared ($1.14 per share)
(29,857
106,509
Offering costs of the issuance of redeemable noncontrolling interests in the Operating Partnership
(52
2,597
4
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Cash flows from operating activities
Adjustments to reconcile net loss to net cash provided by operating activities:
(43,090
Amortization/write-off of deferred financing costs
4,307
2,033
Change in fair value on derivative instruments included in interest expense
(35,155
(2,365
Net cash received (paid) on derivative settlements
35,647
(4,849
Amortization/write-off of fair value adjustment of assumed debt
(82
(150
Provision for bad debts, net
7,258
5,619
6,955
5,874
Insurance proceeds received for business interruption
588
(177
(250
Casualty gains
(1,630
(518
Changes in operating assets and liabilities, net of effects of sales and acquisitions:
Accounts receivable
(7,980
(7,705
(1,481
(1,741
Operating liabilities
4,957
2,754
Real estate taxes payable
14,944
8,983
Net cash provided by operating activities
81,758
69,582
Cash flows from investing activities
Net proceeds from sales of real estate
69,431
Forfeited deposits
Self-insurance paid for casualty loss
(1,819
Insurance proceeds received from casualty losses
6,595
4,940
Additions to real estate investments
(56,904
(41,619
Acquisitions of real estate investments
415
(141,038
Net cash provided by (used in) investing activities
17,968
(179,536
Cash flows from financing activities
Mortgage proceeds received
42,788
78,272
Mortgage payments
(74,409
(1,076
Credit facilities proceeds received
55,000
Credit facilities payments
(33,500
Deferred financing costs received (paid)
1,001
(3,852
Interest rate cap fees paid
(592
(239
Prepayment penalties on extinguished debt
(2,129
Proceeds from the issuance of common stock through at-the-market offering, net of offering costs
Payments for taxes related to net share settlement of stock-based compensation
(1,716
(3,113
Distributions to redeemable noncontrolling interests in the Operating Partnership
(71
Redemption of redeemable noncontrolling interests in the Operating Partnership
(135
Repurchase of common stock
Dividends paid to common stockholders
(32,929
(29,908
Net cash provided by (used in) financing activities
(101,692
87,873
Net decrease in cash, cash equivalents and restricted cash
(1,966
(22,081
Cash, cash equivalents and restricted cash, beginning of period
51,799
88,696
Cash, cash equivalents and restricted cash, end of period
49,833
66,615
Supplemental Disclosure of Cash Flow Information
Interest paid
80,354
31,796
Supplemental Disclosure of Noncash Activities
Issuance of operating partnership units for purchase of noncontrolling interests
2,444
Capitalized construction costs included in accounts payable and other accrued liabilities
7,821
6,005
Change in fair value on derivative instruments designated as hedges
Other assets acquired from acquisitions
168
Liabilities assumed from acquisitions
116
Increase (decrease) in dividends payable upon vesting of restricted stock units
105
(51
Write-off of assets due to casualty losses
1,751
4,506
Write-off of fully amortized in-place leases
5,179
Write-off of deferred financing costs
409
6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Organization and Description of Business
NexPoint Residential Trust, Inc. (the “Company,” “we,” “our”) was incorporated in Maryland on September 19, 2014, and has elected to be taxed as a real estate investment trust (“REIT”) and the Company believes the current organization and method of operation will enable it to maintain its status as a REIT. The Company is focused on “value-add” multifamily investments primarily located in the Southeastern and Southwestern United States. Substantially all of the Company’s business is conducted through NexPoint Residential Trust Operating Partnership, L.P. (the “OP”), the Company’s operating partnership. The Company also consolidates certain variable interest entities ("VIEs") in accordance with Financial Accounting Standards Board’s ("FASB") Accounting Standards Codification ("ASC") 810 Consolidation. The Company controls and consolidates the OP as a VIE. The Company owns its properties (the “Portfolio”) through the OP and its wholly owned taxable REIT subsidiary (“TRS”). The OP owns approximately 99.9% of the Portfolio; the TRS owns approximately 0.1% of the Portfolio. The Company’s wholly owned subsidiary, NexPoint Residential Trust Operating Partnership GP, LLC (the “OP GP”), is the sole general partner of the OP. As of September 30, 2023, there were 26,053,988 common units in the OP (“OP Units”) outstanding, of which 25,951,154, or 99.6%, were owned by the Company and 102,834, or 0.4%, were owned by noncontrolling limited partners (see Note 8).
The Company is externally managed by NexPoint Real Estate Advisors, L.P. (the “Adviser”), through an agreement dated March 16, 2015, as amended, and renewed on February 22, 2023 for a one-year term (the “Advisory Agreement”), by and among the Company, the OP and the Adviser. The Adviser conducts substantially all of the Company’s operations and provides asset management services for its real estate investments. The Company expects it will only have accounting employees while the Advisory Agreement is in effect. All of the Company’s investment decisions are made by the Adviser, subject to general oversight by the Adviser’s investment committee and the Company’s board of directors (the “Board”). The Adviser is wholly owned by NexPoint Advisors, L.P. (the “Sponsor”).
The Company’s investment objectives are to maximize the cash flow and value of properties owned, acquire properties with cash flow growth potential, provide quarterly cash distributions and achieve long-term capital appreciation for its stockholders through targeted management and a value-add program. Consistent with the Company’s policy to acquire assets for both income and capital gain, the Company intends to hold at least majority interests in its properties for long-term appreciation and to engage in the business of directly or indirectly acquiring, owning, and operating well-located multifamily properties with a value-add component in large cities and suburban submarkets of large cities primarily in the Southeastern and Southwestern United States consistent with its investment objectives. Economic and market conditions may influence the Company to hold properties for different periods of time. From time to time, the Company may sell a property if, among other deciding factors, the sale would be in the best interest of its stockholders.
The Company may allocate up to 30% of the Portfolio to investments in real estate-related debt and securities with the potential for high current income or total returns. These allocations may include first and second mortgages and subordinated, bridge, mezzanine, construction and other loans, as well as debt securities related to or secured by multifamily real estate and common and preferred equity securities, which may include securities of other REITs or real estate companies.
2. Summary of Significant Accounting Policies
Readers of this Quarterly Report on Form 10-Q ("Quarterly Report") should refer to the audited financial statements and notes to consolidated financial statements of the Company for the year ended December 31, 2022, which are included in our 2022 Annual Report on Form 10-K ("2022 Annual Report"), filed with the United States Securities and Exchange Commission ("SEC") and also available on our website (nxrt.nexpoint.com), since we have omitted from this Quarterly Report certain footnote disclosures which would substantially duplicate those contained in such audited financial statements. You should also refer to Note 2, Summary of Significant Accounting Policies, in the notes to consolidated financial statements in our 2022 Annual Report for further discussion of our significant accounting policies and estimates. Information contained on, or accessible through, our website is not incorporated by reference into and does not constitute a part of this Quarterly Report or any other report or documents we file or furnish with the SEC.
Reclassification of Prior Year Activity on the Consolidated Statement of Cash Flows
Certain reclassifications have been made within the consolidated statements of cash flows to the changes in operating assets and liabilities, net of effects of sales and acquisitions for the nine months ended September 30, 2022 to be comparative to the consolidated statement of cash flows for the nine months ended September 30, 2023.
Impairment
Real estate assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The key inputs into our impairment analysis include, but are not limited to, the holding period, net operating income, and capitalization rates. In such cases, the Company will evaluate the recoverability of such real estate assets based on estimated future cash flows and the estimated liquidation value of such real estate assets, and record an impairment loss if such undiscounted cash flows are insufficient to recover the carrying amount of the real estate asset. If impaired, the real estate asset will be written down to its estimated fair value. The Company’s impairment analysis identifies and evaluates events or changes in circumstances that indicate the carrying amount of a real estate investment may not be recoverable, including determining the period the Company will hold the rental property, net operating income, and the estimated capitalization rate for each respective real estate investment. As of September 30, 2023, the Company has not recorded any impairment on its real estate assets.
Held for Sale
The Company periodically classifies real estate assets as held for sale when certain criteria are met in accordance with GAAP. At that time, the Company presents the net real estate assets and the net debt associated with the real estate held for sale separately in its consolidated balance sheet, and the Company ceases recording depreciation and amortization expense related to that property. Real estate held for sale is reported at the lower of its carrying amount or its estimated fair value less estimated costs to sell. As of September 30, 2023, there are four properties classified as held for sale. In addition to the net real estate and mortgages payable held for sale, the consolidated balance sheet also includes approximately $1.9 million of accounts receivable and prepaid and other assets, and approximately $5.1 million of accounts payable, real estate taxes payable, security deposits, prepaid rents, and other accrued liabilities.
The Company had entered into a purchase and sale agreement for Old Farm and Stone Creek at Old Farm, and during the three months ended June 30, 2023 the buyer terminated the purchase and sale agreement and forfeited its deposit. As part of the forfeiture, the Company recognized a gain of approximately $0.3 million for forfeited deposits which is reflected in gain on forfeited deposits and forfeited deposits in cash flows from investing activities in the consolidated statements of operations and comprehensive income and the consolidated statements of cash flows, respectively.
Recent Accounting Pronouncements
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The Company has taken the ASC 848 elections needed to allow for the hedged forecasted transactions to transition while not discontinuing the associated hedge accounting designations. Application of these hedged accounting expedients preserves the presentation of derivatives consistent with past presentation. The Company will continue to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. In December 2022, the FASB issued ASU 2022-06, Deferral of the Sunset Date of Topic 848 ("ASU 2022-06") which was issued to defer the sunset date of Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform to December 31, 2024. ASU 2022-06 is effective immediately for all companies.
3. Real Estate Investments
Acquisitions
There were no acquisitions of real estate during the nine months ended September 30, 2023. During the nine months ended September 30, 2022, the Company acquired two properties, as detailed in the table below (dollars in thousands).
Property Name
Location
Date of
Acquisition
Purchase Price
Mortgage Debt (1)
# Units
Effective
Ownership
The Adair
Sandy Springs, Georgia
April 1, 2022
65,500
35,115
232
100
%
Estates on Maryland
Phoenix, Arizona
77,900
43,157
330
143,400
562
Dispositions
The Company sold one property during the nine months ended September 30, 2023, as detailed in the table below (in thousands). There were no dispositions during the nine months ended September 30, 2022.
Date of Sale
Sales Price
Net Cash Proceeds (1)
Gain on Sale of Real Estate
Silverbrook
Grand Prairie, Texas
September 22, 2023
70,000
8
(1) Represents sales price, net of closing costs.
NXRT Captive
On July 6, 2023, NexPoint Captive Insurance Company, Inc. (“NexPoint Captive”) was authorized to transact business in the State of Montana as a captive insurance company. NexPoint Captive began providing rental insurance coverage to NXRT properties and properties managed by affiliates of the Adviser on August 1, 2023. The OP purchased 100% ownership interest and has the power to direct the activities of NexPoint Captive. NexPoint Captive is required to maintain a cash reserve of $250,000 to fund potential claims, which is classified as restricted cash on the consolidated balance sheet. The Company consolidates NexPoint Captive in its consolidated financial statements.
Casualty Losses
The Company experienced certain casualty events during the nine months ended September 30, 2023 and 2022. Certain casualty proceeds from insurance are recorded in casualty gains (loss) on the consolidated statements of operations and comprehensive income in relation to these events. Events that are considered to be small, standard and not extraordinary are recorded through property operating expense. Insurance proceeds received from casualty losses are recognized on the Company’s consolidated statements of cash flows as investing activities. The Company differentiates proceeds received from business interruption and casualty gains (losses) in accounting for the transactions. Business interruption proceeds are specifically insurance proceeds to recoup lost rents due to a qualifying event(s) (i.e., fires, floods, storms, water damage, etc.) as determined by the insurance policy and are reflected as operating cash flows in the accompanying consolidated statements of cash flows. Business interruption that has been accrued by the Company is presented in miscellaneous income in the accompanying consolidated statements of comprehensive income. Casualty gains (losses) are distinctly attributable to damage and subsequent write down of the property (loss), and the recoupment of funds from the insurance policy, as it relates to the damage. Such proceeds received from the damage to the property are accounted for as a gain to the Company, and potentially offset losses attributable to net write off of damaged assets.
During the nine months ended September 30, 2022, ten of the Company’s properties, Silverbrook, Venue at 8651, Versailles, Arbors of Brentwood, Parc500, Timber Creek, Hollister Place, The Preserve at Terrell Mill, High House at Cary and Six Forks, suffered significant property damage as a result of fires and flooding. As of September 30, 2022, 81 units were excluded from the Portfolio’s total unit count and 74 units were excluded from all same store pools due to reconstruction. During the three and nine months ended September 30, 2022, the Company recognized approximately $0.0 million and $0.4 million in casualty loss and a $0.2 million and $0.5 million gain in business interruption income on the consolidated statement of operations and comprehensive income, respectively.
