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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
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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
(Exact Name of Registrant as Specified in Its Charter)
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(State or other Jurisdiction of Incorporation or Organization) |
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(I.R.S. Employer Identification No.) |
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(Address of Principal Executive Offices) |
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(Zip Code) |
(Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
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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.
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).
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.
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☒ |
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Accelerated Filer |
☐ |
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Non-Accelerated Filer |
☐ |
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Smaller reporting company |
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Emerging growth company |
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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
As of April 28, 2022, the registrant had
NEXPOINT RESIDENTIAL TRUST, INC.
Form 10-Q
Quarter Ended March 31, 2022
INDEX
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Page |
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ii |
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PART I—FINANCIAL INFORMATION |
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Item 1. |
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Financial Statements |
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Consolidated Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021 |
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1 |
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2 |
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3 |
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Consolidated Unaudited Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021 |
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4 |
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6 |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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28 |
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Item 3. |
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43 |
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Item 4. |
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44 |
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PART II—OTHER INFORMATION |
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Item 1. |
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45 |
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Item 1A. |
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45 |
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Item 2. |
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45 |
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Item 3. |
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45 |
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Item 4. |
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45 |
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Item 5. |
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45 |
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Item 6. |
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46 |
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47 |
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i
Cautionary Statement Regarding Forward-Looking Statements
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:
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• |
unfavorable changes in market and economic conditions in the United States and globally and in the specific markets where our properties are located; |
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• |
risks associated with the current COVID-19 pandemic, including unpredictable variants, and the future outbreak of other highly infectious or contagious diseases; |
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• |
risks associated with ownership of real estate; |
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• |
limited ability to dispose of assets because of the relative illiquidity of real estate investments; |
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• |
our multifamily properties are concentrated in certain geographic markets in the Southeastern and Southwestern United States, which makes us more susceptible to adverse developments in those markets; |
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• |
increased risks associated with our strategy of acquiring value-enhancement multifamily properties rather than more conservative investment strategies; |
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• |
failure to succeed in new markets may have adverse consequences on our performance; |
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• |
potential reforms to the Federal Home Loan Mortgage Corporation (“Freddie Mac”) and the Federal National Mortgage Association (“Fannie Mae”); |
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• |
competition could limit our ability to acquire attractive investment opportunities, which could adversely affect our profitability and impede our growth; |
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• |
competition and any increased affordability of residential homes could limit our ability to lease our apartments or increase or maintain rents; |
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• |
the relatively low residential mortgage rates may result in potential renters purchasing residences rather than leasing them, and as a result, cause a decline in our occupancy rates; |
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• |
the risk that we may fail to consummate future property acquisitions; |
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• |
failure of acquisitions to yield anticipated results; |
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• |
risks associated with increases in interest rates and our ability to issue additional debt or equity securities in the future; |
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• |
risks associated with selling apartment communities, which could limit our operational and financial flexibility; |
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• |
contingent or unknown liabilities related to properties or businesses that we have acquired or may acquire; |
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• |
lack of or insufficient amounts of insurance; |
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• |
the risk that our environmental assessments may not identify all potential environmental liabilities and our remediation actions may be insufficient; |
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high costs associated with the investigation or remediation of environmental contamination, including asbestos, lead-based paint, chemical vapor, subsurface contamination and mold growth; |
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• |
high costs associated with the compliance with various accessibility, environmental, building and health and safety laws and regulations, such as the Americans with Disabilities Act of 1990 and the Fair Housing Act; |
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• |
risks associated with limited warranties we may obtain when purchasing properties; |
ii
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• |
exposure to decreases in market rents due to our short-term leases; |
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• |
risks associated with operating through joint ventures and funds; |
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• |
our dependence on information systems; |
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• |
risks associated with breaches of our data security; |
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• |
costs associated with being a public company, including compliance with securities laws; |
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• |
the risk that our business could be adversely impacted if there are deficiencies in our disclosure controls and procedures or internal control over financial reporting; |
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risks associated with our substantial current indebtedness and indebtedness we may incur in the future; |
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risks associated with derivatives or hedging activity; |
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risks associated with representations and warranties made by the us in connection with sales of our properties may subject us to liability that could result in losses and could harm our operating results and, therefore, distributions we make to our stockholders; |
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• |
loss of key personnel of NexPoint Advisors, L.P. (our “Sponsor”), NexPoint Real Estate Advisors, L.P. (our “Adviser”) and our property manager; |
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• |
the risk that we may not replicate the historical results achieved by other entities managed or sponsored by affiliates of our Adviser, members of our Adviser’s management team or by our Sponsor or its affiliates; |
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risks associated with our Adviser’s ability to terminate the Advisory Agreement (as defined below); |
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our ability to change our major policies, operations and targeted investments without stockholder consent; |
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the substantial fees and expenses we pay to our Adviser and its affiliates; |
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risks associated with any potential internalization of our management functions; |
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• |
conflicts of interest and competing demands for time faced by our Adviser, our Sponsor and their officers and employees; |
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• |
the risk that we may compete with other entities affiliated with our Sponsor or property manager for properties and tenants; |
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• |
failure to maintain our status as a REIT; |
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• |
failure of our operating partnership to be taxable as a partnership for federal income tax purposes, possibly causing us to fail to qualify for or to maintain REIT status; |
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• |
compliance with REIT requirements, which may limit our ability to hedge our liabilities effectively and cause us to forgo otherwise attractive opportunities, liquidate certain of our investments or incur tax liabilities; |
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• |
risks associated with our ownership of interests in taxable REIT subsidiaries; |
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• |
the recognition of taxable gains from the sale of properties as a result of the inability to complete certain like-kind exchanges in accordance with Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”); |
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• |
the risk that the Internal Revenue Service may consider certain sales of properties to be prohibited transactions, resulting in a 100% penalty tax on any taxable gain; |
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• |
the ineligibility of dividends payable by REITs for the reduced tax rates available for some dividends; |
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• |
risks associated with the stock ownership restrictions of the Code for REITs and the stock ownership limit imposed by our charter; |
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• |
the ability of our board of directors to revoke our REIT qualification without stockholder approval; |
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• |
recent and potential legislative or regulatory tax changes or other actions affecting REITs; |
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• |
risks associated with the market for our common stock and the general volatility of the capital and credit markets; |
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• |
failure to generate sufficient cash flows to service our outstanding indebtedness or pay distributions at expected levels; |
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• |
risks associated with limitations of liability for and our indemnification of our directors and officers; |
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• |
the risk that legal proceedings we become involved in from time to time could adversely affect our business; |
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• |
the risk that acts of violence could decrease the value of our assets and have an adverse effect on our business and results of operations; |
iii
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• |
risks associated with the Highland Capital Management, L.P. bankruptcy, including related litigation and potential conflicts of interest; and |
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• |
any other risks included under Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission on February 18, 2022 or under Part II, Item 1A, “Risk Factors” of this Quarterly Report on Form 10-Q. |
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)
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March 31, 2022 |
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December 31, 2021 |
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||
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(Unaudited) |
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ASSETS |
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Operating Real Estate Investments |
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Land |
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$ |
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$ |
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Buildings and improvements |
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Intangible lease assets |
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Construction in progress |
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Furniture, fixtures and equipment |
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Total Gross Operating Real Estate Investments |
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Accumulated depreciation and amortization |
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( |
) |
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( |
) |
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Total Net Real Estate Investments |
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Cash and cash equivalents |
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Restricted cash |
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Accounts receivable, net |
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Prepaid and other assets |
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Fair market value of interest rate swaps |
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TOTAL ASSETS |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Liabilities: |
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Mortgages payable, net |
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$ |
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$ |
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Credit facility, net |
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Accounts payable and other accrued liabilities |
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Accrued real estate taxes payable |
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Accrued interest payable |
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Security deposit liability |
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Prepaid rents |
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Total Liabilities |
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Redeemable noncontrolling interests in the Operating Partnership |
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Stockholders' Equity: |
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Preferred stock, $ |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated earnings less dividends |
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Accumulated other comprehensive income |
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Total Stockholders' Equity |
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
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$ |
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$ |
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|
See Notes to Consolidated Financial Statements
1
NEXPOINT RESIDENTIAL TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
(in thousands, except per share amounts)
(Unaudited)
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For the Three Months Ended March 31, |
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2022 |
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2021 |
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Revenues |
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Rental income |
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$ |
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$ |
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Other income |
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Total revenues |
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Expenses |
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Property operating expenses |
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Real estate taxes and insurance |
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Property management fees (1) |
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Advisory and administrative fees (2) |
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Corporate general and administrative expenses |
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Property general and administrative expenses |
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Depreciation and amortization |
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Total expenses |
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Operating income |
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Interest expense |
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( |
) |
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( |
) |
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Casualty gain |
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— |
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Miscellaneous income |
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Net loss |
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( |
) |
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( |
) |
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Net loss attributable to redeemable noncontrolling interests in the Operating Partnership |
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( |
) |
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( |
) |
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Net loss attributable to common stockholders |
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$ |
( |
) |
|
$ |
( |
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Other comprehensive income |
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Unrealized gains on interest rate derivatives |
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Total comprehensive income |
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Comprehensive income attributable to redeemable noncontrolling interests in the Operating Partnership |
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Comprehensive income attributable to common stockholders |
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$ |
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$ |
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Weighted average common shares outstanding - basic |
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Weighted average common shares outstanding - diluted |
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Loss per share - basic |
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$ |
( |
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$ |
( |
) |
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Loss per share - diluted |
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$ |
( |
) |
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$ |
( |
) |
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(1) |
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(2) |
|
See Notes to Consolidated Financial Statements
2
NEXPOINT RESIDENTIAL TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(dollars in thousands)
(Unaudited)
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Preferred Stock |
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Common Stock |
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Additional |
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Accumulated Earnings (Loss) |
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Accumulated Other |
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|||||||||||||
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Number of Shares |
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Par Value |
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Number of Shares |
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Par Value |
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Paid-in Capital |
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Less Dividends |
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Comprehensive Income (Loss) |
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Total |
|
||||||||
|
Balances, December 31, 2021 |
|
|
— |
|
|
$ |
— |
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|
|
$ |
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|
|
$ |
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|
|
$ |
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|
|
$ |
|
|
|
$ |
|
|
|
Net loss attributable to common stockholders |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Vesting of stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
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|
|
|
|
|
|
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( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
Issuance of common stock through at-the-market offering |
|
|
— |
|
|
|
— |
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|
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|
|
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|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Common stock dividends declared ($ |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Other comprehensive income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Adjustment to reflect redemption value of redeemable noncontrolling interests in the Operating Partnership |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Balances, March 31, 2022 |
|
|
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
Preferred Stock |
|
|
Common Stock |
|
|
Additional |
|
|
Accumulated Earnings (Loss) |
|
|
Accumulated Other |
|
|
|
|
|
|||||||||||||
|
|
|
Number of Shares |
|
|
Par Value |
|
|
Number of Shares |
|
|
Par Value |
|
|
Paid-in Capital |
|
|
Less Dividends |
|
|
Comprehensive Income (Loss) |
|
|
Total |
|
||||||||
|
Balances, December 31, 2020 |
|
|
— |
|
|
$ |
— |
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
Net loss attributable to common stockholders |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Vesting of stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Issuance of common stock through at-the-market offering |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
Common stock dividends declared ($ |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Other comprehensive income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Adjustment to reflect redemption value of redeemable noncontrolling interests in the Operating Partnership |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Balances, March 31, 2021 |
|
|
— |
|
|
$ |
— |
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
See Notes to Consolidated Financial Statements
3
NEXPOINT RESIDENTIAL TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
|
|
|
For the Three Months Ended March 31, |
|
|||||
|
|
|
2022 |
|
|
2021 |
|
||
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
Adjustments to reconcile net loss to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
Amortization/write-off of deferred financing costs |
|
|
|
|
|
|
|
|
|
Change in fair value on derivative instruments included in interest expense |
|
|
|
|
|
|
|
|
|
Net cash paid on derivative settlements |
|
|
( |
) |
|
|
( |
) |
|
Amortization/write-off of fair market value adjustment of assumed debt |
|
|
( |
) |
|
|
( |
) |
|
Provision for bad debts, net |
|
|
|
|
|
|
|
|
|
Vesting of stock-based compensation |
|
|
|
|
|
|
|
|
|
Insurance proceeds received for business interruption |
|
|
— |
|
|
|
|
|
|
Casualty gain |
|
|
|
|
|
|
( |
) |
|
Changes in operating assets and liabilities, net of effects of acquisitions: |
|
|
|
|
|
|
|
|
|
Operating assets |
|
|
( |
) |
|
|
|
|
|
Operating liabilities |
|
|
( |
) |
|
|
( |
) |
|
Net cash provided by operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
Prepaid acquisition deposits |
|
|
( |
) |
|
|
— |
|
|
Insurance proceeds received from casualty losses |
|
|
|
|
|
|
|
|
|
Additions to real estate investments |
|
|
( |
) |
|
|
( |
) |
|
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
Mortgage payments |
|
|
( |
) |
|
|
( |
) |
|
Credit facilities proceeds received |
|
|
|
|
|
|
— |
|
|
Deferred financing costs paid |
|
|
( |
) |
|
|
— |
|
|
Interest rate cap fees paid |
|
|
( |
) |
|
|
— |
|
|
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 |
|
|
( |
) |
|
|
( |
) |
|
Dividends paid to common stockholders |
|
|
( |
) |
|
|
( |
) |
|
Net cash provided by (used in) financing activities |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash, cash equivalents and restricted cash |
|
|
|
|
|
|
( |
) |
|
Cash, cash equivalents and restricted cash, beginning of period |
|
|
|
|
|
|
|
|
|
Cash, cash equivalents and restricted cash, end of period |
|
$ |
|
|
|
$ |
|
|
See Notes to Consolidated Financial Statements
4
NEXPOINT RESIDENTIAL TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
|
Supplemental Disclosure of Cash Flow Information |
|
|
|
|
|
|
|
|
|
Interest paid |
|
$ |
|
|
|
$ |
|
|
|
Supplemental Disclosure of Noncash Activities |
|
|
|
|
|
|
|
|
|
Capitalized construction costs included in accounts payable and other accrued liabilities |
|
|
|
|
|
|
|
|
|
Change in fair value on derivative instruments designated as hedges |
|
|
|
|
|
|
|
|
|
Decrease in dividends payable upon vesting of restricted stock units |
|
|
( |
) |
|
|
( |
) |
|
Write-off of assets due to casualty losses |
|
|
|
|
|
|
|
|
|
Write-off of fully amortized in-place leases |
|
|
|
|
|
|
— |
|
See Notes to Consolidated Financial Statements
5
NEXPOINT RESIDENTIAL TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Organization and Description of Business
NexPoint Residential Trust, Inc. (the “Company”, “we”, “our”) was incorporated in Maryland on
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 14, 2022 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
2. Summary of Significant Accounting Policies
Basis of Accounting
The accompanying unaudited consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States (“GAAP”). GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the dates of the unaudited consolidated financial statements and the amounts of revenues and expenses during the reporting periods. Actual amounts realized or paid could differ from those estimates. All significant intercompany accounts and transactions have been eliminated in consolidation. There have been no significant changes to the Company’s significant accounting policies during the three months ended March 31, 2022.
The accompanying unaudited consolidated financial statements have been prepared according to the rules and regulations of the SEC. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted according to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading.
In the opinion of management, all adjustments and eliminations necessary for the fair presentation of the Company’s financial position as of March 31, 2022 and results of operations for the three months ended March 31, 2022 and 2021 have been included. Such adjustments are normal and recurring in nature. The unaudited information included in this quarterly report on Form 10-Q should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2021 and notes thereto included in its Annual Report on Form 10-K filed with the SEC on February 18, 2022.
6
Principles of Consolidation
The Company accounts for subsidiary partnerships, joint ventures and other similar entities in which it holds an ownership interest in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidation. The Company first evaluates whether each entity is a variable interest entity (“VIE”). Under the VIE model, the Company consolidates an entity when it has control to direct the activities of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. Under the voting model, the Company consolidates an entity when it controls the entity through ownership of a majority voting interest. The unaudited consolidated financial statements include the accounts of the Company and its subsidiaries, including the OP and its subsidiaries.
Revenue Recognition
The Company’s primary operations consist of rental income earned from its residents under lease agreements typically with terms of one year or less. Rental income is recognized when earned. This policy effectively results in income recognition on the straight-line method over the related terms of the leases. The Company records an allowance to reflect revenue that may not be collectable. This is recorded through a provision for bad debts which is included in rental income in the accompanying consolidated statements of operations and comprehensive income. Resident reimbursements and other income consist of charges billed to residents for utilities, carport and garage rental, and pets, and administrative, application and other fees and are recognized when earned.
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 in accordance with FASB ASC 805, Business Combinations. Acquisition costs are capitalized in accordance with FASB ASC 805.
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 (“ASC 820”) (see Note 7), 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. The allocation of the total consideration to intangible lease assets represents the value associated with the in-place leases, which may include lost rent, leasing commissions, legal and other related costs, which the Company, as buyer of the property, did not have to incur to obtain the residents. 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, including land, buildings, improvements, furniture, fixtures and equipment, and intangible lease assets are stated at historical cost less accumulated depreciation and amortization. Costs incurred in making repairs and maintaining real estate assets are expensed as incurred.
|
Land |
|
|
|
Buildings |
|
|
|
Improvements |
|
|
|
Furniture, fixtures, and equipment |
|
|
|
Intangible lease assets |
|
|
Construction in progress includes the cost of renovation projects being performed at the various properties. Once a project is complete, the historical cost of the renovation is placed into service in one of the categories above depending on the type of renovation project and is depreciated over the estimated useful lives as described in the table above.
7
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 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.
As of March 31, 2022, the Company has
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 March 31, 2022, there are
Income Taxes
The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), and expects to continue to qualify as a REIT. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement to distribute annually at least
If the Company fails to meet these requirements, it could be subject to federal income tax on all of the Company’s taxable income at regular corporate rates for that year. The Company would not be able to deduct distributions paid to stockholders in any year in which it fails to qualify as a REIT. Additionally, the Company will also be disqualified from electing to be taxed as a REIT for the four taxable years following the year during which qualification was lost unless the Company is entitled to relief under specific statutory provisions. As of March 31, 2022, the Company believes it is in compliance with all applicable REIT requirements.
The Company evaluates the accounting and disclosure of tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” (greater than
The Company recognizes its tax positions and evaluates them using a two-step process. First, the Company determines 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, the Company will determine the amount of benefit to recognize and record the amount that is more likely than not to be realized upon ultimate settlement.
The Company had
8
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. During the first quarter of 2022, the Company transitioned a portion its debt to term SOFR (“Term SOFR”). 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.
Coronavirus (“COVID-19”)
As a result of the COVID-19 pandemic, the Company may experience difficulties collecting monthly rent on time, leasing additional apartment units and/or renewing leases with existing tenants, selling or purchasing properties and accessing debt and equity capital on attractive terms, or at all. To date, the Company has not been materially impacted by the COVID-19 pandemic and will continue to monitor the impact of the COVID-19 pandemic on all aspects of its business. For additional information regarding the risks to the Company related to the COVID-19 pandemic, or any other future pandemic. See “Item 1A. Risk factors” within “Part I” of our annual report on Form 10-K, filed with the U.S. Securities and Exchange Commission on February 18, 2022, for additional discussion of the risks posed by the COVID-19 pandemic.
3. Investments in Subsidiaries
The Company conducts its operations through the OP, which owns properties through single asset limited liability companies that are special purpose entities (“SPEs”). The Company consolidates the SPEs that it controls as well as any VIEs where it is the primary beneficiary. The Company controls and consolidates the OP as a VIE. In connection with its indirect equity investments in the properties acquired, the Company, through the OP and the TRS, directly or indirectly holds
Additionally, the Company has in the past and may in the future enter into purchase and sale transactions structured as reverse like-kind exchanges (“1031 Exchanges”) under Section 1031 of the Code. For a reverse 1031 Exchange in which the Company purchases a new property prior to selling the property to be matched in the like-kind exchange (the Company refers to the new property being acquired in the 1031 Exchange prior to the sale of the related property as a “Parked Asset”), legal title to the Parked Asset is held by an Exchange Accommodation Titleholder (“EAT”) engaged to execute the 1031 Exchange until the sale transaction and the 1031 Exchange are completed. The Company, through a wholly owned subsidiary, enters into a master lease agreement with the EAT whereby the EAT leases the acquired property and all other rights acquired in connection with the acquisition to the Company. The term of the master lease agreement is the earlier of the completion of the reverse 1031 Exchange or 180 days from the date that the property was acquired. The EAT is classified as a VIE as it does not have sufficient equity investment at risk to finance its activities without additional subordinated financial support. The Company consolidates the EAT as its primary beneficiary because it has the ability to control the activities that most significantly impact the EAT’s economic performance and the Company retains all of the legal and economic benefits and obligations related to the Parked Assets prior to completion of the 1031 Exchange. As such, the Parked Assets are included in the Company’s consolidated financial statements as VIEs until legal title and control is transferred to the Company upon either completion of the 1031 Exchange or termination of the master lease agreement, at which time they will be consolidated as wholly owned subsidiaries.