During the nine months ended September 30, 2023, seven of the Company’s properties, Bella Solara, Parc500, Arbors of Brentwood, Versailles, Versailles II, Rockledge, and Six Forks Station, had suffered significant property damages as a result of fires and water damage and are currently undergoing rehab. As of September 30, 2023, 67 units were excluded from the Portfolio’s total unit count. During the three and nine months ended September 30, 2023, the Company recognized approximately $0.1 million and $1.0 million in casualty loss and $0.1 million and $0.9 million in business interruption income on the consolidated statement of operations and comprehensive income, respectively. Outside of the casualty related asset write downs discussed above, as of September 30, 2023, the Company has not recorded any impairment on its real estate assets
9
4. Debt
Mortgage Debt
The following table contains summary information concerning the mortgage debt of the Company as of September 30, 2023 (dollars in thousands):
Operating Properties
Type
Term (months)
OutstandingPrincipal
Interest Rate (1)
Maturity Date
Arbors on Forest Ridge
Floating
120
19,184
6.87%
12/1/2032
Cutter's Point
21,524
The Summit at Sabal Park
30,826
Courtney Cove
36,146
The Preserve at Terrell Mill
71,098
Versailles
40,247
Seasons 704 Apartments
33,132
Madera Point
34,457
Venue at 8651
18,690
The Venue on Camelback
7.50%
2/1/2033
Sabal Palm at Lake Buena Vista
84
42,100
6.73%
9/1/2025
Cornerstone
46,804
7.41%
Parc500
29,416
Rockledge Apartments
93,129
Atera Apartments
46,198
Versailles II
12,061
6.61%
10/1/2025
Brandywine I & II
43,835
Bella Vista
29,040
6.75%
2/1/2026
The Enclave
25,322
The Heritage
24,625
Summers Landing
(2)
10,109
Residences at Glenview Reserve
(3)
25,645
Residences at West Place
Fixed
33,817
4.24%
10/1/2028
Avant at Pembroke Pines
177,100
6.86%
9/1/2026
Arbors of Brentwood
34,237
10/1/2026
Torreyana Apartments
50,580
Bloom
59,830
Bella Solara
40,328
Fairways at San Marcos
60,228
The Verandas at Lake Norman
34,925
7.17%
7/1/2028
Creekside at Matthews
29,648
Six Forks Station
41,180
7.03%
10/1/2031
High House at Cary
46,625
7.33%
1/1/2029
7.29%
4/1/2029
1,463,146
Fair market value adjustment
530
(4)
Deferred financing costs, net of accumulated amortization of $3,351
(10,205
Held For Sale Properties
Old Farm
52,886
7.11%
7/1/2024
Stone Creek at Old Farm
15,274
Timber Creek
24,100
6.69%
Radbourne Lake
20,000
6.72%
112,260
Deferred financing costs, net of accumulated amortization of $1,005
(234
10
The weighted average interest rate of the Company’s mortgage indebtedness was 6.87% as of September 30, 2023 and 5.71% as of December 31, 2022. The increase between the periods is primarily related to an increase in 30-Day Average SOFR of approximately 126 basis points to 5.32% as of September 30, 2023 from 4.06% as of December 31, 2022. As of September 30, 2023, the adjusted weighted average interest rate of the Company’s mortgage indebtedness was 3.64% which excludes the effect of interest rate caps. For purposes of calculating the adjusted weighted average interest rate of the outstanding mortgage indebtedness, the Company has included the weighted average fixed rate of 1.0682% for fallback LIBOR on its combined $1.2 billion notional amount of interest rate swap agreements, which effectively fix the interest rate on $1.2 billion of the Company’s floating rate mortgage debt (see Note 5).
Each of the Company’s mortgages is a non-recourse obligation subject to customary provisions. The loan agreements contain customary events of default, including defaults in the payment of principal or interest, defaults in compliance with the covenants contained in the documents evidencing the loan, defaults in payments under any other security instrument covering any part of the property, whether junior or senior to the loan, and bankruptcy or other insolvency events. As of September 30, 2023, the Company believes it is in compliance with all provisions.
Credit Facility
The following table contains summary information concerning the Company’s credit facility as of September 30, 2023 (dollars in thousands):
Corporate Credit Facility
36
41,000
7.57%
6/30/2025
Deferred financing costs, net of accumulated amortization of $1,975
(1,032
On October 24, 2022, the Company exercised its option to extend the Corporate Credit Facility with respect to the revolving commitments for a single one-year term resulting in a maturity date of June 30, 2025. As of September 30, 2023, there was $309.0 million available for borrowing under the Corporate Credit Facility. Subject to conditions provided in the Corporate Credit Facility, the commitments under Corporate Credit Facility may be increased up to an additional $150.0 million if the lenders agree to increase their commitments or if the lenders agree for the increase to be funded by any additional lender proposed by the Company, through the OP. The Corporate Credit Facility will mature on June 30, 2025 with respect to the revolving commitments, unless the Company exercises its option to voluntarily and permanently reduce all of the revolving commitments before the maturity date.
Advances under the Corporate Credit Facility accrue interest at a per annum rate equal to, at the Company’s election, either Term SOFR plus a margin of 1.90% to 2.40%, depending on the Company’s total leverage ratio and a benchmark replacement adjustment of 0.1%, or a base rate determined according to the highest of (a) the prime rate, (b) the federal funds rate plus 0.50%, (c) Term SOFR plus 1.0% or (d) 0.0% plus a margin of 0.90% to 1.40%, depending on the Company’s total leverage ratio. An unused commitment fee at a rate of 0.15% or 0.25%, depending on the outstanding aggregate revolving commitments, applies to unutilized borrowing capacity under the Corporate Credit Facility. Amounts owing under the Corporate Credit Facility may be prepaid at any time without premium or penalty. The Corporate Credit Facility is guaranteed by the Company and the obligations under the Corporate Credit Facility are, subject to some exceptions, secured by a continuing security interest in substantially all of the assets of the Company. The Company is in compliance with all of the covenants required in its Corporate Credit Facility.
Deferred Financing Costs
The Company defers costs incurred in obtaining financing and amortizes the costs over the terms of the related loans using the straight-line method, which approximates the effective interest method. Deferred financing costs, net of amortization, are recorded as a reduction from the related debt on the Company’s consolidated balance sheets. Upon repayment of or in conjunction with a material change in the terms of the underlying debt agreement, any unamortized costs are charged to loss on extinguishment of debt and modification costs (see “Loss on Extinguishment of Debt and Modification Costs” below). For the three months ended September 30, 2023 and 2022, amortization of deferred financing costs of approximately $0.7 million and $0.7 million, respectively, is included in interest expense on the consolidated statements of operations and comprehensive income. For the nine months ended September 30, 2023 and 2022, amortization of deferred financing costs of approximately $2.2 million and $2.0 million, respectively, is included in interest expense on the consolidated statements of operations and comprehensive income.
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Gain (Loss) on Extinguishment of Debt and Modification Costs
Loss on extinguishment of debt and modification costs includes prepayment penalties and defeasance costs incurred on the early repayment of debt, costs incurred in a debt modification that are not capitalized as deferred financing costs and other costs incurred in a debt extinguishment. During the nine months ended September 30, 2023, the Company completed a refinance of The Venue on Camelback and incurred a loss on extinguishment of debt of approximately $0.3 million from a prepayment penalty and deferred financing cost write-off. The Company recognized a gain of approximately $0.4 million for returned fees related to its refinancing activities from 2022. Additionally, the Company incurred a loss on extinguishment of debt of $2.2 million for prepayment penalties and write-off of deferred financing cost relating to the sale and payoff of Silverbook (see Note 3). During the nine months ended September, 2023 and 2022, the Company recognized a loss on extinguishment of debt of approximately $2.1 million and $0.0 million, respectively.
Schedule of Debt Maturities
The aggregate scheduled maturities, including amortizing principal payments, of total debt for the next five calendar years subsequent to September 30, 2023 are as follows (in thousands):
OperatingProperties
Held For SaleProperties
71
2024
301
68,160
68,461
2025
133,378
44,100
218,478
2026
290,324
2027
Thereafter
1,039,072
1,616,406
5. Fair Value of Derivatives and Financial Instruments
Derivative Financial Instruments and Hedging Activities
In the normal course of business, our operations are exposed to market risks, including the effect of changes in interest rates. We may enter into derivative financial instruments to offset this underlying market risk. There have been no significant changes in our policy and strategy from what was disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022.
LIBOR ceased publication on June 30, 2023. On July 1, 2023, LIBOR rates were replaced with SOFR as the reference rate for most LIBOR debt and derivative instruments. For debt instruments that transitioned from LIBOR to SOFR, the adjustment included an increase of 0.11448% to the all-in rate. For the Company's interest rate swaps, the reference transitioned from one-month LIBOR to fallback LIBOR.
As of September 30, 2023, the Company had the following outstanding interest rate swaps that were designated as cash flow hedges of interest rate risk (dollars in thousands):
Effective Date
Termination Date
Counterparty
Notional Amount
Fixed Rate (1)
June 1, 2019
June 1, 2024
KeyBank
50,000
2.0020
Truist
September 1, 2019
September 1, 2026
100,000
1.4620
125,000
1.3020
January 3, 2020
92,500
1.6090
March 4, 2020
June 1, 2026
0.8200
June 1, 2021
200,000
0.8450
0.9530
March 1, 2022
March 1, 2025
145,000
0.5730
105,000
0.6140
1,167,500
1.0682
As of September 30, 2023, the Company had the following interest rate swap that was designated as a cash flow hedge of interest rate risk with future effective date (dollars in thousands):
January 1, 2027
1.7980
12
Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements but either do not meet the strict requirements to apply hedge accounting in accordance with FASB ASC 815, Derivatives and Hedging, or the Company has elected not to designate such derivatives as hedges. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in net income (loss) as interest expense.
As of September 30, 2023 and 2022, the Company had the following interest rate caps outstanding that were not designated as cash flow hedges of interest rate risk (dollars in thousands):
Properties
Notional
Strike Rate
10/1/2024
25,977
4.81
4.99
6.82
6.46
6.07
12/1/2023
46,464
3.37
3.40
31,900
4.40
4.00
1/1/2025
2.74
4/1/2025
3.91
12/1/2025
6.45
6.70
46,088
6.66
2/1/2024
5.18
9/1/2024
6.20
Venue on Camelback
1,386,876
5.82
The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheets as of September 30, 2023 and December 31, 2022 (in thousands):
Asset Derivatives
Liability Derivatives
Balance Sheet Location
Derivatives designated as hedging instruments:
Interest rate swaps
Derivatives not designated as hedging instruments:
Interest rate caps
6,213
7,634
104,834
111,074
13
The tables below present the effect of the Company’s derivative financial instruments on the consolidated statements of operations and comprehensive income for the three and nine months ended September 30, 2023 and 2022 (in thousands):
Amount of gain (loss)recognized in OCI
Location of gain(loss) reclassified from accumulated
Amount of gain (loss)reclassified fromOCI into income
OCI into income
For the three months ended September 30,
Interest rate products
12,054
38,406
12,796
3,468
For the nine months ended September 30,
29,838
105,714
34,658
(1,160
Location of gain(loss)
Amount of gain (loss) recognized in income
recognized inincome
554
2,161
497
3,525
Other Financial Instruments Carried at Fair Value
Redeemable noncontrolling interests in the OP have a redemption feature and are marked to their redemption value if such value exceeds the carrying value of the redeemable noncontrolling interests in the OP (see Note 8). The redemption value is based on the fair value of the Company’s common stock at the redemption date, and therefore, is calculated based on the fair value of the Company’s common stock at the balance sheet date. Since the valuation is based on observable inputs such as quoted prices for similar instruments in active markets, redeemable noncontrolling interests in the OP are classified as Level 2 if they are adjusted to their redemption value.
Financial Instruments Not Carried at Fair Value
At September 30, 2023 and December 31, 2022, the fair values of cash and cash equivalents, restricted cash, accounts receivable, prepaid and other assets, excluding interest rate caps, accounts payable and other accrued liabilities, accrued real estate taxes payable, accrued interest payable, security deposits and prepaid rent approximated their carrying values because of the short-term nature of these instruments. The estimated fair values of other financial instruments were determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is necessary to interpret market data and develop estimated fair values. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company would realize on the disposition of the financial instruments. The use of different market assumptions or estimation methodologies may have a material effect on the estimated fair value amounts.
In calculating the fair value of its long-term indebtedness, the Company used interest rate and spread assumptions that reflect current credit worthiness and market conditions available for the issuance of long-term debt with similar terms and remaining maturities. These financial instruments utilize Level 2 inputs. The table below presents the carrying value (outstanding principal balance) and estimated fair value of our debt at September 30, 2023 and December 31, 2022 (in thousands):
Carrying Value
Estimated Fair Value
Fixed rate debt
30,696
31,857
Floating rate debt (1)
1,582,589
1,361,524
1,647,711
1,506,741
Real estate assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In such cases, the Company will evaluate the recoverability of such real estate assets based on estimated future cash flows and the estimated liquidation value of such real estate assets, and provide for impairment if such undiscounted cash flows are insufficient to recover the carrying amount of the real estate asset. If impaired, the real estate asset will be written down to its estimated fair value. There can be no assurance that the estimates discussed herein, using Level 3 inputs, are indicative of the amounts the Company could realize on disposition of the real estate asset. For the nine months ended September 30, 2023 and 2022, the Company did not record any impairment charges related to real estate assets.
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6. Stockholders’ Equity
During the nine months ended September 30, 2023, the Company issued 124,994 shares of common stock pursuant to its long-term incentive plan (see “Long Term Incentive Plan” below).
As of September 30, 2023, the Company had 25,674,313 shares of common stock, par value $0.01 per share, issued and outstanding.
Share Repurchase Program
On June 15, 2016, the Board authorized the Company to repurchase up to $30.0 million of its common stock, par value $0.01 per share, during a two-year period that was set to expire on June 15, 2018 (the “Share Repurchase Program”). On April 30, 2018, the Board increased the Share Repurchase Program from $30.0 million to up to $40.0 million and extended it by an additional two years to June 15, 2020. On March 13, 2020, the Board further increased the Share Repurchase Program from $40.0 million to up to $100.0 million and extended it to March 12, 2023. On October 24, 2022, the Board authorized the Company to repurchase an indeterminate number of shares of our common stock at an aggregate market value of up to $100.0 million during a two-year period that will expire on October 24, 2024. This authorization replaced the Board's prior authorization. The Company may utilize various methods to affect the repurchases, and the timing and extent of the repurchases will depend upon several factors, including market and business conditions, regulatory requirements and other corporate considerations, including whether the Company’s common stock is trading at a significant discount to net asset value per share. Repurchases under this program may be discontinued at any time. During the nine months ended September 30, 2023, the Company did not make any share repurchases. Since the inception of the Share Repurchase Program through September 30, 2023, the Company has repurchased 2,550,628 shares of its common stock, par value $0.01 per share, at a total cost of approximately $72.4 million, or $28.36 per share on average.
Restricted Stock Units
Under the Company’s 2016 Long Term Incentive Plan (the "2016 LTIP"), restricted stock units may be granted to the Company’s directors, officers and other key employees (and those of the Adviser and the Company’s subsidiaries) and typically vest over a three to five-year period for officers, employees and certain key employees of the Adviser and annually for directors. Beginning on the date of grant, restricted stock units earn dividends that are payable in cash on the vesting date. The following table includes the number of restricted stock units granted to its directors, officers, employees and certain key employees of the Adviser under the 2016 LTIP:
Summary of Grants
February
March
May
2019
186,662
2020
168,183
116,852
285,035
2021
204,663
142,519
260,709
702,027
1,079,588
As of September 30, 2023 and December 31, 2022, the Company had 627,611 and 527,926 unvested units under the 2016 LTIP, respectively.