9
As of March 31, 2022, the Company, through the OP and the wholly owned TRS, owned
|
|
|
|
|
|
|
Effective Ownership Percentage at |
|
|||||
|
Property Name |
|
Location |
|
Year Acquired |
|
March 31, 2022 |
|
|
December 31, 2021 |
|
||
|
Arbors on Forest Ridge |
|
Bedford, Texas |
|
|
|
|
|
% |
|
|
|
% |
|
Cutter's Point |
|
Richardson, Texas |
|
|
|
|
|
% |
|
|
|
% |
|
Silverbrook |
|
Grand Prairie, Texas |
|
|
|
|
|
% |
|
|
|
% |
|
The Summit at Sabal Park |
|
Tampa, Florida |
|
|
|
|
|
% |
|
|
|
% |
|
Courtney Cove |
|
Tampa, Florida |
|
|
|
|
|
% |
|
|
|
% |
|
Radbourne Lake |
|
Charlotte, North Carolina |
|
|
|
|
|
% |
|
|
|
% |
|
Timber Creek |
|
Charlotte, North Carolina |
|
|
|
|
|
% |
|
|
|
% |
|
Sabal Palm at Lake Buena Vista |
|
Orlando, Florida |
|
|
|
|
|
% |
|
|
|
% |
|
Cornerstone |
|
Orlando, Florida |
|
|
|
|
|
% |
|
|
|
% |
|
The Preserve at Terrell Mill |
|
Marietta, Georgia |
|
|
|
|
|
% |
|
|
|
% |
|
Versailles |
|
Dallas, Texas |
|
|
|
|
|
% |
|
|
|
% |
|
Seasons 704 Apartments |
|
West Palm Beach, Florida |
|
|
|
|
|
% |
|
|
|
% |
|
Madera Point |
|
Mesa, Arizona |
|
|
|
|
|
% |
|
|
|
% |
|
Venue at 8651 |
|
Fort Worth, Texas |
|
|
|
|
|
% |
|
|
|
% |
|
Parc500 |
|
West Palm Beach, Florida |
|
|
|
|
|
% |
|
|
|
% |
|
The Venue on Camelback |
|
Phoenix, Arizona |
|
|
|
|
|
% |
|
|
|
% |
|
Old Farm |
|
Houston, Texas |
|
|
|
|
|
% |
|
|
|
% |
|
Stone Creek at Old Farm |
|
Houston, Texas |
|
|
|
|
|
% |
|
|
|
% |
|
Hollister Place |
|
Houston, Texas |
|
|
|
|
|
% |
|
|
|
% |
|
Rockledge Apartments |
|
Marietta, Georgia |
|
|
|
|
|
% |
|
|
|
% |
|
Atera Apartments |
|
Dallas, Texas |
|
|
|
|
|
% |
|
|
|
% |
|
Crestmont Reserve |
|
Dallas, Texas |
|
|
|
|
|
% |
|
|
|
% |
|
Brandywine I & II |
|
Nashville, Tennessee |
|
|
|
|
|
% |
|
|
|
% |
|
Bella Vista |
|
Phoenix, Arizona |
|
|
|
|
|
% |
|
|
|
% |
|
The Enclave |
|
Tempe, Arizona |
|
|
|
|
|
% |
|
|
|
% |
|
The Heritage |
|
Phoenix, Arizona |
|
|
|
|
|
% |
|
|
|
% |
|
Summers Landing |
|
Fort Worth, Texas |
|
|
|
|
|
% |
|
|
|
% |
|
Residences at Glenview Reserve |
|
Nashville, Tennessee |
|
|
|
|
|
% |
|
|
|
% |
|
Residences at West Place |
|
Orlando, Florida |
|
|
|
|
|
% |
|
|
|
% |
|
Avant at Pembroke Pines |
|
Pembroke Pines, Florida |
|
|
|
|
|
% |
|
|
|
% |
|
Arbors of Brentwood |
|
Nashville, Tennessee |
|
|
|
|
|
% |
|
|
|
% |
|
Torreyana Apartments |
|
Las Vegas, Nevada |
|
|
|
|
|
% |
|
|
|
% |
|
Bloom |
|
Las Vegas, Nevada |
|
|
|
|
|
% |
|
|
|
% |
|
Bella Solara |
|
Las Vegas, Nevada |
|
|
|
|
|
% |
|
|
|
% |
|
Fairways at San Marcos |
|
Chandler, AZ |
|
|
|
|
|
% |
|
|
|
% |
|
The Verandas at Lake Norman |
(1) |
Charlotte, North Carolina |
|
|
|
|
|
% |
|
|
|
% |
|
Creekside at Matthews |
(1) |
Charlotte, North Carolina |
|
|
|
|
|
% |
|
|
|
% |
|
Six Forks Station |
|
Raleigh, North Carolina |
|
|
|
|
|
% |
|
|
|
% |
|
High House at Cary |
(2) |
Cary, North Carolina |
|
|
|
|
|
% |
|
|
|
% |
|
(1) |
The EAT that directly owned The Verandas at Lake Norman and Creekside at Matthews was consolidated as a VIE at June 30, 2021 giving the Company an effective |
|
(2) |
Formerly known as Hudson High House. |
10
4. Real Estate Investments Statistics
As of March 31, 2022, the Company was invested in a total of
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Effective Monthly Rent Per Unit (1) as of |
|
|
% Occupied (2) as of |
|
|
||||||||||
|
Property Name |
|
Rentable Square Footage (in thousands) |
|
|
Number of Units (3) |
|
|
Date Acquired |
|
March 31, 2022 |
|
|
December 31, 2021 |
|
|
March 31, 2022 |
|
|
December 31, 2021 |
|
|
||||||
|
Arbors on Forest Ridge |
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
% |
|
|
|
% |
|
|
Cutter's Point |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
% |
|
|
Silverbrook |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
% |
|
|
The Summit at Sabal Park |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
% |
|
|
Courtney Cove |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
% |
|
|
Radbourne Lake |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
% |
|
|
Timber Creek |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
% |
|
|
Sabal Palm at Lake Buena Vista |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
% |
|
|
Cornerstone |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
% |
|
|
The Preserve at Terrell Mill |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
% |
|
|
Versailles |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
% |
|
|
Seasons 704 Apartments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
% |
|
|
Madera Point |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
% |
|
|
Venue at 8651 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
% |
|
|
Parc500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
% |
|
|
The Venue on Camelback |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
% |
|
|
Old Farm |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
% |
|
|
Stone Creek at Old Farm |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
% |
|
|
Hollister Place |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
% |
|
|
Rockledge Apartments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
% |
|
|
Atera Apartments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
% |
|
|
Crestmont Reserve |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
% |
|
|
Brandywine I & II |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
% |
|
|
Bella Vista |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
% |
|
|
The Enclave |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
% |
|
|
The Heritage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
% |
|
|
Summers Landing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
% |
|
|
Residences at Glenview Reserve |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
% |
|
|
Residences at West Place |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
% |
|
|
Avant at Pembroke Pines |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
% |
|
|
Arbors of Brentwood |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
% |
|
|
Torreyana Apartments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
% |
|
|
Bloom |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
% |
|
|
Bella Solara |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
% |
|
|
Fairways at San Marcos |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
% |
|
|
The Verandas at Lake Norman |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
% |
|
|
Creekside at Matthews |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
% |
|
|
Six Forks Station |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
% |
|
|
High House at Cary |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
|
(2) |
|
|
(3) |
|
11
5. Real Estate Investments
As of March 31, 2022, the major components of the Company’s investments in multifamily properties were as follows (in thousands):
|
Operating Properties |
|
|
Land |
|
|
Buildings and Improvements |
|
|
Intangible Lease Assets |
|
|
Construction in Progress |
|
|
Furniture, Fixtures and Equipment |
|
|
Totals |
|
||||||
|
Arbors on Forest Ridge |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
— |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Cutter's Point |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Silverbrook |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Summit at Sabal Park |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Courtney Cove |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Radbourne Lake |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Timber Creek |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sabal Palm at Lake Buena Vista |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cornerstone |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Preserve at Terrell Mill |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Versailles |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Seasons 704 Apartments |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Madera Point |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Venue at 8651 |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parc500 |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Venue on Camelback |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Old Farm |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stone Creek at Old Farm |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hollister Place |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rockledge Apartments |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Atera Apartments |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Crestmont Reserve |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Brandywine I & II |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Bella Vista |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Enclave |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
The Heritage |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summers Landing |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residences at Glenview Reserve |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Residences at West Place |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Avant at Pembroke Pines |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Arbors of Brentwood |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Torreyana Apartments |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bloom |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bella Solara |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fairways at San Marcos |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Verandas at Lake Norman |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creekside at Matthews |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Six Forks Station |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High House at Cary |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated depreciation and amortization |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
Total Operating Properties |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
12
As of December 31, 2021, the major components of the Company’s investments in multifamily properties were as follows (in thousands):
|
Operating Properties |
|
|
Land |
|
|
Buildings and Improvements |
|
|
Intangible Lease Assets |
|
|
Construction in Progress |
|
|
Furniture, Fixtures and Equipment |
|
|
Totals |
|
||||||
|
Arbors on Forest Ridge |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
|
$ |
|
|
|
Cutter's Point |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Silverbrook |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
The Summit at Sabal Park |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Courtney Cove |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Radbourne Lake |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Timber Creek |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sabal Palm at Lake Buena Vista |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cornerstone |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Preserve at Terrell Mill |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Versailles |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Seasons 704 Apartments |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Madera Point |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Venue at 8651 |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parc500 |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
The Venue on Camelback |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Old Farm |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stone Creek at Old Farm |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hollister Place |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rockledge Apartments |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Atera Apartments |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Crestmont Reserve |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Brandywine I & II |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Bella Vista |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Enclave |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Heritage |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summers Landing |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residences at Glenview Reserve |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Residences at West Place |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Avant at Pembroke Pines |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Arbors of Brentwood |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Torreyana Apartments |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bloom |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bella Solara |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fairways at San Marcos |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Verandas at Lake Norman |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creekside at Matthews |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Forks Station |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High House at Cary |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated depreciation and amortization |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
Total Operating Properties |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Depreciation expense was $
Amortization expense related to the Company’s intangible lease assets was $
Acquisitions
There were
Dispositions
There were
13
Casualty Losses
As of March 31, 2022, seven of the Company’s properties, Silverbrook, Venue at 8651, Bloom, Old Farm, Timber Creek, The Preserve at Terrell Mill and Six Forks, suffered significant property damages as a result of fires and flooding. As of March 31, 2022,
6. Debt
Mortgage Debt
The following table contains summary information concerning the mortgage debt of the Company as of March 31, 2022 (dollars in thousands):
|
Operating Properties |
|
Type |
|
Term (months) |
|
|
Outstanding Principal (1) |
|
|
Interest Rate (2) |
|
|
Maturity Date |
|||
|
Arbors on Forest Ridge |
(3) |
Floating |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
Cutter's Point |
(3) |
Floating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Silverbrook |
(3) |
Floating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Summit at Sabal Park |
(3) |
Floating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Courtney Cove |
(3) |
Floating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Preserve at Terrell Mill |
(3) |
Floating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Versailles |
(3) |
Floating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Seasons 704 Apartments |
(3) |
Floating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Madera Point |
(3) |
Floating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Venue at 8651 |
(3) |
Floating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Venue on Camelback |
(3) |
Floating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Old Farm |
(3) |
Floating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stone Creek at Old Farm |
(3) |
Floating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Timber Creek |
(3) |
Floating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Radbourne Lake |
(3) |
Floating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sabal Palm at Lake Buena Vista |
(3) |
Floating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cornerstone |
(4) |
Fixed |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parc500 |
(5) |
Fixed |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hollister Place |
(3) |
Floating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rockledge Apartments |
(3) |
Floating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Atera Apartments |
(3) |
Floating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Crestmont Reserve |
(3) |
Floating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brandywine I & II |
(3) |
Floating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bella Vista |
(6) |
Floating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Enclave |
(6) |
Floating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Heritage |
(6) |
Floating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summers Landing |
(7) |
Floating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residences at Glenview Reserve |
(8) |
Floating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residences at West Place |
(8) |
Fixed |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Avant at Pembroke Pines |
(3) |
Floating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Arbors of Brentwood |
(3) |
Floating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Torreyana Apartments |
(6) |
Floating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bloom |
(6) |
Floating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bella Solara |
(6) |
Floating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fairways at San Marcos |
(6) |
Floating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Verandas at Lake Norman |
(9) |
Floating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creekside at Matthews |
(9) |
Floating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Forks Station |
(10) |
Floating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High House at Cary |
(9) |
Floating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
Fair market value adjustment |
|
|
|
|
|
|
|
|
|
|
(11) |
|
|
|
|
|
|
Deferred financing costs, net of accumulated amortization of $ |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
(1) |
Mortgage debt that is non-recourse to the Company and encumbers the multifamily properties. |
|
(2) |
Interest rate is based on a reference rate plus an applicable margin, except for fixed rate mortgage debt. References rates used in our portfolio include one-month LIBOR and 30-Day Average Secured Overnight Financing Rate (“SOFR”). As of March 31, 2022, one-month LIBOR was |
14
|
(3) |
|
|
(4) |
Debt in the amount of $ |
|
(5) |
|
|
(6) |
|
|
(7) |
|
|
(8) |
|
|
(9) |
|
|
(10) |
|
|
(11) |
The Company reflected a valuation adjustment on its fixed rate debt for Parc500 and Residences at West Place to adjust it to fair market value on their respective dates of acquisition for the difference between the fair value and the assumed principal amount of debt. The difference is amortized into interest expense over the remaining terms of the mortgages. |
The weighted average interest rate of the Company’s mortgage indebtedness was
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 March 31, 2022, 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 March 31, 2022 (dollars in thousands):
|
|
|
Type |
|
Term (months) |
|
|
Outstanding Principal |
|
|
Interest Rate (1) |
|
|
Maturity Date |
|||
|
Corporate Credit Facility |
|
Floating |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
Deferred financing costs, net of accumulated amortization of $ |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
(1) |
Interest rate is based on Term SOFR plus an applicable margin. Term SOFR as of March 31, 2022 was |
15
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 facility, dated as of June 30, 2021 (as modified, amended and supplemented, the “Corporate Credit Facility”). As of March 31, 2022, there was $
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
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 March 31, 2022 and 2021, amortization of deferred financing costs of approximately $
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.
Schedule of Debt Maturities
The aggregate scheduled maturities, including amortizing principal payments, of total debt for the next five calendar years subsequent to March 31, 2022 are as follows (in thousands):
|
|
|
Operating Properties |
|
|
Credit Facility |
|
Total |
|
|||
|
2022 |
|
$ |
|
|
|
$ |
— |
|
$ |
|
|
|
2023 |
|
|
|
|
|
|
— |
|
|
|
|
|
2024 |
|
|
|
|
|
|
|
|
|
|
|
|
2025 |
|
|
|
|
|
|
— |
|
|
|
|
|
2026 |
|
|
|
|
|
|
— |
|
|
|
|
|
Thereafter |
|
|
|
|
|
|
— |
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
$ |
|
|
16
7. Fair Value of Derivatives and Financial Instruments
Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy):
|
|
• |
Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. |
|
|
• |
Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates and yield curves that are observable at commonly quoted intervals. |
|
|
• |
Level 3 inputs are the unobservable inputs for the asset or liability, which are typically based on an entity’s own assumption, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on input from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. |
The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The Company utilizes independent third parties to perform the allocation of value analysis for each property acquisition and to perform the market valuations on its derivative financial instruments and has established policies, as described above, processes and procedures intended to ensure that the valuation methodologies for investments and derivative financial instruments are fair and consistent as of the measurement date.
Derivative Financial Instruments and Hedging Activities
The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company may enter into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash payments principally related to the Company’s borrowings. In order to minimize counterparty credit risk, the Company enters into and expects to enter into hedging arrangements only with major financial institutions that have high credit ratings.
The Company utilizes an independent third party to perform the market valuations on its derivative financial instruments. The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. The fair values of interest rate caps are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the caps. The variable interest rates used in the calculation of projected receipts on the cap are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. To comply with the provisions of ASC 820, the Company incorporates credit valuation adjustments to appropriately reflect both the Company’s own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of the Company’s derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with the Company’s derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and its counterparties. The Company has determined that the significance of the impact of the credit valuation adjustments made to its derivative contracts, which determination was based on the fair value of each individual contract, was not significant to the overall valuation. As a result, all of the Company’s derivatives held as of March 31, 2022 and December 31, 2021 were classified as Level 2 of the fair value hierarchy.
17
The Company’s main objective in using interest rate derivatives is to add stability to interest expense related to floating rate debt. To accomplish this objective, the Company primarily uses interest rate swaps and caps as part of its interest rate risk management strategy. Interest rate swaps involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The interest rate swaps have terms ranging from
In order to fix a portion of, and mitigate the risk associated with, the Company’s floating rate indebtedness (without incurring substantial prepayment penalties or defeasance costs typically associated with fixed rate indebtedness when repaid early or refinanced), the Company, through the OP, has entered into nine interest rate swap transactions with KeyBank National Association (“KeyBank”) and four with Truist Bank with a combined notional amount of $
As of March 31, 2022, 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) |
|
|
||
|
|
|
|
|
KeyBank |
|
$ |
|
|
|
|
|
% |
|
|
|
|
|
|
KeyBank |
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
KeyBank |
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
KeyBank |
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
Truist |
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
KeyBank |
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
KeyBank |
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
KeyBank |
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
Truist |
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
KeyBank |
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
KeyBank |
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
Truist |
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
Truist |
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
% |
(2) |
|
(1) |
The floating rate option for the interest rate swaps is one-month LIBOR. As of March 31, 2022, one-month LIBOR was |
|
(2) |
Represents the weighted average fixed rate of the interest rate swaps. |
As of March 31, 2022, the Company had the following outstanding interest rate swaps that were designated as cash flow hedges of interest rate risk with future effective dates (dollars in thousands):
|
Effective Date |
|
Termination Date |
|
Counterparty |
|
Notional Amount |
|
|
Fixed Rate (1) |
|
|
||
|
|
|
|
|
KeyBank |
|
$ |
|
|
|
|
|
% |
|
|
(1) |
The floating rate option for the interest rate swaps is one-month LIBOR. As of March 31, 2022, one-month LIBOR was |
|
(2) |
Represents the weighted average fixed rate of the interest rate swaps. |
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 March 31, 2022 and 2021, the Company had the following outstanding derivatives that were not designated as hedges in qualifying hedging relationships (dollars in thousands):
|
As of March 31, |
|
Number of Instruments |
|
|
Notional Amount |
|
||
|
2022 |
|
|
|
|
|
$ |
|
|
|
2021 |
|
|
|
|
|
$ |
|
|
18
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 March 31, 2022 and December 31, 2021 (in thousands):
|
|
|
|
|
Asset Derivatives |
|
|
Liability Derivatives |
|
||||||||||
|
|
|
Balance Sheet Location |
|
March 31, 2022 |
|
|
December 31, 2021 |
|
|
March 31, 2022 |
|
|
December 31, 2021 |
|
||||
|
Derivatives designated as hedging instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps |
|
Fair market value of interest rate swaps |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives not designated as hedging instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate caps |
|
Prepaid and other assets |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
Total |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
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 months ended March 31, 2022 and 2021 (in thousands):
|
|
|
Amount of gain (loss) recognized in OCI |
|
|
Location of gain (loss) reclassified from accumulated |
|
Amount of gain (loss) reclassified from OCI into income |
|
||||||||||
|
|
|
2022 |
|
|
2021 |
|
|
OCI into income |
|
2022 |
|
|
2021 |
|
||||
|
Derivatives designated as hedging instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended March 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate products |
|
$ |
|
|
|
$ |
|
|
|
Interest expense |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
Location of gain (loss) |
|
Amount of gain (loss) recognized in income |
|
|||||
|
|
|
|
|
|
|
recognized in income |
|
2022 |
|
|
2021 |
|
||
|
Derivatives not designated as hedging instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended March 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate products |
|
|
|
|
|
Interest expense |
|
$ |
|
|
|
$ |
|
|
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 10). 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 March 31, 2022 and December 31, 2021, 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.