The following table includes the number of restricted stock units granted, vested, forfeited and outstanding as of September 30, 2023:
Number of Units
Weighted AverageGrant Date Fair Value
Outstanding January 1,
527,926
52.66
Granted
83.88
Vested
(160,811
(1)
52.75
Forfeited
(213
Outstanding September 30,
627,611
47.98
15
The following table contains information regarding the vesting of restricted stock units under the 2016 LTIP for the next five calendar years subsequent to September 30, 2023:
Shares Vesting
132,526
63,329
21,877
217,732
97,635
49,349
168,861
65,939
49,348
115,287
27,048
76,396
2028
49,335
323,148
43,754
As of September 30, 2023, the Company had issued 982,204 shares of common stock under the 2016 LTIP. For the three months ended September 30, 2023 and 2022, the Company recognized approximately $2.5 million and $2.0 million, respectively, of equity-based compensation expense related to grants of restricted stock units. For the nine months ended September 30, 2023 and 2022, the Company recognized approximately $7.0 million and $5.9 million, respectively, of equity-based compensation expense related to grants of restricted stock units. As of September 30, 2023, the Company had recognized a liability of approximately $1.8 million related to dividends earned on restricted stock units that are payable in cash upon vesting.
16
At-the-Market Offering
On March 4, 2020, the Company, the OP and the Adviser entered into separate equity distribution agreements with each of Jefferies LLC (“Jefferies”), Raymond James & Associates, Inc. (“Raymond James”), KeyBanc Capital Markets Inc. (“KeyBanc”) and Truist Securities (f/k/a SunTrust Robinson Humphrey, Inc., “SunTrust,” and together with Jefferies, Raymond James and KeyBanc, the “ATM Sales Agents”), pursuant to which the Company could issue and sell from time to time when an effective registration statement was available shares of the Company’s common stock, par value $0.01 per share, having an aggregate sales price of up to $225,000,000 (the “2020 ATM Program”). Sales of shares of common stock, if any, could be made in transactions that were deemed to be “at the market” offerings, as defined in Rule 415 under the Securities Act, including, without limitation, sales made by means of ordinary brokers’ transactions on the New York Stock Exchange, to or through a market maker at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices based on prevailing market prices. In addition to the issuance and sale of shares of common stock, the Company could enter into forward sale agreements with each of Jefferies, KeyBanc and Raymond James, or their respective affiliates, through the 2020 ATM Program. During the nine months ended September 30, 2022, the Company issued 52,091 shares of common stock at an average price of $83.16 per share for gross proceeds of $4.3 million under the 2020 ATM Program and paid approximately $0.1 million in fees to the 2020 ATM Sales Agents with respect to such sales and incurred other issuance costs of approximately $0.3 million, both of which were netted against the gross proceeds and recorded in additional paid in capital. During the nine months ended September 30, 2023, no shares were issued under the 2020 ATM Program. The following table contains summary information of the 2020 ATM Program since its inception:
Gross proceeds
62,310,967
Common shares issued
1,120,910
Gross average sale price per share
55.59
Sales commissions
934,665
Offering costs
1,353,015
Net proceeds
60,023,287
Average price per share, net
53.55
7. Earnings (Loss) Per Share
Basic earnings (loss) per share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of the Company’s common stock outstanding, which excludes any unvested restricted stock units issued pursuant to the 2016 LTIP. Diluted earnings (loss) per share is computed by adjusting basic loss per share for the dilutive effect of the assumed vesting of restricted stock units. During periods of net loss, the assumed vesting of restricted stock units is anti-dilutive and is not included in the calculation of earnings (loss) per share.
The effect of the conversion of OP Units held by noncontrolling limited partners is not reflected in the computation of basic and diluted earnings (loss) per share as the assumed conversion of these units would have no net impact on the determination of diluted earnings (loss) per share. See Note 8 for additional information.
17
The following table sets forth the computation of basic and diluted loss per share for the periods presented (in thousands, except per share amounts):
Numerator for earnings (loss) per share:
Denominator for earnings (loss) per share:
Weighted average common shares outstanding
Denominator for basic earnings (loss) per share
Weighted average unvested restricted stock units
628
529
581
547
Denominator for diluted earnings (loss) per share
Earnings (loss) per weighted average common share:
Basic
Diluted
8. Noncontrolling Interests
Redeemable Noncontrolling Interests in the OP
The following table sets forth the redeemable noncontrolling interests in the OP for the nine months ended September 30, 2023 (in thousands):
Redeemable noncontrolling interests in the OP, December 31, 2022
Net income attributable to redeemable noncontrolling interests in the OP
Other comprehensive loss attributable to redeemable noncontrolling interests in the OP
(18
Distributions to redeemable noncontrolling interests in the OP
(136
Redemption of operating partnership units of noncontrolling interests
(70
Adjustment to reflect redemption value of redeemable noncontrolling interests in the OP
(840
Redeemable noncontrolling interests in the OP, September 30, 2023
Fees and Reimbursements to BH and its Affiliates
The Company has entered into management agreements with BH Management Services, LLC (“BH”), the Company’s property manager and an independently owned third party, who manages the Company’s properties and supervises the implementation of the Company’s value-add program. BH is an affiliate of BH Equities, LLC and its affiliates (collectively, (“BH Equity"), who was a noncontrolling interest member of the Company’s joint ventures prior to the BH purchase by the Company of 100% of the joint venture interests in the Portfolio owned by BH Equity, representing approximately 8.4% ownership in the portfolio (the “BH Buyout") on June 30, 2017. Through BH Equity’s noncontrolling interests in such joint ventures, BH Equity was deemed to be a related party. With the completion of the BH Buyout, BH Equity is no longer deemed to be a related party. BH Equity became a noncontrolling limited partner of the OP upon execution of the Amendment. BH and its affiliates do not have common ownership in any joint venture with the Adviser; there is also no common ownership between BH and its affiliates and the Adviser.
18
The property management fee paid to BH is approximately 3% of the monthly gross income from each property managed. Currently, BH manages all of the Company’s properties. Additionally, the Company may pay BH certain other fees, including: (1) a fee of $15-25 per unit for the one-time setup and inspection of properties, (2) a construction supervision fee of 5-6% of total project costs, which is capitalized, (3) acquisition fees and due diligence costs reimbursements, and (4) other owner approved fees at $55 per hour. BH also acts as a paymaster for the properties and is reimbursed at cost for various operating expenses it pays on behalf of the properties. The following is a summary of fees that the properties incurred to BH and its affiliates, as well as reimbursements paid to BH from the properties for various operating expenses, for the three and nine months ended September 30, 2023 and 2022 (in thousands):
Fees incurred
Property management fees
2,022
1,953
6,064
5,607
Construction supervision fees
625
606
2,054
1,371
Design fees
27
96
59
142
Acquisition fees
(83
231
Reimbursements
Payroll and benefits
5,300
5,250
16,081
16,053
Other reimbursements
1,399
1,265
4,184
3,426
9. Related Party Transactions
Advisory and Administrative Fee
In accordance with the Advisory Agreement, the Company pays the Adviser an advisory fee equal to 1.00% of the Average Real Estate Assets (as defined below). The duties performed by the Company’s Adviser under the terms of the Advisory Agreement include, but are not limited to: providing daily management for the Company, selecting and working with third party service providers, managing the Company’s properties or overseeing the third party property manager, formulating an investment strategy for the Company and selecting suitable properties and investments, managing the Company’s outstanding debt and its interest rate exposure through derivative instruments, determining when to sell assets, and managing the value-add program or overseeing a third party vendor that implements the value-add program. “Average Real Estate Assets” means the average of the aggregate book value of Real Estate Assets before reserves for depreciation or other non-cash reserves, computed by taking the average of the book value of real estate assets at the end of each month (1) for which any fee under the Advisory Agreement is calculated or (2) during the year for which any expense reimbursement under the Advisory Agreement is calculated. “Real Estate Assets” is defined broadly in the Advisory Agreement to include, among other things, investments in real estate-related securities and mortgages and reserves for capital expenditures (the value-add program). The advisory fee is payable monthly in arrears in cash, unless the Adviser elects, in its sole discretion, to receive all or a portion of the advisory fee in shares of common stock, subject to certain limitations.
In accordance with the Advisory Agreement, the Company also pays the Adviser an administrative fee equal to 0.20% of the Average Real Estate Assets. The administrative fee is payable monthly in arrears in cash, unless the Adviser elects, in its sole discretion, to receive all or a portion of the administrative fee in shares of common stock, subject to certain limitations.
The advisory and administrative fees paid to the Adviser on the Contributed Assets (as defined in the Advisory Agreement) are subject to an annual cap of approximately $5.4 million (the “Contributed Assets Cap”) (see “Expense Cap” below).
Pursuant to the terms of the Advisory Agreement, the Company will reimburse the Adviser for all documented Operating Expenses and Offering Expenses it incurs on behalf of the Company. “Operating Expenses” include legal, accounting, financial and due diligence services performed by the Adviser that outside professionals or outside consultants would otherwise perform, the Company’s pro rata share of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Adviser required for the Company’s operations, and compensation expenses under the 2016 LTIP. Operating Expenses do not include expenses for the advisory and administrative services described in the Advisory Agreement. Certain Operating Expenses, such as the Company’s ratable share of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses incurred by the Adviser or its affiliates that relate to the operations of the Company, may be billed monthly to the Company under a shared services agreement. “Offering Expenses” include all expenses (other than underwriters’ discounts) in connection with an offering, including, without limitation, legal, accounting, printing, mailing and filing fees and other documented offering expenses. For the nine
19
months ended September 30, 2023 and 2022, the Adviser did not bill any Operating Expenses or Offering Expenses to the Company and any such expenses the Adviser incurred during the periods are considered to be permanently waived.
Expense Cap
Pursuant to the terms of the Advisory Agreement, expenses paid or incurred by the Company for operating expenses and advisory and administrative fees payable to the Adviser and Operating Expenses will not exceed 1.5% of Average Real Estate Assets per calendar year (or part thereof that the Advisory Agreement is in effect (the “Expense Cap”)). The Expense Cap does not limit the reimbursement of expenses related to Offering Expenses. The Expense Cap also does not apply to legal, accounting, financial, due diligence and other service fees incurred in connection with mergers and acquisitions, extraordinary litigation or other events outside the Company’s ordinary course of business or any out-of-pocket acquisitions or due diligence expenses incurred in connection with the acquisition or disposition of real estate assets. Also, advisory and administrative fees are further limited on Contributed Assets to approximately $5.4 million in any calendar year. Contributed Assets refers to all Real Estate Assets contributed to the Company as part of its spin-off. The Contributed Assets Cap is not reduced for dispositions of such assets subsequent to its spin-off. Advisory and administrative fees on New Assets are not subject to the above limitation and are based on an annual rate of 1.2% on Average Real Estate Assets, but are subject to the Expense Cap. New Assets are all Real Estate Assets that are not Contributed Assets.
For the three months ended September 30, 2023 and 2022, the Company incurred advisory and administrative fees of $2.0 million and $1.9 million, respectively. For the three months ended September 30, 2023 and 2022, the Adviser elected to voluntarily waive advisory and administrative fees of approximately $5.5 million and $5.5 million, respectively. For the nine months ended September 30, 2023 and 2022, the Company incurred advisory and administrative fees of $5.8 million and $5.6 million, respectively. For the nine months ended September 30, 2023 and 2022, the Adviser elected to voluntarily waive advisory and administrative fees of $16.2 million and $15.5 million, respectively. The advisory and administrative fees waived by the Adviser are considered to be permanently waived for the periods. The Adviser is not contractually obligated to waive fees on New Assets in the future and may cease waiving fees on New Assets at its discretion.
Other Related Party Transactions
The Company has in the past, and may in the future, utilize the services of affiliated parties. For the nine months ended September 30, 2023 and 2022, the Company paid $0.2 and $0.1 million in fees to NexBank Title, Inc. (“NexBank Title”). NexBank Title is an affiliate of the Adviser through common beneficial ownership. NexBank Title provides title insurance and work related to providing title insurance on properties related to acquisitions, dispositions and refinancing transactions. These amounts are either capitalized as real estate assets or deferred financing costs, expensed as loss on extinguishment of debt and modification costs, or expensed as selling costs when determining gain (loss) on sales of real estate, depending on the appropriate accounting as determined for each specific transaction. The Company holds multiple operating accounts at NexBank Capital, Inc. (“NexBank”), an affiliate of the Adviser through common beneficial ownership.
On July 30, 2021, three of our property-owning subsidiaries entered into agreements with NLMF Holdco, LLC, an entity under common control with our Adviser and in which we own a 10% equity interest, to provide faster, more reliable and lower cost internet to our residents. The lease of the fiber facilities and easement is between NLMF Holdco, LLC and NLMF Leaseco, LLC, which is wholly and separately owned by NLMF Leaseco Owner, LLC, which is controlled by Matt McGraner, one of our officers. The fiber management and internet services agreement is managed by NLMF Leaseco, LLC. The Company accounts for its interest in NLMF Holdco, LLC using the equity method of accounting. As of September 30, 2023, the Company has funded approximately $0.3 million to NLMF Holdco, LLC which is included in prepaid and other assets on the consolidated balance sheet of the Company. For the three and nine months ended September 30, 2023, the Company included $0.2 million of NLMF Holdco, LLC net income in equity in earnings of affiliate on the consolidated statement of operations and comprehensive income. The Company incurred expenses of $1.3 million for fiber internet service to NLMF Leaseco, LLC which is included in property operating expenses on the consolidated statement of operations and comprehensive income.
10. Commitments and Contingencies
Commitments
In the normal course of business, the Company enters into various rehabilitation construction related purchase commitments with parties that provide these goods and services. In the event the Company were to terminate rehabilitation construction services prior to the completion of projects, the Company could potentially be committed to satisfy outstanding or uncompleted purchase orders with such parties. As of September 30, 2023, management does not anticipate any material deviations from schedule or budget related to rehabilitation projects currently in process.
The Company’s agreement with NLMF Holdco, LLC may result in additional funding requirements to cover future project costs. The maximum exposure of potential commitments is expected to be no more than $4.0 million. As of September 30, 2023, the Company
20
has funded approximately $0.3 million to NLMF Holdco, LLC which is included in prepaid and other assets on the consolidated balance sheet of the Company.
Contingencies
In the normal course of business, the Company is subject to claims, lawsuits, and legal proceedings. While it is not possible to ascertain the ultimate outcome of all such matters, management believes that the aggregate amount of such liabilities, if any, in excess of amounts provided or covered by insurance, will not have a material adverse effect on the consolidated balance sheets or consolidated statements of operations and comprehensive income of the Company. The Company is not involved in any material litigation nor, to management’s knowledge, is any material litigation currently threatened against the Company or its properties or subsidiaries.
Environmental liabilities could have a material adverse effect on the Company’s business, assets, cash flows or results of operations. As of September 30, 2023, the Company was not aware of any environmental liabilities. There can be no assurance that material environmental liabilities do not exist.
Self-Insurance Program
On March 1, 2021, the Adviser entered into a self-insurance policy resulting in an aggregate amount of $2,468,750 (the “2021 Aggregate Amount”) which is allocated across properties managed by the Adviser with approximately $1.6 million being allocated to the Company. As of December 31, 2021, all of the $1.6 million of the 2021 Aggregate Amount allocated to the Company has been prepaid. For the period from March 1, 2021 to February 28, 2022, the Company incurred claims related to its entire allocated 2021 Aggregate Amount at Old Farm and Silverbrook.
On March 1, 2022, the Adviser entered into a new policy resulting in a new aggregate amount of $2,497,500 (the “2022 Aggregate Amount”) which is allocated across properties managed by the Adviser with approximately $1.8 million being allocated to the Company. From March 1, 2022 to March 31, 2023, the Company incurred claims at Six Forks Station, Parc500, Hollister Place, Versailles, Timber Creek, Venue at 8651, The Preserve at Terrell Mill, High House at Cary and Arbors of Brentwood. As of March 31, 2023, the Company incurred claims related to its entire allocated 2022 Aggregate Amount.
On April 1, 2023, the Adviser entered into a new policy resulting in a new aggregate amount of $2,950,000 (the “2023 Aggregate Amount”) which is allocated across properties managed by the Adviser with approximately $1.8 million being allocated to the Company. As of September 30, 2023, all of the $1.8 million of 2023 Aggregate Amount allocated to the Company has been prepaid by the Company.
11. Subsequent Events
Dividends Declared
On October 30, 2023, the Company’s Board approved a quarterly dividend of $0.46242 per share, payable on December 29, 2023 to stockholders of record on December 15, 2023.
Signed PSA for Timber Creek
The Company has entered into a purchase and sale agreement for $49.0 million dated October 16, 2023 for the sale of Timber Creek. The Company expects to close on the sale before December 31, 2023.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following is a discussion and analysis of our financial condition and our historical results of operations. The following should be read in conjunction with our financial statements and accompanying notes included herein and with our annual report on Form 10-K for the year ended December 31, 2022 (our “Annual Report”), filed with the Securities and Exchange Commission (the “SEC”) on February 24, 2023. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those projected, forecasted, or expected in these forward-looking statements as a result of various factors, including, but not limited to, those discussed below and elsewhere in this quarterly report. See “Cautionary Statement Regarding Forward-Looking Statements” in this report, and “Risk Factors” in Part I, Item 1A, “Risk Factors” of our Annual Report.
Overview
As of September 30, 2023, our Portfolio consisted of 39 multifamily properties primarily located in the Southeastern and Southwestern United States encompassing 14,485 units of apartment space that was approximately 94.0% leased with a weighted average monthly effective rent per occupied apartment unit of $1,507. Substantially all of our business is conducted through the OP. We own the Portfolio through the OP and our TRS. The OP owns approximately 99.9% of the Portfolio; our TRS owns approximately 0.1% of the Portfolio. The OP GP is the sole general partner of the OP. As of September 30, 2023, there were 26,053,988 OP Units outstanding, of which 25,951,154, or 99.6%, were owned by us, and 102,834, or 0.4%, were owned by an unaffiliated limited partner (see Note 8 to our consolidated financial statements).
We are primarily focused on directly or indirectly acquiring, owning, and operating well-located multifamily properties with a value-add component in large cities and suburban submarkets of large cities, primarily in the Southeastern and Southwestern United States. We generate revenue primarily by leasing our multifamily properties. We intend to employ targeted management and a value-add program at a majority of our properties in an attempt to improve rental rates and the net operating income (“NOI”) at our properties and achieve long-term capital appreciation for our stockholders. We are externally managed by the Adviser through the Advisory Agreement, by and among the OP, the Adviser and us. The Advisory Agreement was renewed on February 22, 2023 for a one-year term. The Adviser is wholly owned by NexPoint Advisors, L.P.
We have elected to be taxed as a REIT under Sections 856 through 860 of the Code, and expect to continue to qualify as a REIT. To qualify as a REIT, we must meet a number of organizational and operational requirements, including a requirement that we distribute at least 90% of our REIT taxable income to our stockholders. As a REIT, we will be subject to federal income tax on our undistributed REIT taxable income and net capital gain and to a 4% nondeductible excise tax on any amount by which distributions we pay with respect to any calendar year are less than the sum of (1) 85% of our ordinary income, (2) 95% of our capital gain net income and (3) 100% of our undistributed income from prior years. We believe we qualify for taxation as a REIT under the Code, and we intend to continue to operate in such a manner, but no assurance can be given that we will operate in a manner so as to qualify as a REIT. Taxable income from certain non-REIT activities is managed through a TRS and is subject to applicable federal, state, and local income and margin taxes. We had no significant taxes associated with our TRS for the six months ended June 30, 2023 and 2022.
The macroeconomic environment remains challenging as central banks have continued to rapidly raise interest rates. The rising rate environment, coupled with large bank failures in early 2023 and ongoing economic uncertainty, has limited credit availability to commercial real estate. Less available and more expensive debt capital has had pronounced effects on the capital markets, making property acquisitions and other investments harder to finance. Similar factors also impact the timing of and proceeds generated from asset sales and our ability to obtain debt capital.
On October 16, 2019, Highland, a former affiliate of our Sponsor, filed for Chapter 11 bankruptcy protection with the United States Bankruptcy Court for the District of Delaware (the “Highland Bankruptcy”). On October 15, 2021, Marc S. Kirschner, as litigation trustee of a litigation subtrust formed pursuant to Highland’s plan of reorganization and disclosure statement which became effective on August 11, 2021, filed a lawsuit (the “Bankruptcy Trust Lawsuit”) against various persons and entities, including our Sponsor and James Dondero. In addition, on February 8, 2023, UBS Securities LLC and its affiliate (collectively, “UBS”) filed a lawsuit in the Supreme Court of the State of New York, County of New York against Mr. Dondero and a number of other persons and entities seeking to collect on $1.3 billion in judgments UBS obtained against entities that were managed indirectly by Highland (the “UBS Lawsuit”). Neither the Bankruptcy Trust Lawsuit nor the UBS Lawsuit include claims related to our business or our assets. Our Sponsor and Mr. Dondero have informed us they believe the Bankruptcy Trust Lawsuit has no merit, and Mr. Dondero has informed us he believes the UBS Lawsuit has no merit; we have been advised that the defendants named in each of the lawsuits intend to vigorously defend against the claims. We do not expect the Bankruptcy Trust Lawsuit or the UBS Lawsuit will have a material effect on our business, results of operations or financial condition.
On February 22, 2023, as previously disclosed, the Board formed an independent special committee to oversee a review of the potential impact to the Company of the UBS Lawsuit and the Bankruptcy Trust Lawsuit. The special committee retained Reichman Jorgensen Lehman Feldberg LLP (“Reichman Jorgensen”) as independent legal counsel to advise the special committee on the review. Reichman Jorgensen has reported to the special committee that they have substantially completed their review and found no evidence that the Company engaged in any conduct that would expose it to liability from the UBS Lawsuit or the Bankruptcy Trust Lawsuit. On June 13, 2023, the special committee delivered these findings to the Board. Following the review of the special committee, we reaffirm our expectation that neither the Bankruptcy Trust Lawsuit nor the UBS Lawsuit will have a material effect on our business, results of operations or financial condition.
Components of Our Revenues and Expenses
Rental income. Our earnings are primarily attributable to the rental revenue from our multifamily properties. We anticipate that the leases we enter into for our multifamily properties will typically be for one year or less on average. Also included are utility reimbursements, late fees, pet fees, and other rental fees charged to tenants.
Other income. Other income includes ancillary income earned from tenants such as non-refundable fees, application fees, laundry fees, cable TV income, and other miscellaneous fees charged to tenants.
Property operating expenses. Property operating expenses include property maintenance costs, salary and employee benefit costs, utilities, casualty-related expenses and recoveries and other property operating costs.
Real estate taxes and insurance. Real estate taxes include the property taxes assessed by local and state authorities depending on the location of each property. Insurance includes the cost of commercial, general liability, and other needed insurance for each property.
Property management fees. Property management fees include fees paid to BH, our property manager, or other third party management companies for managing each property (see Note 8 to our consolidated financial statements).
Advisory and administrative fees. Advisory and administrative fees include the fees paid to our Adviser pursuant to the Advisory Agreement (see Note 9 to our consolidated financial statements).
Corporate general and administrative expenses. Corporate general and administrative expenses include, but are not limited to, audit fees, legal fees, listing fees, board of director fees, equity-based compensation expense, investor relations costs and payments of reimbursements to our Adviser for operating expenses. Corporate general and administrative expenses and the advisory and administrative fees paid to our Adviser (including advisory and administrative fees on properties defined in the Advisory Agreement as New Assets) will not exceed 1.5% of Average Real Estate Assets per calendar year (or part thereof that the Advisory Agreement is in effect), calculated in accordance with the Advisory Agreement, or the Expense Cap. The Expense Cap does not limit the reimbursement by us of expenses related to securities offerings paid by our Adviser. The Expense Cap also does not apply to legal, accounting, financial, due diligence, and other service fees incurred in connection with mergers and acquisitions, extraordinary litigation, or other events outside our ordinary course of business or any out-of-pocket acquisition or due diligence expenses incurred in connection with the acquisition or disposition of real estate assets. Additionally, in the sole discretion of the Adviser, the Adviser may elect to waive certain advisory and administrative fees otherwise due. If advisory and administrative fees are waived in a period, the waived fees for that period are considered to be waived permanently and the Adviser may not be reimbursed in the future.
Property general and administrative expenses. Property general and administrative expenses include the costs of marketing, professional fees, general office supplies, and other administrative related costs of each property.
Depreciation and amortization. Depreciation and amortization costs primarily include depreciation of our multifamily properties and amortization of acquired in-place leases.
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Other Income and Expense
Interest expense. Interest expense primarily includes the cost of interest expense on debt, the amortization of deferred financing costs and the related impact of interest rate derivatives used to manage our interest rate risk.
Loss on extinguishment of debt and modification costs. Loss on extinguishment of debt and modification costs includes prepayment penalties and defeasance costs, the write-off of unamortized deferred financing costs and fair market value adjustments of assumed debt related to the early repayment of debt, costs incurred in a debt modification that are not capitalized as deferred financing costs and other costs incurred in a debt extinguishment.
Casualty losses. Casualty losses include expenses resulting from damages from an unexpected and unusual event such as a natural disaster. Expenses can include additional payments on insurance premiums, impairment recognized on a property, and other abnormal expenses arising from the related event.
Gain on forfeited deposits. Gain on forfeited deposits includes proceeds received from terminated purchase and sale agreements in which the buyer forfeited the deposits to the Company.
Miscellaneous income. Miscellaneous income includes proceeds received from insurance for business interruption involving the loss of rental income at a property that has temporarily suspended operations due to an unexpected and unusual event.
Gain on sales of real estate. Gain on sales of real estate includes the gain recognized upon sales of properties. Gain on sales of real estate is calculated by deducting the carrying value of the real estate and costs incurred to sell the properties from the sales prices of the properties.
Results of Operations for the Three and Nine Months Ended September 30, 2023 and 2022
The three months ended September 30, 2023 as compared to the three months ended September 30, 2022
The following table sets forth a summary of our operating results for the three months ended September 30, 2023 and 2022 (in thousands):
$ Change
1,787
(59,469
(57,082
(2,387
(600
42,490
(5,821
Casualty loss
(54
Loss on extinguishment of debt and modification costs
34,477
131
34,346
The change in our net income for the three months ended September 30, 2023 as compared to our net loss for the three months ended September 30, 2022 primarily relates to an increase in total revenues and a gain on sale of real estate, partially offset by an increase in total operating expenses.
Rental income. Rental income was $67.9 million for the three months ended September 30, 2023 compared to $66.5 million for the three months ended September 30, 2022, which was an increase of approximately $1.4 million. The increase between the periods was primarily due to a 25.2% increase in the weighted average monthly effective rent per occupied apartment unit in our Portfolio to $1,507 as of September 30, 2023 from $1,204 as of September 30, 2022. The increase in effective rent was primarily driven by the value-add program that we have implemented and organic growth in rents in the markets where our properties are located.
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Other income. Other income was $2.0 million for the three months ended September 30, 2023 compared to $1.6 million for the three months ended September 30, 2022, which was an increase of approximately $0.4 million. The increase between the periods was primarily due to an increase in internet and tech income.
Property operating expenses. Property operating expenses were $15.3 million for the three months ended September 30, 2023 compared to $12.4 million for the three months ended September 30, 2022, which was an increase of approximately $2.9 million. The increase between periods was primarily due to an increase of approximately $1.8 million in casualty losses and $1.1 million increase in all other property operating expenses.
Real estate taxes and insurance. Real estate taxes and insurance costs were $8.8 million for the three months ended September 30, 2023 compared to $9.4 million for the three months ended September 30, 2022, which was a decrease of approximately $0.6 million. The decrease between the periods was primarily due to our acquisition and disposition activity in 2022 and 2023 and the timing of the transactions. The decrease between the periods was mainly attributable to an increase in property tax refunds of approximately $0.7 million. The Company completed a sale of Hollister Place in the fourth quarter of 2022 and Silverbrook in the third quarter of 2023, which led to decreases in property taxes and insurance for the three months ended September 30, 2023 as compared to 2022.
Property management fees. Property management fees were $2.0 million for the three months ended September 30, 2023 compared to $2.0 million for the three months ended September 30, 2022 which was flat. Property management fees are primarily based on total revenues.
Advisory and administrative fees. Advisory and administrative fees were $2.0 million for the three months ended September 30, 2023 compared to $1.9 million for the three months ended September 30, 2022. For the three months ended September 30, 2023 and 2022, our Adviser elected to voluntarily waive the advisory and administrative fees of approximately $5.5 million and $5.5 million and are considered permanently waived. Our Adviser is not contractually obligated to waive fees on New Assets in the future and may cease waiving fees on New Assets at its discretion. Advisory and administrative fees may increase in future periods as we acquire additional properties, which will be classified as New Assets.