19
Long-term indebtedness is carried at amounts that reasonably approximate their fair value. 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 and estimated fair value of our debt at March 31, 2022 and December 31, 2021 (in thousands):
|
|
|
March 31, 2022 |
|
|
December 31, 2021 |
|
||||||||||
|
|
|
Carrying Value |
|
|
Estimated Fair Value |
|
|
Carrying Value |
|
|
Estimated Fair Value |
|
||||
|
Fixed rate debt |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Floating rate debt (1) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
(1) |
Includes balances outstanding under our Corporate Credit Facility. |
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 three months ended March 31, 2022 and 2021, the Company did
8. Stockholders’ Equity
Common Stock
During the three months ended March 31, 2022, the Company issued
As of March 31, 2022, the Company had
Share Repurchase Program
On June 15, 2016, the Board authorized the Company to repurchase up to $
During the three months ended March 31, 2022 and 2021, the Company did
Treasury Shares
From time to time, in accordance with the Company’s Share Repurchase Program, the Company may repurchase shares of its common stock in the open market. Until any such shares are retired, the cost of the shares is included in common stock held in treasury at cost on the consolidated balance sheet. The number of shares of common stock classified as treasury shares reduces the number of shares of the Company’s common stock outstanding and, accordingly, are considered in the weighted average number of shares outstanding during the period. During the three months ended March 31, 2022 and 2021, the Company retired
20
Long Term Incentive Plan
On June 15, 2016, the Company’s stockholders approved a long-term incentive plan (the “2016 LTIP”) and the Company filed a registration statement on Form S-8 registering
Restricted Stock Units.
Under 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 period for officers, employees and certain key employees of the Adviser and
|
|
|
2022 |
|
|||||
|
|
|
Number of Units |
|
|
Weighted Average Grant Date Fair Value |
|
||
|
Outstanding January 1, |
|
|
|
|
|
$ |
|
|
|
Granted |
|
|
|
|
|
|
|
|
|
Vested |
|
|
( |
) |
(1) |
|
|
|
|
Outstanding March 31, |
|
|
|
|
|
$ |
|
|
|
(1) |
Certain key employees of the Adviser elected to net the taxes owed upon vesting against the shares issued resulting in |
The following table contains information regarding the vesting of restricted stock units under the 2016 LTIP for the next five calendar years subsequent to March 31, 2022:
|
|
|
Shares Vesting |
|
|||||||||
|
|
|
February |
|
|
May |
|
|
Total |
|
|||
|
2022 |
|
|
— |
|
(1) |
|
|
|
|
|
|
|
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2026 |
|
|
|
|
|
|
— |
|
|
|
|
|
|
2027 |
|
|
|
|
|
|
— |
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Shares vested prior to March 31, 2022. |
As of March 31, 2022, the Company had issued
21
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 may issue and sell from time to time shares of the Company’s common stock, par value $
|
Gross proceeds |
|
|
$ |
|
|
|
Common shares issued |
|
|
|
|
|
|
Gross average sale price per share |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
Sales commissions |
|
|
$ |
|
|
|
Offering costs |
|
|
|
|
|
|
Net proceeds |
|
|
|
|
|
|
Average price per share, net |
|
|
$ |
|
|
9. Earnings (Loss) Per Share
Basic earnings (loss) per share is computed by dividing net income (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 earnings (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 loss per share, as they are exchangeable for common stock on a basis. The loss allocable to such units is allocated on this same basis and reflected as net loss attributable to redeemable noncontrolling interests in the OP in the accompanying consolidated statements of operations and comprehensive income. As such, the assumed conversion of these units would have no net impact on the determination of diluted loss per share. See Note 10 for additional information.
22
The following table sets forth the computation of basic and diluted loss per share for the periods presented (in thousands, except per share amounts):
|
|
|
For the Three Months Ended March 31, |
|
|
|||||
|
|
|
2022 |
|
|
2021 |
|
|
||
|
Numerator for loss per share: |
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
Net loss attributable to redeemable noncontrolling interests in the Operating Partnership |
|
|
( |
) |
|
|
( |
) |
|
|
Net loss attributable to common stockholders |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for loss per share: |
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
|
|
|
|
|
|
|
|
|
Denominator for basic loss per share |
|
|
|
|
|
|
|
|
|
|
Weighted average unvested restricted stock units |
|
|
|
|
|
|
|
|
|
|
Denominator for diluted earnings per share |
(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per weighted average common share: |
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
Diluted |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
10. Noncontrolling Interests
Redeemable Noncontrolling Interests in the OP
Interests in the OP held by limited partners are represented by OP Units. Net income (loss) is allocated to holders of OP Units based upon net income (loss) attributable to common stockholders and the weighted average number of OP Units outstanding to total common shares plus OP Units outstanding during the period. Capital contributions, distributions, and profits and losses are allocated to OP Units in accordance with the terms of the partnership agreement of the OP. Each time the OP distributes cash to the Company, outside limited partners of the OP receive their pro-rata share of the distribution. 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.
On June 30, 2017, the Company and the OP entered into a contribution agreement with BH Equities, LLC and its affiliates (collectively, “BH Equity”), whereby the Company purchased
In connection with the issuance of OP Units to BH Equity on August 1, 2017, the Company and the OP amended the partnership agreement of the OP (the “Amendment”). Pursuant to the Amendment, limited partners holding OP Units have the right to cause the OP to redeem their units at a redemption price equal to and in the form of the Cash Amount (as defined in the partnership agreement of the OP), provided that such OP Units have been outstanding for at least one year. The Company, through the OP GP, as the general partner of the OP may, in its sole discretion, purchase the OP Units by paying to the limited partner either the Cash Amount or the REIT Share Amount (one share of common stock of the Company for each OP Unit), as defined in the partnership agreement of the OP. Notwithstanding the foregoing, a limited partner will not be entitled to exercise its redemption right to the extent the issuance of the Company’s common stock to the redeeming limited partner would (1) be prohibited, as determined in the Company’s sole discretion, under the Company’s charter or (2) cause the acquisition of common stock by such redeeming limited partner to be “integrated” with any other distribution of the Company’s common stock for purposes of complying with the Securities Act. Accordingly, the Company records the OP Units held by noncontrolling limited partners outside of permanent equity and reports the OP Units at the greater of their carrying value or their redemption value using the Company’s stock price at each balance sheet date.
23
The following table sets forth the redeemable noncontrolling interests in the OP for the three months ended March 31, 2022 (in thousands):
|
Redeemable noncontrolling interests in the OP, December 31, 2021 |
|
$ |
|
|
|
Net loss attributable to redeemable noncontrolling interests in the OP |
|
|
( |
) |
|
Other comprehensive income attributable to redeemable noncontrolling interests in the OP |
|
|
|
|
|
Contributions from redeemable noncontrolling interests in the OP |
|
|
— |
|
|
Distributions to redeemable noncontrolling interests in the OP |
|
|
( |
) |
|
Adjustment to reflect redemption value of redeemable noncontrolling interests in the OP |
|
|
|
|
|
Redeemable noncontrolling interests in the OP, March 31, 2022 |
|
$ |
|
|
Noncontrolling Interests
Noncontrolling interests have in the past and may in the future be comprised of joint venture partners’ interests in joint ventures the Company consolidates. When applicable, the Company reports its joint venture partners’ interests in its consolidated joint ventures and other subsidiary interests held by third parties as noncontrolling interests. The Company records these noncontrolling interests at their initial fair value, adjusting the basis prospectively for their share of the respective consolidated investment’s net income or loss, equity contributions, return of capital, and distributions. Generally, these noncontrolling interests are not redeemable by the equity holders and are presented as part of permanent equity. Income and losses are allocated to the noncontrolling interest holder based on its economic ownership percentage
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 Equity, who was a noncontrolling interest member of the Company’s joint ventures prior to 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.
The property management fee paid to BH is approximately
|
|
|
For the Three Months Ended March 31, |
|
|
|||||
|
|
|
2022 |
|
|
2021 |
|
|
||
|
Fees incurred |
|
|
|
|
|
|
|
|
|
|
Property management fees |
(1) |
$ |
|
|
|
$ |
|
|
|
|
Construction supervision fees |
(2) |
|
|
|
|
|
|
|
|
|
Design fees |
(2) |
|
— |
|
|
|
|
|
|
|
Aerwave fees |
(3) |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reimbursements |
|
|
|
|
|
|
|
|
|
|
Payroll and benefits |
(3) |
|
|
|
|
|
|
|
|
|
Other reimbursements |
(4) |
|
|
|
|
|
|
|
|
|
(1) |
Included in property management fees on the consolidated statements of operations and comprehensive income. |
|
(2) |
Capitalized on the consolidated balance sheets and reflected in buildings and improvements. |
|
(3) |
Included in property operating expenses on the consolidated statements of operations and comprehensive income. |
|
(4) |
|
24
11. Related Party Transactions
Advisory and Administrative Fee
In accordance with the Advisory Agreement, the Company pays the Adviser an advisory fee equal to
In accordance with the Advisory Agreement, the Company also pays the Adviser an administrative fee equal to
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 $
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 three months ended March 31, 2022 and 2021, 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
For the three months ended March 31, 2022 and 2021, the Company incurred advisory and administrative fees of $
For the three months ended March 31, 2022 and 2021, the Adviser elected to voluntarily waive the advisory and administrative fees of approximately $
25
Other Related Party Transactions
The Company has in the past, and may in the future, utilize the services of affiliated parties. For the three months ended March 31, 2022 and 2021, the Company did not pay any 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,
12. 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 March 31, 2022, 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 $
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 March 31, 2022, the Company was
Self-Insurance Program
On March 1, 2021, the Adviser entered into a self-insurance policy resulting in an aggregate amount of $
On March 1, 2022, the Adviser entered into a new policy resulting in a new aggregate amount of $
26
13. Subsequent Events
Dividends Declared
On
Acquisitions
On April 1, 2022, the Company acquired The Adair and Estates on Maryland, from investors in a Delaware Statutory Trust managed by an entity affiliated with the Adviser, for total consideration of $
|
Property Name |
|
Location |
|
Purchase Price |
|
|
Mortgage Debt |
|
|
# Units |
|
|
Effective Ownership |
|
||||
|
The Adair |
|
Sandy Springs, GA |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
% |
|
Estates on Maryland |
|
Phoenix, AZ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
27
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, 2021 (our “Annual Report”), filed with the Securities and Exchange Commission (the “SEC”) on February 18, 2022. 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 March 31, 2022, our Portfolio consisted of 39 multifamily properties primarily located in the Southeastern and Southwestern United States encompassing 14,825 units of apartment space that was approximately 94.2% leased with a weighted average monthly effective rent per occupied apartment unit of $1,310. 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 March 31, 2022, there were 23,819,402 OP Units outstanding, of which 23,746,169, or 99.7%, were owned by us and 73,233, or 0.3%, were owned by an unaffiliated limited partner (see Note 10 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 14, 2022 for a one-year term. The Adviser is wholly owned by NexPoint Advisors, L.P.
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 may issue and sell from time to time 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, may be made in transactions that are 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 may enter into forward sale agreements with each of Jefferies, KeyBanc and Raymond James, or their respective affiliates, through the 2020 ATM Program. During the three months ended March 31, 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. The Company paid approximately $0.1 million in fees to the ATM Sales Agents with respect to such sales and incurred other issuance costs of approximately $0.1 million, both of which were netted against the gross proceeds and recorded in additional paid in capital (see Note 8 to our consolidated financial statements).