Corporate general and administrative expenses. Corporate general and administrative expenses were $4.9 million for the three months ended September 30, 2023 compared to $3.8 million for the three months ended September 30, 2022, which was an increase of approximately $1.1 million. The increase between the periods was primarily due to increases of $0.5 million in stock compensation expense and a $0.2 million increase in other professional fees.
Property general and administrative expenses. Property general and administrative expenses were $2.6 million for the three months ended September 30, 2023 compared to $2.4 million for the three months ended September 30, 2022, which was an increase.
Depreciation and amortization. Depreciation and amortization costs were $23.8 million for the three months ended September 30, 2023 compared to $25.2 million for the three months ended September 30, 2022, which was a decrease of approximately $1.4 million. The decrease between the periods was primarily due to a decrease of $1.3 million in amortization of intangible lease assets and a decrease in depreciation expense of approximately $0.1 million, which was primarily due to our acquisition activity in 2022 and 2023 and the timing of the transactions, as described above. Additionally, the Company has four properties classified as held for sale, which the Company does not depreciate. The amortization of intangible lease assets over a six-month period from the date of acquisition is expected to increase the amortization expense during the year of acquisition for each property.
Interest expense. Interest expense was $17.6 million for the three months ended September 30, 2023 compared to $11.8 million for the three months ended September 30, 2022, which was an increase of approximately $5.8 million. There were increases in interest on debt of approximately $12.4 million and interest rate caps market-to-market gain of approximately $2.7 million and a decrease in interest rate swap expense of approximately $9.3 million. The following table details the various costs included in interest expense for the three months ended September 30, 2023 and 2022 (in thousands):
Interest on debt
29,091
16,661
12,430
Amortization of deferred financing costs
738
734
Interest rate swaps - effective portion
(12,796
(3,468
(9,328
Interest rate caps mark-to-market (gain)
(2,161
2,715
17,587
11,766
5,821
25
The nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022
The following table sets forth a summary of our operating results for the nine months ended September 30, 2023 and 2022 (in thousands):
14,031
(175,096
(173,775
(1,321
12,710
55,800
(14,046
Casualty gains (loss)
(1,337
354
(Gain) loss on extinguishment of debt and modification costs
39,105
145
38,960
The change in our net income for the nine months ended September 30, 2023 as compared to the net loss for the nine months ended September 30, 2022 primarily relates to a decrease in casualty gains and increase in interest expense, partially offset by an increase in total revenues, gain on sales of real estate and a decrease in operating expenses.
Rental income. Rental income was $203.2 million for the nine months ended September 30, 2023 compared to $189.9 million for the nine months ended September 30, 2022, which was an increase of approximately $13.3 million. The increase between the periods was primarily due to a 25.2% increase in the weighted average monthly effective rent per occupied apartment unit in our Portfolio to $1,507 as of September 30, 2023 from $1,204 as of September 30, 2022. The increase in effective rent was primarily driven by the value-add program that we have implemented and organic growth in rents in the markets where our properties are located.
Other income. Other income was $5.4 million for the nine months ended September 30, 2023 compared to $4.7 million for the nine months ended September 30, 2022, which was an increase of approximately $0.7 million. The increase between the periods was primarily due to a $1.7 million increase in internet and tech income partially offset by a $1.3 million decrease in cable income.
Property operating expenses. Property operating expenses were $44.1 million for the nine months ended September 30, 2023 compared to $42.7 million for the nine months ended September 30, 2022, which was an increase of approximately $1.4 million. The increase between the periods was primarily due to our acquisition activity in 2023 and 2022 and the timing of the transactions. The increase between the periods was also due to an increase in water and sewer expense of $0.3 million and an increase in technical maintenance salaries of $0.8 million.
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Real estate taxes and insurance. Real estate taxes and insurance costs were $28.2 million for the nine months ended September 30, 2023 compared to $27.7 million for the nine months ended September 30, 2022, which was an increase of approximately $0.5 million. The increase between the periods was primarily due to a $1.2 million, or 5.0%, increase in property taxes. Property taxes incurred in the first year of ownership may be significantly less than subsequent years since the purchase price of the property may trigger a significant increase in assessed value by the taxing authority in subsequent years, increasing the cost of real estate taxes.
Property management fees. Property management fees were $6.1 million for the nine months ended September 30, 2023 and $5.6 million for the nine months ended September 30, 2022. Property management fees are primarily based on total revenues.
Advisory and administrative fees. Advisory and administrative fees were $5.8 million for the nine months ended September 30, 2023 and $5.6 million for the nine months ended September 30, 2022 which was an increase of approximately $0.2 million. For the nine months ended September 30, 2023 and 2022, our Adviser elected to voluntarily waive the advisory and administrative fees of approximately $16.2 million and $15.5 million and are considered permanently waived. Our Adviser is not contractually obligated to waive fees on New Assets in the future and may cease waiving fees on New Assets at its discretion. Advisory and administrative fees may increase in future periods as we acquire additional properties, which will be classified as New Assets.
Corporate general and administrative expenses. Corporate general and administrative expenses were $12.9 million for the nine months ended September 30, 2023 compared to $11.1 million for the nine months ended September 30, 2022, which was an increase of approximately $1.8 million. The increase was primarily due to an increase in stock compensation expense of $1.0 million.
Property general and administrative expenses. Property general and administrative expenses were $7.1 million for the nine months ended September 30, 2023 compared to $6.6 million for the nine months ended September 30, 2022, which was an increase of approximately $0.5 million. The increase was primarily due to an increase in centralized services of $0.6 million.
Depreciation and amortization. Depreciation and amortization costs were $70.9 million for the nine months ended September 30, 2023 compared to $74.5 million for the nine months ended September 30, 2022, which was a decrease of approximately $3.6 million. The decrease between the periods was primarily due an decrease in amortization of intangible lease assets of $4.1 million and an increase of $0.6 million in depreciation expense, which was primarily due to our disposition activity in 2023 (Silverbrook). Additionally, the Company has four properties classified as held for sale in which it does not depreciate.
Interest expense. Interest expense was $48.9 million for the nine months ended September 30, 2023 compared to $34.8 million for the nine months ended September 30, 2022, which was an increase of approximately $14.1 million. The increase between the periods was primarily due an increase in interest on debt of $46.7 million as a result of increased interest rates and an increase on interest rate caps market-to-market gain of $3.0 million partially offset by decreases in interest rate swap expense of $35.8 million. The following table details the various costs included in interest expense for the nine months ended September 30, 2023 and 2022 (in thousands):
81,791
35,136
46,655
2,213
180
(34,658
1,160
(35,818
(496
(3,525
3,029
48,850
14,046
Casualty gain (loss). Casualty loss was $1.0 million compared to a $0.4 million casualty gain for the nine months ended September 30, 2023 and 2022, respectively. The increase in casualty loss between periods of $1.4
million is attributable to the Company's casualty events and the timing.
Non-GAAP Measurements
Net Operating Income and Same Store Net Operating Income
NOI is a non-GAAP financial measure of performance. NOI is used by investors and our management to evaluate and compare the performance of our properties to other comparable properties, to determine trends in earnings and to compute the fair value of our properties as NOI is calculated by adjusting net income (loss) to add back (1) interest expense (2) advisory and administrative fees, (3) the impact of: (a) depreciation and amortization expenses and (b) gains or losses from the sale of operating real estate assets that are included in net income (loss) computed in accordance with GAAP, (4) corporate general and administrative expenses, (5) other gains and losses that are specific to us including loss on extinguishment of debt and modification costs, (6) casualty-related expenses/(recoveries) and casualty gains (losses), (7) gain (loss) on extinguishment of debt and modification costs that are not reflective of continuing operations of the properties, (8) gain on forfeited deposits, (9) property general and administrative expenses that are not reflective of the continuing operations of the properties or are incurred on behalf of the Company at the property for expenses such as legal, professional, centralized leasing service and franchise tax fees and (10) equity in earnings of affiliates.
The cost of funds is eliminated from net income (loss) because it is specific to our particular financing capabilities and constraints. The cost of funds is also eliminated because it is dependent on historical interest rates and other costs of capital as well as past decisions made by us regarding the appropriate mix of capital, which may have changed or may change in the future. Corporate general and administrative expenses, and non-operating fees to affiliates and equity in earnings of affiliates are eliminated because they do not reflect continuing operating costs of the property owner. Depreciation and amortization expenses as well as gains or losses from the sale of operating real estate assets are eliminated because they may not accurately represent the actual change in value in our multifamily properties that result from use of the properties or changes in market conditions. While certain aspects of real property do decline in value over time in a manner that is reasonably captured by depreciation and amortization, the value of the properties as a whole have historically increased or decreased as a result of changes in overall economic conditions instead of from actual use of the property or the passage of time. Gains and losses from the sale of real property vary from property to property and are affected by market conditions at the time of sale, which will usually change from period to period. Casualty-related expenses and recoveries are excluded because they do not reflect continuing operating costs of the property owner. Entity level general and administrative expenses incurred at the properties are eliminated as they are specific to the way in which we have chosen to hold our properties and are the result of our ownership structuring. Also, expenses that are incurred upon acquisition of a property do not reflect continuing operating costs of the property owner. These gains and losses can create distortions when comparing one period to another or when comparing our operating results to the operating results of other real estate companies that have not made similarly timed purchases or sales. We believe that eliminating these items from net income (loss) is useful because the resulting measure captures the actual ongoing revenue generated and actual expenses incurred in operating our properties as well as trends in occupancy rates, rental rates and operating costs.
However, the usefulness of NOI is limited because it excludes corporate general and administrative expenses, interest expense, loss on extinguishment of debt and modification costs, certain fees to affiliates such as advisory and administrative fees, depreciation and amortization expense and gains or losses from the sale of properties, and other gains and losses as determined under GAAP, the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties, all of which are significant economic costs. NOI may fail to capture significant trends in these components of net income, which further limits its usefulness.
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NOI is a measure of the operating performance of our properties but does not measure our performance as a whole. NOI is therefore not a substitute for net income (loss) as computed in accordance with GAAP. This measure should be analyzed in conjunction with net income (loss) computed in accordance with GAAP and discussions elsewhere in “—Results of Operations” regarding the components of net income (loss) that are eliminated in the calculation of NOI. Other companies may use different methods for calculating NOI or similarly entitled measures and, accordingly, our NOI may not be comparable to similarly entitled measures reported by other companies that do not define the measure exactly as we do.
We define “Same Store NOI” as NOI for our properties that are comparable between periods. We view Same Store NOI as an important measure of the operating performance of our properties because it allows us to compare operating results of properties owned for the entirety of the current and comparable periods and therefore eliminates variations caused by acquisitions or dispositions during the periods.
NOI and Same Store NOI for the Three and Nine Months Ended September 30, 2023 and 2022
The following table, which has not been adjusted for the effects of noncontrolling interests, reconciles our NOI and our Same Store NOI for the three and nine months ended September 30, 2023 and 2022 to net loss, the most directly comparable GAAP financial measure (in thousands):
Adjustments to reconcile net income (loss) to NOI:
Advisory and administrative fees
4,752
12,743
Casualty-related expenses/(recoveries)
(24
(2,966
(1,332
672
Casualty loss (gain)
980
(357
1,139
867
2,696
2,410
2,215
2,093
NOI
42,143
40,014
125,242
115,657
Less Non-Same Store
(7,920
(9,025
(32,626
(31,913
Operating expenses
4,230
4,705
15,401
15,084
(5
(110
(129
(327
Same Store NOI
38,448
35,584
107,888
98,501
29
Net Operating Income for Our Q3 Same Store and Non-Same Store Properties for the Three Months Ended September 30, 2023 and 2022
There are 35 properties encompassing 12,917 units of apartment space in our same store pool for the three months ended September 30, 2023 and 2022 (our “Q3 Same Store” properties). Our Q3 Same Store properties exclude the following four properties in our Portfolio as of September 30, 2023: Old Farm, Stone Creek at Old Farm, Timber Creek and Radbourne Lake, as well as the 67 units that are currently down (see Note 3).
The following table reflects the revenues, property operating expenses and NOI for the three months ended September 30, 2023 and 2022 for our Q3 Same Store and Non-Same Store properties (dollars in thousands):
% Change
Same Store
60,275
57,643
2,632
4.6
1,489
1,383
106
7.7
Same Store revenues
61,764
59,026
2,738
Non-Same Store
7,595
8,857
(1,262
-14.2
325
157
N/M
Non-Same Store revenues
7,920
9,025
(1,105
-12.2
69,684
1,633
2.4
Property operating expenses (1)
12,771
12,892
(121
-0.9
7,675
7,680
-0.1
Property management fees (2)
1,773
1,688
85
5.0
Property general and administrative expenses (3)
1,235
1,270
(35
-2.8
Same Store operating expenses
23,454
23,530
-0.3
Property operating expenses (4)
2,575
5.4
1,157
1,739
(582
-33.5
258
272
(14
-5.1
Property general and administrative expenses (5)
240
(10
-4.0
Non-Same Store operating expenses
(475
-10.1
Total operating expenses
27,684
28,235
(551
-2.0
138
88
50
110
(105
Total operating income
143
(55
-27.8
2,864
8.0
3,695
4,430
(735
-16.6
Total NOI
2,129
5.3
30
See reconciliation of net income (loss) to NOI above under “NOI and Same Store NOI for the Three and Nine Months Ended September 30, 2023 and 2022.”
Q3 Same Store Results of Operations for the Three Months Ended September 30, 2023 and 2022
As of September 30, 2023, our Q3 Same Store properties were approximately 93.9% leased with a weighted average monthly effective rent per occupied apartment unit of $1,529. As of September 30, 2022, our Q3 Same Store properties were approximately 94.0% leased with a weighted average monthly effective rent per occupied apartment unit of $1,483. For our Q3 Same Store properties, we recorded the following operating results for the three months ended September 30, 2023 as compared to the three months ended September 30, 2022:
Rental income. Rental income was $60.3 million for the three months ended September 30, 2023 compared to $57.6 million for the three months ended September 30, 2022, which was an increase of approximately $2.7 million, or 4.6%. The majority of the increase is related to a 3.1% increase in the weighted average monthly effective rent per occupied apartment unit to $1,529 as of September 30, 2023 from $1,483 as of September 30, 2022, partially offset by a 0.1% decrease in occupancy.
Other income. Other income was $1.5 million for the three months ended September 30, 2023, compared to $1.4 million for the three months ended September 30, 2022, which was an increase of $0.1 million, or 7.6%. The majority of the increase is related to a $0.1 million increase in miscellaneous income.
Property operating expenses. Property operating expenses were $12.8 million for the three months ended September 30, 2023 compared to $12.9 million for the three months ended September 30, 2022, which was an decrease of $0.1 million, or 0.9%. The majority of the decrease is related to a $0.3 million, or 6.5% decrease in repair and maintenance costs partially offset by a $0.2 million, or 6.6% increase in utilities.
Real estate taxes and insurance. Real estate taxes and insurance costs were $7.7 million for the three months ended September 30, 2023 compared to $7.7 million for the three months ended September 30, 2022, which remained flat.
Property management fees. Property management fees were $1.8 million for the three months ended September 30, 2023 compared to $1.7 million for the three months ended September 30, 2022, which was an increase of approximately $0.1 million. The increase between the periods was primarily due to an increase in revenues, which the fee is primarily based on.
Property general and administrative expenses. Property general and administrative expenses were $1.2 million for the three months ended September 30, 2023 compared to $1.3 million for the three months ended September 30, 2022, which was an decrease of approximately $0.1 million. The decrease between periods was primarily due to a decrease in marketing expense.
31
Net Operating Income for Our Same Store and Non-Same Store Properties for the Nine Months Ended September 30, 2023 and 2022
There are 33 properties encompassing 12,355 units of apartment space in our same store pool for the nine months ended September 30, 2023 and 2022 (our “Same Store” properties). Our Same Store properties exclude the following six properties in our Portfolio as of September 30, 2023: Old Farm, Stone Creek at Old Farm, Timber Creek, Radbourne Lake, The Adair, and Estates on Maryland, as well as the 67 units that are currently down (see Note 3).
The following table reflects the revenues, property operating expenses and NOI for the nine months ended September 30, 2023 and 2022 for our Same Store and Non-Same Store properties (dollars in thousands):
171,589
158,615
12,974
8.2
4,265
4,075
190
4.7
175,854
162,690
13,164
8.1
31,628
31,334
294
0.9
998
579
419
32,626
31,913
713
2.2
208,480
13,877
7.1
36,828
34,303
2,525
7.4
23,271
22,062
1,209
5.5
5,090
4,684
406
8.7
3,528
3,339
189
5.7
68,717
64,388
4,329
6.7
8,584
7,694
890
11.6
4,915
5,608
(693
-12.4
999
945
54
903
837
66
7.9
317
2.1
84,118
79,472
4,646
5.8
751
199
552
327
(198
67.3
9,387
9.5
17,354
17,156
1.2
9,585
8.3
32
See reconciliation of net loss to NOI above under “NOI and Same Store NOI for the Three and Nine Months Ended September 30, 2023 and 2022.”
Same Store Results of Operations for the Nine Months Ended September 30, 2023 and 2022
As of September 30, 2023, our Same Store properties were approximately 93.9% leased with a weighted average monthly effective rent per occupied apartment unit of $1,524. As of September 30, 2022, our Same Store properties were approximately 94.0% leased with a weighted average monthly effective rent per occupied apartment unit of $1,479. For our Same Store properties, we recorded the following operating results for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022:
Rental income. Rental income was $171.6 million for the nine months ended September 30, 2023 compared to $158.6 million for the nine months ended September 30, 2022, which was an increase of approximately $13.0 million, or 8.2%. The majority of the increase is related to a 3.0% increase in the weighted average monthly effective rent per occupied apartment unit to $1,524 as of September 30, 2023 from $1,479 as of September 30, 2022, partially offset by a 0.1% decrease in occupancy.
Other income. Other income was $4.3 million for the nine months ended September 30, 2023 compared to $4.1 million for the nine months ended September 30, 2022, which was an increase of approximately $0.2 million, or 4.6%. The majority of the increase is related to a $0.2 million increase in miscellaneous income.
Property operating expenses. Property operating expenses were $36.8 million for the nine months ended September 30, 2023 compared to $34.3 million for the nine months ended September 30, 2022, which was an increase of approximately $2.5 million, or 7.4%. The majority of the increase is related to a $1.1 million, or 7.8%, increase in repairs and maintenance and a $1.0 million, or 7.8%, increase in payroll.
Real estate taxes and insurance. Real estate taxes and insurance costs were $23.3 million for the nine months ended September 30, 2023 compared to $22.1 million for the nine months ended September 30, 2022, which was an increase of approximately $1.2 million. The majority of the increase is related to a $1.0 million, or 5.4%, increase in property tax. Additionally, insurance expense increased by $0.2 million, or 6.0%.
Property management fees. Property management fees were $5.1 million for the nine months ended September 30, 2023 compared to $4.7 million for the nine months ended September 30, 2022, which was an increase of approximately $0.4 million, or 8.7%. The majority of the increase is related to a $13.0 million, or 8.2%, increase in rental income, which the fee is primarily based on.
Property general and administrative expenses. Property general and administrative expenses were $3.5 million for the nine months ended September 30, 2023 compared to $3.3 million for the nine months ended September 30, 2022, which was an increase of approximately $0.2 million. The majority of the increase was related to increases in office operations expense.
33
FFO, Core FFO and AFFO
We believe that net income (loss), as defined by GAAP, is the most appropriate earnings measure. We also believe that funds from operations (“FFO”), as defined by the National Association of Real Estate Investment Trusts (“NAREIT”), core funds from operations (“Core FFO”) and adjusted funds from operations (“AFFO”) are important non-GAAP supplemental measures of operating performance for a REIT.
Since the historical cost accounting convention used for real estate assets requires depreciation except on land, such accounting presentation implies that the value of real estate assets diminishes predictably over time. However, since real estate values have historically risen or fallen with market and other conditions, presentations of operating results for a REIT that use historical cost accounting for depreciation could be less informative. Thus, NAREIT created FFO as a supplemental measure of operating performance for REITs that excludes historical cost depreciation and amortization, among other items, from net income (loss), as defined by GAAP. FFO is defined by NAREIT as net income (loss) computed in accordance with GAAP, excluding gains or losses from real estate dispositions, plus real estate depreciation and amortization. We compute FFO attributable to common stockholders in accordance with NAREIT’s definition. Our presentation differs slightly in that we begin with net income (loss) before adjusting for amounts attributable to redeemable noncontrolling interests in the OP and we show the combined amounts attributable to such noncontrolling interests as an adjustment to arrive at FFO attributable to common stockholders.
Core FFO makes certain adjustments to FFO, which are either not likely to occur on a regular basis or are otherwise not representative of the ongoing operating performance of our Portfolio. Core FFO adjusts FFO to remove items such casualty-related expenses and recoveries and gains or losses, gain (loss) on extinguishment of debt and modification costs that are not reflective of continuing operations of the properties, gain on forfeited deposits, the amortization of deferred financing costs incurred in connection with obtaining short-term debt financing, and the noncontrolling interests (as described above) related to these items. We believe Core FFO is useful to investors as a supplemental gauge of our operating performance and is useful in comparing our operating performance with other REITs that are not as involved in the aforementioned activities.
AFFO makes certain adjustments to Core FFO in order to arrive at a more refined measure of the operating performance of our Portfolio. There is no industry standard definition of AFFO and practice is divergent across the industry. AFFO adjusts Core FFO to remove items such as equity-based compensation expense and the amortization of deferred financing costs incurred in connection with obtaining long-term debt financing, and the noncontrolling interests (as described above) related to these items. We believe AFFO is useful to investors as a supplemental gauge of our operating performance and is useful in comparing our operating performance with other REITs that are not as involved in the aforementioned activities.
The effect of the conversion of OP Units held by noncontrolling limited partners is not reflected in the computation of basic and diluted FFO, Core FFO and AFFO per share, as they are exchangeable for common stock on a one-for-one basis. The FFO, Core FFO and AFFO allocable to such units is allocated on this same basis and reflected in the adjustments for noncontrolling interests in the table below. As such, the assumed conversion of these units would have no net impact on the determination of diluted FFO, Core FFO and AFFO per share. See Note 8 to our consolidated financial statements for additional information.
We believe that the use of FFO, Core FFO and AFFO, combined with the required GAAP presentations, improves the understanding of operating results of REITs among investors and makes comparisons of operating results among such companies more meaningful. While FFO, Core FFO and AFFO are relevant and widely used measures of operating performance of REITs, they do not represent cash flows from operations or net income (loss) as defined by GAAP and should not be considered as an alternative or substitute to those measures in evaluating our liquidity or operating performance. FFO, Core FFO and AFFO do not purport to be indicative of cash available to fund our future cash requirements. Further, our computation of FFO, Core FFO and AFFO may not be comparable to FFO, Core FFO and AFFO reported by other REITs that do not define FFO in accordance with the current NAREIT definition or that interpret the current NAREIT definition or define Core FFO or AFFO differently than we do.
34
The following table reconciles our calculations of FFO, Core FFO and AFFO to net loss, the most directly comparable GAAP financial measure, for the three and nine months ended September 30, 2023 and 2022 (in thousands, except per share amounts):
% Change (1)
-4.8
0.0
Adjustment for noncontrolling interests
(99
(205
(228
FFO attributable to common stockholders
14,530
24,526
53,652
61,169
-12.3
FFO per share - basic
0.57
0.96
2.09
2.39
-12.6
FFO per share - diluted
0.55
0.94
2.05
2.34
Casualty losses (gains)
Amortization of deferred financing costs - acquisition term notes
281
991
786
26.1
(9
(11
(3
Core FFO attributable to common stockholders
17,142
21,852
56,123
62,267
-9.9
Core FFO per share - basic
0.67
0.85
2.19
2.43
Core FFO per share - diluted
0.65
0.84
2.14
2.38
Amortization of deferred financing costs - long term debt
408
453
1,222
1,247
Equity-based compensation expense
2,494
2,025
5,906
17.8
(31
(27
14.8
AFFO attributable to common stockholders
20,033
24,320
64,269
69,393
-7.4
AFFO per share - basic
0.78
0.95
2.51
2.71
AFFO per share - diluted
0.76
0.93
2.45
2.65
-7.5
0.1
26,127
26,177
0.2
Dividends declared per common share
0.42
0.38
1.26
1.14
10.5
Net income (loss) Coverage - diluted
3.05x
-0.05x
0.79x
-0.45x
275.6
FFO Coverage - diluted
1.32x
2.47x
1.63x
2.05x
-20.7
Core FFO Coverage - diluted
1.55x
2.20x
1.70x
2.09x
-18.6
AFFO Coverage - diluted
1.81x
2.45x
1.94x
2.32x
-16.4
35
FFO was $14.5 million for the three months ended September 30, 2023 compared to $24.5 million for the three months ended September 30, 2022, which was a decrease of approximately $10.0 million. The change in our FFO between the periods primarily relates to an increase in total revenues of $1.8 million, offset by an increase in interest expense of $12.4 million..
Core FFO was $17.1 million for the three months ended September 30, 2023 compared to $21.9 million for the three months ended September 30, 2022, which was a decrease of approximately $4.8 million. The change in our Core FFO between the periods primarily relates to a decrease in FFO, partially offset by an increase in loss on extinguishment of debt and modification costs of $2.2 million.
AFFO was $20.0 million for the three months ended September 30, 2023 compared to $24.3 million for the three months ended September 30, 2022, which was a decrease of approximately $4.3 million. The change in our AFFO between the periods primarily relates to an decrease in Core FFO partially offset by an increase in equity-based compensation expense of $0.5 million.
FFO was $53.7 million for the nine months ended September 30, 2023 compared to $61.2 million for the nine months ended September 30, 2022, which was a decrease of approximately $7.5 million. The change in our FFO between the periods primarily relates to an increase in total revenues of $14.0 million, offset by an increase in interest expense of $14.0 million.
Core FFO was $56.1 million for the nine months ended September 30, 2023 compared to $62.3 million for the nine months ended September 30, 2022, which was a decrease of approximately $6.2 million. The change in our Core FFO between the periods primarily relates to a decrease in FFO, partially offset by an increase in loss on extinguishment of debt and modification costs of $2.1 million.
AFFO was $64.3 million for the nine months ended September 30, 2023 compared to $69.4 million for the nine months ended September 30, 2022, which was a decrease of approximately $5.1 million. The change in our AFFO between the periods primarily relates to a decrease in Core FFO partially offset by an increase of equity-based compensation expense of $1.1 million.
Liquidity and Capital Resources
Our short-term liquidity requirements consist primarily of funds necessary to pay for debt maturities, operating expenses and other expenditures directly associated with our multifamily properties, including:
We expect to meet our short-term liquidity requirements generally through net cash provided by operations and existing cash balances and any unused capacity on the Corporate Credit Facility. As of September 30, 2023, we had approximately $2.7 million of renovation value-add reserves for our planned capital expenditures to implement our value-add program. Renovation value-add reserves are not required to be held in escrow by a third party. We may reallocate these funds, at our discretion, to pursue other investment opportunities or meet our short-term liquidity requirements.
Our long-term liquidity requirements consist primarily of funds necessary to pay for the costs of acquiring additional multifamily properties, renovations and other capital expenditures to improve our multifamily properties and scheduled debt payments and distributions. We expect to meet our long-term liquidity requirements through various sources of capital, which may include a revolving credit facility and future debt or equity issuances, existing working capital, net cash provided by operations, long-term mortgage indebtedness and other secured and unsecured borrowings, and property dispositions. However, there are a number of factors that may have a material adverse effect on our ability to access these capital sources, including the state of overall equity and credit markets, our degree of leverage, our unencumbered asset base and borrowing restrictions imposed by lenders (including as a result of any failure to comply with financial covenants in our existing and future indebtedness), general market conditions for REITs, our operating
performance and liquidity, market perceptions about us and restrictions on sales of properties under the Code. The success of our business strategy will depend, in part, on our ability to access these various capital sources.