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 three months ended March 31, 2022 and 2021.
On October 15, 2021, a lawsuit was filed by a trust set up in connection with the Highland bankruptcy in the United States Bankruptcy Court for the Northern District of Texas. The lawsuit makes claims against a number of entities, including our Sponsor and James Dondero. The lawsuit does not include claims related to our business or our assets or operations. Our Sponsor and Mr. Dondero have informed us they believe the lawsuit has no merit and they intend to vigorously defend against the claims. We do not expect the lawsuit will have a material effect on our business, results of operations or financial condition.
28
Components of Our Revenues and Expenses
Revenues
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.
Expenses
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 10 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 11 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.
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.
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.
29
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 Months Ended March 31, 2022 and 2021
The following table sets forth a summary of our operating results for the three months ended March 31, 2022 and 2021 (in thousands):
|
|
|
For the Three Months Ended March 31, |
|
|
|
|
|
|||||
|
|
|
2022 |
|
|
2021 |
|
|
$ Change |
|
|||
|
Total revenues |
|
$ |
60,786 |
|
|
$ |
51,796 |
|
|
$ |
8,990 |
|
|
Total expenses |
|
|
(55,126 |
) |
|
|
(48,548 |
) |
|
|
(6,578 |
) |
|
Operating income |
|
|
5,660 |
|
|
|
3,248 |
|
|
|
2,412 |
|
|
Interest expense |
|
|
(10,636 |
) |
|
|
(10,616 |
) |
|
|
(20 |
) |
|
Casualty gain |
|
|
128 |
|
|
|
— |
|
|
|
128 |
|
|
Miscellaneous income |
|
|
181 |
|
|
|
468 |
|
|
|
(287 |
) |
|
Net loss |
|
|
(4,667 |
) |
|
|
(6,900 |
) |
|
|
2,233 |
|
|
Net loss attributable to redeemable noncontrolling interests in the Operating Partnership |
|
|
(14 |
) |
|
|
(21 |
) |
|
|
7 |
|
|
Net loss attributable to common stockholders |
|
$ |
(4,653 |
) |
|
$ |
(6,879 |
) |
|
$ |
2,226 |
|
The change in our net loss for the three months ended March 31, 2022 as compared to the net loss for the three months ended March 31, 2021 primarily relates to an increase in total revenues, and was partially offset by an increase in total expenses and decrease in miscellaneous income. The change in our net loss between the periods was also due to our acquisition and disposition activity in 2021 and the timing of the transactions (we purchased two properties in the second quarter of 2021, one property in the third quarter of 2021, one property in the fourth quarter of 2021, and disposed of two properties in the fourth quarter of 2021).
Revenues
Rental income. Rental income was $59.3 million for the three months ended March 31, 2022 compared to $50.3 million for the three months ended March 31, 2021, which was an increase of approximately $9.0 million. The increase between the periods was primarily due to a 15.9% increase in the weighted average monthly effective rent per occupied apartment unit in our Portfolio to $1,310 as of March 31, 2022 from $1,130 as of March 31, 2021. 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 $1.5 million for the three months ended March 31, 2022 compared to $1.5 million for the three months ended March 31, 2021.
Expenses
Property operating expenses. Property operating expenses were $13.6 million for the three months ended March 31, 2022 compared to $11.2 million for the three months ended March 31, 2021, which was an increase of approximately $2.4 million. The increase between the periods was primarily due to our acquisition and disposition activity in 2021 and the timing of the transactions, as described above. The increase between the periods was primarily due to a $0.7 million, or 14.7%, increase in payroll costs, and a $0.2 million increase in water and sewer fees.
Real estate taxes and insurance. Real estate taxes and insurance costs were $8.7 million for the three months ended March 31, 2022 compared to $8.7 million for the three months ended March 31, 2021. 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 $1.8 million for the three months ended March 31, 2022 compared to $1.5 million for the three months ended March 31, 2021, which was an increase of approximately $0.3 million. The increase between the periods was primarily due to an increase in total revenues, which the fee is primarily based on.
30
Advisory and administrative fees. Advisory and administrative fees were $1.8 million for the three months ended March 31, 2022 and $1.9 million for the three months ended March 31, 2021, which was a decrease of approximately $0.1 million. For the three months ended March 31, 2022 and 2021, our Adviser elected to voluntarily waive the advisory and administrative fees of approximately $4.9 million and $4.0 million and are considered to be 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 $3.5 million for the three months ended March 31, 2022 compared to $2.9 million for the three months ended March 31, 2021, which was an increase of approximately $0.6 million. The increase between the periods was primarily due to increases in stock compensation expense of $0.3 million and professional fees of $0.2 million.
Property general and administrative expenses. Property general and administrative expenses were $2.0 million for the three months ended March 31, 2022 compared to $1.6 million for the three months ended March 31, 2021, which was an increase of approximately $0.4 million. The increase between the periods was primarily due to our acquisition and disposition activity in 2021 and the timing of the transactions, as described above. The increase between the periods was also due to increases in centralized marketing services and revenue software management of $0.1 million.
Depreciation and amortization. Depreciation and amortization costs were $23.7 million for the three months ended March 31, 2022 compared to $20.8 million for the three months ended March 31, 2021, which was an increase of approximately $2.9 million. The increase between the periods was primarily due to an increase of $2.7 million in depreciation expense, primarily due to our acquisition activity in 2021 and the timing of the transactions, as described above. The increase between the periods was also due to the amortization of intangible lease assets of $1.1 million related to two properties for the three months ended March 31, 2022 compared to $0.8 million related to one property for the three months ended March 31, 2021, which was an increase of approximately $0.3 million. 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.
Other Income and Expense
Interest expense. Interest expense was $10.6 million for the three months ended March 31, 2022 compared to $10.6 million for the three months ended March 31, 2021. There was an increase in interest on debt of approximately $1.3 million and a mark-to-market gain on interest rate cap derivatives of $1.2 million. The gain on interest rate cap derivatives is due to an increase in fair value of the caps held primarily by Fairways at San Marcos, The Verandas at Lake Norman, Creekside at Matthews, Six Forks Station and High House at Cary. The following table details the various costs included in interest expense for the three months ended March 31, 2022 and 2021 (in thousands):
|
|
|
For the Three Months Ended March 31, |
|
|
|
|
|
|||||
|
|
|
2022 |
|
|
2021 |
|
|
$ Change |
|
|||
|
Interest on debt |
|
$ |
7,689 |
|
|
$ |
6,404 |
|
|
$ |
1,285 |
|
|
Amortization of deferred financing costs |
|
|
565 |
|
|
|
561 |
|
|
|
4 |
|
|
Interest rate swaps |
|
|
3,562 |
|
|
|
3,663 |
|
|
|
(101 |
) |
|
Interest rate caps mark-to-market gain |
|
|
(1,180 |
) |
|
|
(12 |
) |
|
|
(1,168 |
) |
|
Total |
|
$ |
10,636 |
|
|
$ |
10,616 |
|
|
$ |
20 |
|
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 depreciation and amortization expenses as well as 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) pandemic expenses that are not reflective of continuing operations of the properties and (8) 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.
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 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
31
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.
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 Months Ended March 31, 2022 and 2021
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 months ended March 31, 2022 and 2021 to net loss, the most directly comparable GAAP financial measure (in thousands):
|
|
|
For the Three Months Ended March 31, |
|
|
|||||
|
|
|
2022 |
|
|
2021 |
|
|
||
|
Net loss |
|
$ |
(4,667 |
) |
|
$ |
(6,900 |
) |
|
|
Adjustments to reconcile net loss to NOI: |
|
|
|
|
|
|
|
|
|
|
Advisory and administrative fees |
|
|
1,843 |
|
|
|
1,868 |
|
|
|
Corporate general and administrative expenses |
|
|
3,486 |
|
|
|
2,940 |
|
|
|
Casualty-related expenses |
(1) |
|
1,047 |
|
|
|
42 |
|
|
|
Casualty gains |
|
|
(128 |
) |
|
|
— |
|
|
|
Pandemic expense |
(2) |
|
3 |
|
|
|
24 |
|
|
|
Property general and administrative expenses |
(3) |
|
627 |
|
|
|
376 |
|
|
|
Depreciation and amortization |
|
|
23,718 |
|
|
|
20,758 |
|
|
|
Interest expense |
|
|
10,636 |
|
|
|
10,616 |
|
|
|
NOI |
|
$ |
36,565 |
|
|
$ |
29,724 |
|
|
|
Less Non-Same Store |
|
|
|
|
|
|
|
|
|
|
Revenues |
|
|
(5,283 |
) |
|
|
(1,919 |
) |
|
|
Operating expenses |
|
|
1,876 |
|
|
|
1,031 |
|
|
|
Operating income |
|
|
(3 |
) |
|
|
(341 |
) |
|
|
Same Store NOI |
|
$ |
33,155 |
|
|
$ |
28,495 |
|
|
|
(1) |
Adjustment to net loss to exclude certain property operating expenses that are casualty-related expenses. |
|
(2) |
Represents additional cleaning, disinfecting and other costs incurred at the properties related to COVID-19. |
32
|
(3) |
Adjustment to net loss to exclude certain property general and administrative expenses that are not reflective of the continuing operations of the properties or are incurred on our behalf at the property for expenses such as legal, professional, centralized leasing service and franchise tax fees. |
Net Operating Income for Our Same Store and Non-Same Store Properties for the Three Months Ended March 31, 2022 and 2021
There are 34 properties encompassing 13,456 units of apartment space in our same store pool for the three months ended March 31, 2022 and 2021 (our “Same Store” properties). Our Same Store properties exclude the following five properties in our Portfolio as of March 31, 2022: The Verandas at Lake Norman, Creekside at Matthews, Six Forks Station, Hudson High House and Cutter’s Point as well as the 49 units that are currently down (see Note 5).