In addition to our value-add program, our multifamily properties will require periodic capital expenditures and renovation to remain competitive. Also, acquisitions, redevelopments, or expansions of our multifamily properties will require significant capital outlays. Long-term, we may not be able to fund such capital improvements solely from net cash provided by operations because we must distribute annually at least 90% of our REIT taxable income, determined without regard to the deductions for dividends paid and excluding net capital gains, to qualify and maintain our qualification as a REIT, and we are subject to tax on any retained income and gains. As a result, our ability to fund capital expenditures, acquisitions, or redevelopment through retained earnings long-term is limited. Consequently, we expect to rely heavily upon the availability of debt or equity capital for these purposes. If we are unable to obtain the necessary capital on favorable terms, or at all, our financial condition, liquidity, results of operations, and prospects could be materially and adversely affected.
On March 4, 2020, the Company, the OP and the Adviser entered into separate equity distribution agreements with each of the ATM Sales Agents, pursuant to which the Company could issue and sell from time to time when an effective registration statement was available shares of the Company’s common stock, par value $0.01 per share, having an aggregate sales price of up to $225,000,000 (the “2020 ATM Program”). The 2020 ATM Program may be terminated by the Company at any time and expires automatically once aggregate sales under the 2020 ATM Program reach $225,000,000 (see Note 6 to our consolidated financial statements).
We believe that our available cash, expected operating cash flows, and potential debt or equity financings will provide sufficient funds for our operations, anticipated scheduled debt service payments and dividend requirements for the twelve-month period following September 30, 2023.
Cash Flows
The following table presents selected data from our consolidated statements of cash flows for the nine months ended September 30, 2023 and 2022 (in thousands):
Net cash used in investing activities
Cash flows from operating activities. During the nine months ended September 30, 2023, net cash provided by operating activities was $81.8 million compared to net cash provided by operating activities of $69.6 million for the nine months ended September 30, 2022. The change in cash flows from operating activities was mainly due to an increase in total revenues.
Cash flows from investing activities. During the nine months ended September 30, 2023, net cash provided by investing activities was $18.0 million compared to net cash used in investing activities of $179.5 million for the nine months ended September 30, 2022. The change in cash flows from investing activities was mainly due to our acquisition activity in 2022 and disposition activity in 2023.
Cash flows from financing activities. During the nine months ended September 30, 2023, net cash used in financing activities was $101.7 million compared to net cash provided by financing activities of $87.9 million for the nine months ended September 30, 2022. The change in cash flows from financing activities was mainly due to a net decrease in debt of approximately $197.3 million
37
Real Estate Investments Statistics
As of September 30, 2023, the Company was invested in a total of 39 multifamily properties, as listed below:
Average Effective MonthlyRent Per Unit(1) as of
% Occupied (2) as of
Rentable SquareFootage(in thousands)
Number ofUnits (3)
Date Acquired
155
210
1/31/2014
1,198
1,180
95.2
92.4
196
1,389
1,497
94.9
93.9
205
252
8/20/2014
1,514
1,503
94.8
94.0
225
324
1,423
1,490
91.0
94.4
247
9/30/2014
1,379
1,385
95.6
93.3
248
352
1,252
1,244
91.2
92.3
371
400
11/5/2014
1,735
1,786
97.5
95.5
318
430
1/15/2015
1,453
95.1
90.0
692
752
2/6/2015
1,311
1,321
89.9
91.9
388
2/26/2015
1,254
1,261
91.8
93.0
217
222
4/15/2015
1,768
1,837
99.5
94.1
193
8/5/2015
1,339
1,345
96.5
95.7
289
333
10/30/2015
1,162
1,182
94.3
91.6
266
7/27/2016
1,949
1,927
95.3
95.9
10/11/2016
1,095
1,080
697
12/29/2016
1,298
1,326
186
1,351
1,343
94.2
93.2
802
708
6/30/2017
1,607
1,550
90.6
92.7
334
380
10/25/2017
1,536
1,524
92.9
96.1
242
9/26/2018
1,221
95.0
414
632
1,238
94.5
243
1/28/2019
1,728
1,791
97.2
98.0
194
204
1,820
1,851
96.6
1,663
1,653
139
6/7/2019
1,206
1,203
344
360
7/17/2019
1,337
1,233
93.1
95.8
345
342
1,678
1,586
87.7
1,442
1,520
8/30/2019
2,117
2,106
346
9/10/2019
89.0
309
316
11/22/2019
1,510
1,557
93.4
93.7
498
528
1,338
1,315
89.8
271
320
1,397
90.7
88.8
340
11/2/2020
1,670
1,576
93.5
241
264
6/30/2021
1,334
1,316
263
1,425
94.6
323
9/10/2021
1,372
1,416
92.6
293
302
12/7/2021
1,543
1,636
95.4
328
4/1/2022
1,938
1,807
97.0
1,452
1,459
13,271
14,485
Debt, Derivatives and Hedging Activity
As of September 30, 2023, our subsidiaries had aggregate mortgage debt outstanding to third parties of approximately $1.6 billion at a weighted average interest rate of 6.87% and an adjusted weighted average interest rate of 3.64%. For purposes of calculating the adjusted weighted average interest rate of our mortgage debt outstanding, we have included the weighted average fixed rate of 1.0682% fallback LIBOR on our combined $1.2 billion notional amount of interest rate swap agreements, which effectively fixes the interest rate on $1.2 billion of our floating rate debt. See Notes 4 and 5 to our consolidated financial statements for additional information.
We have entered into and expect to continue to enter into interest rate swap and cap agreements with various third parties to fix or cap the floating interest rates on a majority of our floating rate mortgage debt outstanding. The interest rate swap agreements generally have a term of four to five years and effectively establish a fixed interest rate on debt on the underlying notional amounts. The interest rate swap agreements involve the receipt of variable-rate amounts from a counterparty in exchange for us making fixed-rate payments
38
over the life of the agreements without exchange of the underlying notional amount. As of September 30, 2023, interest rate swap agreements effectively covered 76% of our $1.5 billion of floating rate debt outstanding.
The interest rate cap agreements generally have a term of three to four years, cover the outstanding principal amount of the underlying debt and are generally required by our lenders. Under the interest rate cap agreements, we pay a fixed fee in exchange for the counterparty to pay any interest above a maximum rate. As of September 30, 2023, interest rate cap agreements covered $1.4 billion of our $1.5 billion of floating rate mortgage debt outstanding. These interest rate cap agreements effectively cap one-month LIBOR on $1.4 billion of our floating rate mortgage debt at a weighted average rate of 5.82%.
We intend to invest in additional multifamily properties as suitable opportunities arise and adequate sources of equity and debt financing are available. We expect that future investments in properties, including any improvements or renovations of current or newly acquired properties, will depend on and will be financed by, in whole or in part, our existing cash, future borrowings and the proceeds from additional issuances of common stock or other securities or property dispositions.
Although we expect to be subject to restrictions on our ability to incur indebtedness, we expect that we will be able to refinance existing indebtedness or incur additional indebtedness for acquisitions or other purposes, if needed. However, there can be no assurance that we will be able to refinance our indebtedness, incur additional indebtedness or access additional sources of capital, such as by issuing common stock or other debt or equity securities, on terms that are acceptable to us or at all.
Furthermore, following the completion of our value-add and capital expenditures programs and depending on the interest rate environment at the applicable time, we may seek to refinance our floating rate debt into longer-term fixed rate debt at lower leverage levels.
On March 25, 2022, the Company entered into a loan modification agreement by and among the Company, the OP, Truist Bank and the Lenders party thereto, which modified the Company’s existing credit agreement, dated as of June 30, 2021 (as amended and supplemented, the “Corporate Credit Facility”). As of September 30, 2023, there was $309.0 million available for borrowing under the Corporate Credit Facility. Subject to conditions provided in the Corporate Credit Facility, the commitments under Corporate Credit Facility may be increased up to an additional $150.0 million if the lenders agree to increase their commitments or if the lenders agree for the increase to be funded by any additional lender proposed by the Company, through the OP. The Corporate Credit Facility will mature on June 30, 2025 with respect to the revolving commitments, unless the Company exercises its option to voluntarily and permanently reduce all of the revolving commitments before the maturity date or elects to exercise its right and option to extend the facility with respect to the revolving commitments for a single one-year term. As of September 30, 2023, there was $41.0 million in aggregate principal outstanding under the Corporate Credit Facility.
The Corporate Credit Facility is a non-recourse obligation and contains customary events of default, including defaults in the payment of principal or interest, defaults in compliance with the covenants contained in the document evidencing the loan, defaults in payments under any other security instrument, and bankruptcy or other insolvency events. As of September 30, 2023, the Company believes it is compliant with all provisions. For additional information regarding our Corporate Credit Facility, see Note 4.
Interest Rate Swap Agreements
In order to fix a portion of, and mitigate the risk associated with, our floating rate indebtedness (without incurring substantial prepayment penalties or defeasance costs typically associated with fixed rate indebtedness when repaid early or refinanced), we, through the OP, have entered into six interest rate swap transactions with KeyBank and four with SunTrust Bank (collectively the “Counterparties”) with a combined notional amount of $1.2 billion. As of September 30, 2023, the interest rate swaps we have entered into effectively replace the floating interest rate (SOFR) with respect to $1.2 billion of our floating rate debt outstanding with a weighted average fixed rate of 1.0682%. During the term of these interest rate swap agreements, we are required to make monthly fixed rate payments of 1.0682%, on a weighted average basis, on the notional amounts, while the Counterparties are obligated to make monthly floating rate payments based on fallback LIBOR to us referencing the same notional amounts. For purposes of hedge accounting under FASB ASC 815, Derivatives and Hedging, we have designated these interest rate swaps as cash flow hedges of interest rate risk. See Notes 4 and 5 to our consolidated financial statements for additional information.
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The following table contains summary information regarding our outstanding interest rate swaps (dollars in thousands):
Obligations and Commitments
The following table summarizes our contractual obligations and commitments as of September 30, 2023 for the next five calendar years subsequent to September 30, 2023. We used fallback LIBOR as of September 30, 2023 to calculate interest expense due by period on our floating rate debt and net interest expense due by period on our interest rate swaps.
Payments Due by Period (in thousands)
Remainder of 2023
Operating Properties Mortgage Debt
Principal payments
572,421
27,866
57,453
65,177
61,743
73,225
286,957
2,035,567
27,937
57,754
198,555
352,067
1,326,029
Held For Sale Property Mortgage Debt
4,780
2,403
2,377
117,040
70,537
5,500
793
3,155
1,552
46,500
42,552
Total contractual obligations and commitments
2,199,107
31,133
131,446
285,207
The Corporate Credit Facility will mature on June 30, 2025 with respect to the revolving commitments, unless the Company exercises its option to voluntarily and permanently reduce all of the revolving commitments before the maturity date.
Advisory Agreement
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Our Advisory Agreement requires that we pay our Adviser an annual advisory and administrative fee of 1.2%. The advisory and administrative fees paid to the Adviser on the Contributed Assets (as defined in the Advisory Agreement) are subject to an annual cap of approximately $5.4 million. For the three months ended September 30, 2023 and 2022, the Company incurred advisory and administrative fees of $2.0 million and $1.9 million, respectively. For the nine months ended September 30, 2023 and 2022, advisory and administrative fees were $5.8 million and $5.6 million, respectively.
NLMF Holdco, LLC
The Company’s agreement with NLMF Holdco, LLC may result in additional funding requirements to cover future project costs. The maximum exposure of potential commitments is expected to be no more than $4.0 million. We expect that these actions will provide faster, more reliable and lower cost internet to our residents. We expect to roll out this service to our other properties in the future.
Capital Expenditures and Value-Add Program
We anticipate incurring average annual repairs and maintenance expense of $575 to $725 per apartment unit in connection with the ongoing operations of our business. These expenditures are expensed as incurred. In addition, we reserve, on average, approximately $250 to $350 per apartment unit for non-recurring capital expenditures and/or lender required replacement reserves. When incurred, these expenditures are either capitalized or expensed, in accordance with GAAP, depending on the type of the expenditure. Although we will continuously monitor the adequacy of this average, we believe these figures to be sufficient to maintain the properties at a high level in the markets in which we operate. A majority of the properties in our Portfolio were underwritten and acquired with the premise that we would invest $4,000 to $10,000 per unit in the first 36 months of ownership, in an effort to add value to the asset’s exterior and interiors. In many cases, we reserve cash at the closing of each acquisition to fund these planned capital expenditures and value-add improvements. As of September 30, 2023, we had approximately $2.7 million of renovation value-add reserves for our planned capital expenditures and other expenses to implement our value-add program, which will provide further funding for our interior and exterior rehab initiatives at several properties. The following table sets forth a summary of our capital expenditures related to our value-add program for the three and nine months ended September 30, 2023 and 2022 (in thousands):
Rehab Expenditures
Interior
7,246
6,946
21,898
17,584
Exterior and common area
1,785
3,519
10,370
6,874
Total rehab expenditures
9,031
10,465
32,268
24,458
Income Taxes
We anticipate that we will continue to qualify to be taxed as a REIT for U.S. federal income tax purposes, and we intend to continue to be organized and to operate in a manner that will permit us to qualify as a REIT. To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our annual REIT taxable income to stockholders. As a REIT, we will be subject to federal income tax on our undistributed REIT taxable income and net capital gain and to a 4% nondeductible excise tax on any amount by which distributions we pay with respect to any calendar year are less than the sum of (1) 85% of our ordinary income, (2) 95% of our capital gain net income and (3) 100% of our undistributed income from prior years. Taxable income from certain non-REIT activities is managed through a TRS and is subject to applicable federal, state, and local income and margin taxes. We had no significant taxes associated with our TRS for the nine months ended September 30, 2023 and 2022.
If we fail to qualify as a REIT in any taxable year, we will be subject to U.S. federal income tax on our taxable income at regular corporate income tax rates, and dividends paid to our stockholders would not be deductible by us in computing taxable income. Any resulting corporate liability could be substantial and could materially and adversely affect our net income and net cash available for distribution to stockholders. Unless we were entitled to relief under certain Code provisions, we also would be disqualified from re-electing to be taxed as a REIT for the four taxable years following the year in which we failed to qualify to be taxed as a REIT.
We evaluate the accounting and disclosure of tax positions taken or expected to be taken in the course of preparing our tax returns to determine whether the tax positions are “more-likely-than-not” (greater than 50 percent probability) of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense in the current year. Our management is required to analyze all open tax years, as defined by the statute of limitations, for all major jurisdictions, which include federal and certain states. We have no examinations in progress and none are expected at this time.
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We recognize our tax positions and evaluate them using a two-step process. First, we determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Second, we will determine the amount of benefit to recognize and record the amount that is more likely than not to be realized upon ultimate settlement.
We had no material unrecognized tax benefit or expense, accrued interest or penalties as of September 30, 2023. We and our subsidiaries are subject to federal income tax as well as income tax of various state and local jurisdictions. The 2022, 2021 and 2020 tax years remain open to examination by tax jurisdictions to which our subsidiaries and we are subject. When applicable, we recognize interest and/or penalties related to uncertain tax positions on our consolidated statements of operations and comprehensive income.
Dividends
We intend to make regular quarterly dividend payments to holders of our common stock. U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains. As a REIT, we will be subject to federal income tax on our undistributed REIT taxable income and net capital gain and to a 4% nondeductible excise tax on any amount by which distributions we pay with respect to any calendar year are less than the sum of (1) 85% of our ordinary income, (2) 95% of our capital gain net income and (3) 100% of our undistributed income from prior years. We intend to make regular quarterly dividend payments of all or substantially all of our taxable income to holders of our common stock out of assets legally available for this purpose, if and to the extent authorized by our Board. Before we make any dividend payments, whether for U.S. federal income tax purposes or otherwise, we must first meet both our operating requirements and debt service on our debt payable. If our cash available for distribution is less than our taxable income, we could be required to sell assets, borrow funds or raise additional capital to make cash dividends or we may make a portion of the required dividend in the form of a taxable distribution of stock or debt securities.
We will make dividend payments based on our estimate of taxable earnings per share of common stock, but not earnings calculated pursuant to GAAP. Our dividends and taxable income and GAAP earnings will typically differ due to items such as depreciation and amortization, fair value adjustments, differences in premium amortization and discount accretion, and non-deductible general and administrative expenses. Our quarterly dividends per share may be substantially different than our quarterly taxable earnings and GAAP earnings per share. Our Board declared our second quarterly dividend of 2023 of $0.42 per share on April 24, 2023 which was paid on September 30, 2023 and funded out of cash flows from operations.
Off-Balance Sheet Arrangements
As of September 30, 2023 and December 31, 2022, we had no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Critical Accounting Policies and Estimates
Management’s discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires our management to make judgments, assumptions and estimates that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate these judgments, assumptions and estimates for changes that would affect the reported amounts. These estimates are based on management’s historical industry experience and on various other judgments and assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these judgments, assumptions and estimates. Below is a discussion of the accounting policies that we consider critical to understanding our financial condition or results of operations where there is uncertainty or where significant judgment is required. A discussion of recent accounting pronouncements and our significant accounting policies, including further discussion of the accounting policies described below, can be found in Note 2 “Summary of Significant Accounting Policies” to our consolidated financial statements included in this quarterly report.
Purchase Price Allocation
Upon acquisition of a property considered to be an asset acquisition, the purchase price and related acquisition costs (“total consideration”) are allocated to land, buildings, improvements, furniture, fixtures, and equipment, and intangible lease assets based on relative fair value in accordance with FASB ASC 805, Business Combinations. Acquisition costs are capitalized in accordance with FASB ASC 805.
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The allocation of total consideration, which is determined using inputs that are classified within Level 3 of the fair value hierarchy established by FASB ASC 820, Fair Value Measurement and Disclosures (see Note 5 to our consolidated financial statements), is based on management’s estimate of the property’s “as-if” vacant fair value and is calculated by using all available information such as the replacement cost of such asset, appraisals, property condition reports, market data and other related information. If any debt is assumed in an acquisition, the difference between the fair value, which is estimated using inputs that are classified within Level 2 of the fair value hierarchy, and the face value of debt is recorded as a premium or discount and amortized as interest expense over the life of the debt assumed.
Real estate assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The key inputs into our impairment analysis include, but are not limited to, the holding period, net operating income, and capitalization rates. In such cases, we will evaluate the recoverability of such real estate assets based on estimated future cash flows and the estimated liquidation value of such real estate assets, and provide for impairment if such undiscounted cash flows are insufficient to recover the carrying amount of the real estate asset. If impaired, the real estate asset will be written down to its estimated fair value. The Company’s impairment analysis identifies and evaluates events or changes in circumstances that indicate the carrying amount of a real estate investment may not be recoverable, including determining the period the Company will hold the rental property, net operating income, and the estimated capitalization rate for each respective real estate investment.
Inflation
The real estate market has not been directly affected by inflation in the past several years due to increases in rents nationwide. The majority of our lease terms are for a period of one year or less and reset to market if renewed. The majority of our leases also contain protection provisions applicable to reimbursement billings for utilities. Due to the short-term nature of our leases, we do not believe our results will be materially affected.
Inflation may also affect the overall cost of debt, as the implied cost of capital increases. The Federal Reserve has raised interest rates in response to or in anticipation of continued inflation concerns. We intend to mitigate these risks through long-term fixed interest rate loans and interest rate hedges, which to date have included interest rate cap and interest rate swap agreements.
REIT Tax Election
We have elected to be taxed as a REIT under Sections 856 through 860 of the Code and expect to continue to qualify as a REIT. To qualify as a REIT, we must meet a number of organizational and operational requirements, including a requirement that we distribute at least 90% of our “REIT taxable income,” as defined by the Code, to our stockholders. Taxable income from certain non-REIT activities is managed through a TRS and is subject to applicable federal, state, and local income and margin taxes. We had no significant taxes associated with our TRS for the nine months ended September 30, 2023 and 2022. We believe we qualify for taxation as a REIT under the Code, and we intend to continue to operate in such a manner, but no assurance can be given that we will operate in a manner so as to qualify as a REIT.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk is the adverse effect on the value of assets and liabilities that results from a change in market conditions. Our primary market risk exposure is interest rate risk with respect to our indebtedness and counterparty credit risk with respect to our interest rate derivatives. In order to minimize counterparty credit risk, we enter into and expect to enter into hedging arrangements only with major financial institutions that have high credit ratings. As of September 30, 2023, we had total indebtedness of $1.6 billion at a weighted average interest rate of 6.89%, of which $1.6 billion was debt with a floating interest rate. As of September 30, 2023, interest rate swap agreements effectively covered 76% of our $1.5 billion of floating rate debt outstanding. For purposes of calculating the adjusted weighted average interest rate of the total indebtedness, we have included the weighted average fixed rate of 1.0682% for fallback LIBOR on the $1.2 billion notional amount of interest rate swap agreements that we have entered into as of September 30, 2023.
An increase in interest rates could make the financing of any acquisition by us more costly. Rising interest rates could also limit our ability to refinance our debt when it matures or cause us to pay higher interest rates upon refinancing and increase interest expense on refinanced indebtedness. We may manage, or hedge, interest rate risks related to our borrowings by means of interest rate cap and interest rate swap agreements. As of September 30, 2023, the interest rate cap agreements we have entered into effectively cap SOFR on $1.4 billion of our floating rate mortgage debt at a weighted average rate of 5.82% for the term of the agreements, which is generally three to four years. We also expect to manage our exposure to interest rate risk by maintaining a mix of fixed and floating rates for our indebtedness.
In order to fix a portion of, and mitigate the risk associated with, our floating rate indebtedness (without incurring substantial prepayment penalties or defeasance costs typically associated with fixed rate indebtedness when repaid early or refinanced), we, through the OP, have entered into ten interest rate swap transactions with the Counterparties with a combined notional amount of $1.2 billion. The interest rate swaps we have entered into effectively replace the floating interest rate (SOFR) with respect to that amount with a weighted average fixed rate of 1.0682%. During the term of these interest rate swap agreements, we are required to make monthly fixed rate payments of 1.0682%, on a weighted average basis, on the notional amounts, while the Counterparties are obligated to make monthly floating rate payments based on fallback LIBOR to us referencing the same notional amounts. We have designated these interest rate swaps as cash flow hedges of interest rate risk.
Until our interest rates reach the caps provided by our interest rate cap agreements, each quarter point change in SOFR would result in an approximate increase to annual interest expense costs on our floating rate indebtedness, reduced by any payments due from the Counterparties under the terms of the interest rate swap agreements we had entered into as of September 30, 2023, of the amounts illustrated in the table below for our indebtedness as of September 30, 2023 (dollars in thousands):
Change in Interest Rates
Annual Increase to Interest Expense
0.25%
1,040
0.50%
2,080
0.75%
3,120
1.00%
4,160
There is no assurance that we would realize such expense as such changes in interest rates could alter our liability positions or strategies in response to such changes.
We may also be exposed to credit risk in the derivative financial instruments we use. Credit risk is the failure of the Counterparties to perform under the terms of the derivative financial instruments. If the fair value of a derivative financial instrument is positive, the Counterparties will owe us, which creates credit risk for us. If the fair value of a derivative financial instrument is negative, we will owe the Counterparties and, therefore, do not have credit risk. We seek to minimize the credit risk in derivative financial instruments by entering into transactions with major financial institutions that have high credit ratings.
LIBOR ceased publication on June 30, 2023. The Company held debt and derivatives that used LIBOR as the reference rate as of June 30, 2023. On July 1, 2023, LIBOR rates were replaced with SOFR as the reference rate for the remaining LIBOR debt and derivative instruments, with applicable spread adjustment of 0.11448%.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) and Rule 15d-15(b) under the Exchange Act, our management, including our President and Chief Financial Officer, evaluated, as of September 30, 2023, the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e) and Rule 15d-15(e). Based on that evaluation, our President and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2023, to provide reasonable assurance that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Exchange Act and is accumulated and communicated to management, including the President and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.
We believe, however, that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls systems are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, within a company have been detected.
Changes in Internal Control over Financial Reporting
There has been no change in internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended September 30, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 1. Legal Proceedings
From time to time, we are party to legal proceedings that arise in the ordinary course of our business. Management is not aware of any legal proceedings of which the outcome is reasonably likely to have a material adverse effect on our results of operations or financial condition, nor are we aware of any such legal proceedings contemplated by government agencies.
Item 1A. Risk Factors
There have been no material changes to the risk factors previously disclosed under Part I, Item 1A, “Risk Factors” in our Annual Report, filed with the SEC on February 24, 2023.
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities.
Repurchase of Shares
On October 25, 2022, we announced that our Board authorized us to repurchase an indeterminate number of shares of our common stock at an aggregate market value of up to $100.0 million during a two-year period that will expire on October 24, 2024. This authorization replaced the Board’s prior authorization of the share repurchase program. During the nine months ended September 30, 2023, the Company did not make any repurchases. Since inception of the Share Repurchase Program through September 30, 2023, the Company had repurchased 2,550,628 shares of its common stock, par value $0.01 per share, at a total cost of approximately $72.4 million, or $28.36 per share as shown in the table below:
Period
Total Number of Shares Purchased
Average Price Paid Per Share
Total Number of Shares Purchased as Part of Publicly AnnouncedPlans or Programs
Approximate Dollar Value of Shares that may yet be Purchased under the Plans or Programs (inmillions)
Beginning Total
2,550,628
28.36
100.0
July 1 – July 31
August 1 – August 31
September 1 – September 30
Total as of September 30, 2023
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Resignation
On November 9, 2023 (the “Separation Date”), Matt Goetz resigned from his position as Senior VP-Investments and Asset Management of the Company. Mr. Goetz’s resignation is not a result of any disagreement with the Company on any matter relating to its operations, policies or practices.
In connection with his resignation from the Company and its affiliates, Mr. Goetz and the Company, the Adviser, NexPoint Advisors, L.P. (“NREA”), NexPoint Real Estate Finance, Inc. (“NREF”), NexPoint Real Estate Advisors VII, L.P., NexPoint Diversified Real Estate Trust (“NXDT”), NexPoint Real Estate Advisors X, L.P., VineBrook Homes Trust, Inc. (“VineBrook”), and NexPoint Real Estate Advisors V, L.P. entered into a Separation Agreement, dated November 9, 2023 (the “Separation Agreement”). Pursuant to the Separation Agreement, NREA will subsidize Mr. Goetz's COBRA premium for a period of twelve months and 11,453 restricted stock units granted to Mr. Goetz by the Company will immediately vest as of the Separation Date and will settle on the original scheduled vesting dates, subject to Mr. Goetz’s continued compliance with existing restrictive covenants. In addition, pursuant to the Separation Agreement, 72,675 restricted stock units granted to Mr. Goetz by NREF, 11,300 restricted share units granted to Mr. Goetz by NXDT and 4,279 restricted stock units granted to Mr. Goetz by VineBrook will immediately vest as of the Separation Date and will settle on the original scheduled vesting dates, subject to Mr. Goetz’s continued compliance with existing restrictive covenants. The approximate value of the restricted stock units of the Company that are vesting on the Separation Date is $412,000 and the approximate value of the aggregate restricted stock units of the Company, NREF, NXDT and VineBrook that are vesting on the Separation Date is $2 million.
The Severance Agreement additionally contains, among other things, mutual non-disparagement provisions and a mutual release of claims by Mr. Goetz and the Company.
In connection with the Separation Agreement, Mr. Goetz, the Company, NREF, NXDT and VineBrook entered into a vesting agreement pursuant to which, among other things, the award agreements between Mr. Goetz and the Company relating to his restricted stock unit grants were amended to account for his separation and accelerated vesting of a portion of his outstanding restricted stock unit grants pursuant to the Separation Agreement.
The foregoing summary of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement, a copy of which is filed as Exhibit 10.1 to this Quarterly Report and is incorporated herein by reference.
Item 6. Exhibits
EXHIBIT INDEX
Exhibit
Number
Description
10.1
Separation Agreement, dated November 9, 2023 by and among NexPoint Residential Trust, Inc., NexPoint Real Estate
Advisors, L.P., NexPoint Advisors, L.P., NexPoint Real Estate Finance, Inc., NexPoint Real Estate Advisors VII, L.P.,
NexPoint Diversified Real Estate Trust, NexPoint Real Estate Advisors X, L.P., VineBrook Homes Trust, Inc., and
NexPoint Real Estate Advisors V, L.P and Matt Goetz.
31.1*
Certification of Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1+
Certification of Executive Officer and Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
101.INS*
Inline XBRL Instance Document (The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document)
101.SCH*
Inline XBRL Taxonomy Extension Schema
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase
104*
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed herewith.
+ Furnished herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Signature
Title
Date
/s/ Jim Dondero
President and Director
November 9, 2023
Jim Dondero
(Principal Executive Officer)
/s/ Brian Mitts
Chief Financial Officer and Director
Brian Mitts
(Principal Financial Officer and Principal Accounting Officer)