The following table reflects the revenues, property operating expenses and NOI for the three months ended March 31, 2022 and 2021 for our Same Store and Non-Same Store properties (dollars in thousands):
|
|
|
For the Three Months Ended March 31, |
|
|
|
|
|
|
|
|
|
|||||
|
|
|
2022 |
|
|
2021 |
|
|
$ Change |
|
|
% Change |
|
||||
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Same Store |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental income |
|
$ |
54,121 |
|
|
$ |
48,434 |
|
|
$ |
5,687 |
|
|
|
11.7 |
% |
|
Other income |
|
|
1,382 |
|
|
|
1,443 |
|
|
|
(61 |
) |
|
|
-4.2 |
% |
|
Same Store revenues |
|
|
55,503 |
|
|
|
49,877 |
|
|
|
5,626 |
|
|
|
11.3 |
% |
|
Non-Same Store |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental income |
|
|
5,176 |
|
|
|
1,906 |
|
|
|
3,270 |
|
|
|
171.6 |
% |
|
Other income |
|
|
107 |
|
|
|
13 |
|
|
|
94 |
|
|
|
723.1 |
% |
|
Non-Same Store revenues |
|
|
5,283 |
|
|
|
1,919 |
|
|
|
3,364 |
|
|
|
175.3 |
% |
|
Total revenues |
|
|
60,786 |
|
|
|
51,796 |
|
|
|
8,990 |
|
|
|
17.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Same Store |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating expenses (1) |
|
|
11,569 |
|
|
|
10,565 |
|
|
|
1,004 |
|
|
|
9.5 |
% |
|
Real estate taxes and insurance |
|
|
8,110 |
|
|
|
8,407 |
|
|
|
(297 |
) |
|
|
-3.5 |
% |
|
Property management fees (2) |
|
|
1,605 |
|
|
|
1,423 |
|
|
|
182 |
|
|
|
12.8 |
% |
|
Property general and administrative expenses (3) |
|
|
1,242 |
|
|
|
1,115 |
|
|
|
127 |
|
|
|
11.4 |
% |
|
Same Store operating expenses |
|
|
22,526 |
|
|
|
21,510 |
|
|
|
1,016 |
|
|
|
4.7 |
% |
|
Non-Same Store |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating expenses (4) |
|
|
977 |
|
|
|
585 |
|
|
|
392 |
|
|
|
67.0 |
% |
|
Real estate taxes and insurance |
|
|
610 |
|
|
|
315 |
|
|
|
295 |
|
|
|
93.7 |
% |
|
Property management fees (2) |
|
|
152 |
|
|
|
62 |
|
|
|
90 |
|
|
|
145.2 |
% |
|
Property general and administrative expenses (5) |
|
|
137 |
|
|
|
69 |
|
|
|
68 |
|
|
|
98.6 |
% |
|
Non-Same Store operating expenses |
|
|
1,876 |
|
|
|
1,031 |
|
|
|
845 |
|
|
|
82.0 |
% |
|
Total operating expenses |
|
|
24,402 |
|
|
|
22,541 |
|
|
|
1,861 |
|
|
|
8.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Same Store |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Miscellaneous income |
|
|
178 |
|
|
|
128 |
|
|
|
50 |
|
|
|
39.1 |
% |
|
Non-Same Store |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Miscellaneous income |
|
|
3 |
|
|
|
341 |
|
|
|
(338 |
) |
|
N/M |
|
|
|
Total operating income |
|
|
181 |
|
|
|
469 |
|
|
|
(288 |
) |
|
N/M |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOI |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Same Store |
|
|
33,155 |
|
|
|
28,495 |
|
|
|
4,660 |
|
|
|
16.4 |
% |
|
Non-Same Store |
|
|
3,410 |
|
|
|
1,229 |
|
|
|
2,181 |
|
|
|
177.5 |
% |
|
Total NOI |
|
$ |
36,565 |
|
|
$ |
29,724 |
|
|
$ |
6,841 |
|
|
|
23.0 |
% |
|
(1) |
For the three months ended March 31, 2022 and 2021, excludes approximately $(1,676,000) and $58,000, respectively, of casualty-related expenses/(recoveries). |
|
(2) |
Fees incurred to an unaffiliated third party that is an affiliate of the noncontrolling limited partner of the OP. |
33
|
(3) |
For the three months ended March 31, 2022 and 2021, excludes approximately $609,000 and $322,000, respectively, of expenses that are not reflective of the continuing operations of the properties or are incurred on our behalf at the property for expenses such as legal, professional, centralized leasing service and franchise tax fees. |
|
(4) |
For the three months ended March 31, 2022 and 2021, excludes approximately $117,000 and $8,000, respectively, of casualty-related expenses. |
|
(5) |
For the three months ended March 31, 2022 and 2021, excludes approximately $18,000 and $54,000, respectively, of expenses that are not reflective of the continuing operations of the properties or are incurred on our behalf at the property for expenses such as legal, professional, centralized leasing service and franchise tax fees. |
See reconciliation of net loss to NOI above under “NOI and Same Store NOI for the Three Months Ended March 31, 2022 and 2021.”
Same Store Results of Operations for the Three Months Ended March 31, 2022 and 2021
As of March 31, 2022, our Same Store properties were approximately 94.4% leased with a weighted average monthly effective rent per occupied apartment unit of $1,310. As of March 31, 2021, our Same Store properties were approximately 95.3% leased with a weighted average monthly effective rent per occupied apartment unit of $1,135. For our Same Store properties, we recorded the following operating results for the three months ended March 31, 2022 as compared to the three months ended March 31, 2021:
Revenues
Rental income. Rental income was $54.1 million for the three months ended March 31, 2022 compared to $48.4 million for the three months ended March 31, 2021, which was an increase of approximately $5.7 million, or 11.7%. The majority of the increase is related to a 15.4% increase in the weighted average monthly effective rent per occupied apartment unit to $1,310 as of March 31, 2022 from $1,135 as of March 31, 2021, partially offset by a 0.9% decrease in occupancy.
Other income. Other income was $1.4 million for the three months ended March 31, 2022 compared to $1.4 million for the three months ended March 31, 2021.
Expenses
Property operating expenses. Property operating expenses were $11.6 million for the three months ended March 31, 2022 compared to $10.6 million for the three months ended March 31, 2021, which was an increase of approximately $1.0 million, or 9.5%. The majority of the increase is related to a $0.4 million, or 10.2%, increase in repair and maintenance costs and an increase in payroll of $0.3 million, or 7.1%.
Real estate taxes and insurance. Real estate taxes and insurance costs were $8.1 million for the three months ended March 31, 2022 compared to $8.4 million for the three months ended March 31, 2021, which was a decrease of approximately $0.3 million, or 3.5%. The majority of the decrease is related to an increase in property tax refunds of approximately $0.3 million.
Property management fees. Property management fees were $1.6 million for the three months ended March 31, 2022 compared to $1.4 million for the three months ended March 31, 2021, which was an increase of approximately $0.2 million, or 12.8%. The majority of the increase is related to a $5.7 million, or 11.7%, increase in rental income, 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 March 31, 2022 compared to $1.1 million for the three months ended March 31, 2021, which was an increase of approximately $0.1 million, or 11.4%. The majority of the increase is related to an increase in eviction fees of approximately $0.1 million.
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.
34
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 and impairment charges. 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 as acquisition expenses, losses on extinguishment of debt and modification costs (including prepayment penalties and defeasance costs incurred on the early repayment of debt, 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-related expenses and recoveries and gains or losses, pandemic expenses, 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 9 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.
35
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 months ended March 31, 2022 and 2021 (in thousands, except per share amounts):
|
|
|
For the Three Months Ended March 31, |
|
|
|
|
|
|||||
|
|
|
2022 |
|
|
2021 |
|
|
% Change |
|
|||
|
Net loss |
|
$ |
(4,667 |
) |
|
$ |
(6,900 |
) |
|
|
32.4 |
% |
|
Depreciation and amortization |
|
|
23,718 |
|
|
|
20,758 |
|
|
|
14.3 |
% |
|
Adjustment for noncontrolling interests |
|
|
(57 |
) |
|
|
(41 |
) |
|
|
39.0 |
% |
|
FFO attributable to common stockholders |
|
|
18,994 |
|
|
|
13,817 |
|
|
|
37.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO per share - basic |
|
$ |
0.74 |
|
|
$ |
0.55 |
|
|
|
34.5 |
% |
|
FFO per share - diluted |
|
$ |
0.74 |
|
|
$ |
0.55 |
|
|
|
34.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Casualty-related expenses |
|
|
1,047 |
|
|
|
42 |
|
|
N/M |
|
|
|
Casualty gain |
|
|
(128 |
) |
|
|
— |
|
|
|
0.0 |
% |
|
Pandemic expense |
(1) |
|
3 |
|
|
|
24 |
|
|
N/M |
|
|
|
Amortization of deferred financing costs - acquisition term notes |
|
|
179 |
|
|
|
209 |
|
|
|
(14.4 |
)% |
|
Adjustment for noncontrolling interests |
|
|
(4 |
) |
|
|
(1 |
) |
|
N/M |
|
|
|
Core FFO attributable to common stockholders |
|
|
20,091 |
|
|
|
14,091 |
|
|
|
42.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Core FFO per share - basic |
|
$ |
0.78 |
|
|
$ |
0.56 |
|
|
|
39.5 |
% |
|
Core FFO per share - diluted |
|
$ |
0.78 |
|
|
$ |
0.56 |
|
|
|
39.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of deferred financing costs - long term debt |
|
|
386 |
|
|
|
352 |
|
|
|
9.7 |
% |
|
Equity-based compensation expense |
|
|
1,876 |
|
|
|
1,608 |
|
|
|
16.7 |
% |
|
Adjustment for noncontrolling interests |
|
|
(7 |
) |
|
|
(6 |
) |
|
|
16.7 |
% |
|
AFFO attributable to common stockholders |
|
|
22,346 |
|
|
|
16,045 |
|
|
|
39.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AFFO per share - basic |
|
$ |
0.87 |
|
|
$ |
0.64 |
|
|
|
36.3 |
% |
|
AFFO per share - diluted |
|
$ |
0.87 |
|
|
$ |
0.64 |
|
|
|
36.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding - basic |
|
|
25,620 |
|
|
|
25,068 |
|
|
|
2.2 |
% |
|
Weighted average common shares outstanding - diluted |
|
|
25,620 |
|
|
|
25,068 |
|
|
|
2.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends declared per common share |
|
$ |
0.380 |
|
|
$ |
0.341 |
|
|
|
11.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO Coverage - diluted |
(2) |
1.95x |
|
|
1.62x |
|
|
|
20.8 |
% |
||
|
Core FFO Coverage - diluted |
(2) |
2.06x |
|
|
1.65x |
|
|
|
25.3 |
% |
||
|
AFFO Coverage - diluted |
(2) |
2.30x |
|
|
1.88x |
|
|
|
22.4 |
% |
||
|
(1) |
Represents additional cleaning, disinfecting and other costs incurred at the properties related to COVID-19. |
|
(2) |
Indicates coverage ratio of FFO/Core FFO/AFFO per common share (diluted) over dividends declared per common share during the period. |
The three months ended March 31, 2022 as compared to the three months ended March 31, 2021
FFO was $19.0 million for the three months ended March 31, 2022 compared to $13.8 million for the three months ended March 31, 2021, which was an increase of approximately $5.2 million. The change in our FFO between the periods primarily relates to an increase in total revenues of $9.0 million, partially offset by increases in total property operating expenses of $2.4 million, corporate general and administrative expenses of $0.6 million, and adjustments for amounts attributable to noncontrolling interests.
Core FFO was $20.1 million for the three months ended March 31, 2022 compared to $14.1 million for the three months ended March 31, 2021, which was an increase of approximately $6.0 million. The change in our Core FFO between the periods primarily relates to an increase in FFO and an increase in casualty-related expenses of approximately $1.0 million, partially offset by an increase in casualty gain of $0.1 million.
36
AFFO was $22.3 million for the three months ended March 31, 2022 compared to $16.0 million for the three months ended March 31, 2021, which was an increase of approximately $6.3 million. The change in our AFFO between the periods primarily relates to increases in Core FFO and equity-based compensation expense of $0.3 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:
|
|
• |
capital expenditures to continue our value-add program and to improve the quality and performance of our multifamily properties; |
|
|
• |
interest expense and scheduled principal payments on outstanding indebtedness (see “—Obligations and Commitments” below); |
|
|
• |
recurring maintenance necessary to maintain our multifamily properties; |
|
|
• |
distributions necessary to qualify for taxation as a REIT; |
|
|
• |
acquisition of additional properties; |
|
|
• |
advisory and administrative fees payable to our Adviser; |
|
|
• |
general and administrative expenses; |
|
|
• |
reimbursements to our Adviser; and |
|
|
• |
property management fees payable to BH. |
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 March 31, 2022, we had approximately $14.1 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 Company continues to monitor the impact on COVID-19 and its impact on future rent collections, valuation of real estate investments, impact on cash flow and ability to refinance or repay debt. 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.
37
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 may issue and sell from time to time 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, may be made in transactions that are 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 may enter into forward sale agreements with each of Jefferies, KeyBanc and Raymond James, or their respective affiliates, through the ATM Program. During the three months ended March 31, 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 ATM Program. The Company 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 $0.1 million, both of which were netted against the gross proceeds and recorded in additional paid in capital (see Note 8 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 March 31, 2022.
Cash Flows
The following table presents selected data from our consolidated statements of cash flows for the three months ended March 31, 2022 and 2021 (in thousands):
|
|
|
For the Three Months Ended March 31, |
|
|||||
|
|
|
2022 |
|
|
2021 |
|
||
|
Net cash provided by operating activities |
|
$ |
8,682 |
|
|
$ |
13,744 |
|
|
Net cash used in investing activities |
|
|
(10,462 |
) |
|
|
(7,587 |
) |
|
Net cash provided by (used in) financing activities |
|
|
45,208 |
|
|
|
(10,541 |
) |
|
Net increase (decrease) in cash, cash equivalents and restricted cash |
|
|
43,428 |
|
|
|
(4,384 |
) |
|
Cash, cash equivalents and restricted cash, beginning of period |
|
|
88,696 |
|
|
|
57,015 |
|
|
Cash, cash equivalents and restricted cash, end of period |
|
$ |
132,124 |
|
|
$ |
52,631 |
|
Cash flows from operating activities. During the three months ended March 31, 2022, net cash provided by operating activities was $8.7 million compared to net cash provided by operating activities of $13.7 million for the three months ended March 31, 2021. The change in cash flows from operating activities was mainly due to our acquisition and disposition activity in 2021 and the timing of the transactions, as described above.
Cash flows from investing activities. During the three months ended March 31, 2022, net cash used in investing activities was $10.5 million compared to net cash used in investing activities of $7.6 million for the three months ended March 31, 2021. The change in cash flows from investing activities was mainly due to a decrease in insurance proceeds received from casualty losses and our acquisition and disposition activity in 2021 and the timing of the transactions, as described above.
Cash flows from financing activities. During the three months ended March 31, 2022, net cash provided by financing activities was $45.2 million compared to net cash used in financing activities of $10.5 million for the three months ended March 31, 2021. The change in cash flows from financing activities was mainly due to a net increase in debt of approximately $54.8 million and an increase in proceeds from the issuance of common stock through the 2020 ATM Program of approximately $4.3 million (net of Sales Agents fees and other legal fees). These were partially offset by an increase in common stock dividends paid of approximately $1.4 million.
Debt, Derivatives and Hedging Activity
Mortgage Debt
As of March 31, 2022, our subsidiaries had aggregate mortgage debt outstanding to third parties of approximately $1.3 billion at a weighted average interest rate of 2.10% and an adjusted weighted average interest rate of 2.95%. For purposes of calculating the adjusted weighted average interest rate of our mortgage debt outstanding, we have included the weighted average fixed rate of 1.2128% for one-month LIBOR on our combined $1.4 billion notional amount of interest rate swap agreements, which effectively fixes the interest rate on $1.4 billion of our floating rate debt. See Notes 6 and 7 to our consolidated financial statements for additional information.
38
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 over the life of the agreements without exchange of the underlying notional amount. As of March 31, 2022, interest rate swap agreements effectively covered 100% of our $1.2 billion of floating rate mortgage debt outstanding and 61.4% of our $335.0 million floating rate Credit Facility.
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 March 31, 2022, interest rate cap agreements covered $458.8 million of our $1.2 billion of floating rate mortgage debt outstanding. These interest rate cap agreements effectively cap one-month LIBOR on $458.8 million of our floating rate mortgage debt at a weighted average rate of 4.79%.
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.
Corporate Credit Facility
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 March 31, 2022, there was $350.0 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, 2024 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 March 31, 2022, there was $335.0 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 March 31, 2022, the Company believes it is compliant with all provisions. For additional information regarding our Corporate Credit Facility, see Note 6.
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 11 interest rate swap transactions with KeyBank and two with SunTrust Bank (collectively the “Counterparties”) with a combined notional amount of $1.4 billion. As of March 31, 2022, the interest rate swaps we have entered into effectively replace the floating interest rate (one-month LIBOR) with respect to $1.4 billion of our floating rate debt outstanding with a weighted average fixed rate of 1.2128%. During the term of these interest rate swap agreements, we are required to make monthly fixed rate payments of 1.2128%, on a weighted average basis, on the notional amounts, while the Counterparties are obligated to make monthly floating rate payments based on one-month 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 6 and 7 to our consolidated financial statements for additional information.
39
The following table contains summary information regarding our outstanding interest rate swaps (dollars in thousands):
|
Effective Date |
|
Termination Date |
|
Counterparty |
|
Notional Amount |
|
|
Fixed Rate (1) |
|
|
||
|
April 1, 2017 |
|
April 1, 2022 |
|
KeyBank |
|
$ |
100,000 |
|
|
|
1.9570 |
% |
|
|
May 1, 2017 |
|
April 1, 2022 |
|
KeyBank |
|
|
50,000 |
|
|
|
1.9610 |
% |
|
|
July 1, 2017 |
|
July 1, 2022 |
|
KeyBank |
|
|
100,000 |
|
|
|
1.7820 |
% |
|
|
June 1, 2019 |
|
June 1, 2024 |
|
KeyBank |
|
|
50,000 |
|
|
|
2.0020 |
% |
|
|
June 1, 2019 |
|
June 1, 2024 |
|
Truist |
|
|
50,000 |
|
|
|
2.0020 |
% |
|
|
September 1, 2019 |
|
September 1, 2026 |
|
KeyBank |
|
|
100,000 |
|
|
|
1.4620 |
% |
|
|
September 1, 2019 |
|
September 1, 2026 |
|
KeyBank |
|
|
125,000 |
|
|
|
1.3020 |
% |
|
|
January 3, 2020 |
|
September 1, 2026 |
|
KeyBank |
|
|
92,500 |
|
|
|
1.6090 |
% |
|
|
March 4, 2020 |
|
June 1, 2026 |
|
Truist |
|
|
100,000 |
|
|
|
0.8200 |
% |
|
|
June 1, 2021 |
|
September 1, 2026 |
|
KeyBank |
|
|
200,000 |
|
|
|
0.8450 |
% |
|
|
June 1, 2021 |
|
September 1, 2026 |
|
KeyBank |
|
|
200,000 |
|
|
|
0.9530 |
% |
|
|
March 1, 2022 |
|
March 1, 2025 |
|
Truist |
|
|
145,000 |
|
|
|
0.5730 |
% |
|
|
March 1, 2022 |
|
March 1, 2025 |
|
Truist |
|
|
105,000 |
|
|
|
0.6140 |
% |
|
|
|
|
|
|
|
|
$ |
1,417,500 |
|
|
|
1.2128 |
% |
(2) |
|
(1) |
The floating rate option for the interest rate swaps is one-month LIBOR. As of March 31, 2022, one-month LIBOR was 0.452%. |
|
(2) |
Represents the weighted average fixed rate of the interest rate swaps. |
Obligations and Commitments
The following table summarizes our contractual obligations and commitments as of March 31, 2022 for the next five calendar years subsequent to March 31, 2022. We used one-month LIBOR as of March 31, 2022 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) |
|
|||||||||||||||||||||||||
|
|
|
|
Total |
|
|
2022 |
|
|
2023 |
|
|
2024 |
|
|
2025 |
|
|
2026 |
|
|
Thereafter |
|
|||||||
|
Operating Properties Mortgage Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal payments |
|
|
$ |
1,280,765 |
|
|
$ |
1,040 |
|
|
$ |
21,047 |
|
|
$ |
394,956 |
|
|
$ |
205,662 |
|
|
$ |
423,149 |
|
|
$ |
234,911 |
|
|
Interest expense |
(1) |
|
|
120,478 |
|
|
|
27,846 |
|
|
|
26,532 |
|
|
|
22,440 |
|
|
|
16,861 |
|
|
|
11,213 |
|
|
|
15,586 |
|
|
Total |
|
|
$ |
1,401,243 |
|
|
$ |
28,886 |
|
|
$ |
47,579 |
|
|
$ |
417,396 |
|
|
$ |
222,523 |
|
|
$ |
434,362 |
|
|
$ |
250,497 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit Facility |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal payments |
|
|
$ |
335,000 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
335,000 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
Interest expense |
|
|
|
21,493 |
|
|
|
7,216 |
|
|
|
9,544 |
|
|
|
4,733 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Total |
|
|
$ |
356,493 |
|
|
$ |
7,216 |
|
|
$ |
9,544 |
|
|
$ |
339,733 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contractual obligations and commitments |
|
|
$ |
1,757,736 |
|
|
$ |
36,102 |
|
|
$ |
57,123 |
|
|
$ |
757,129 |
|
|
$ |
222,523 |
|
|
$ |
434,362 |
|
|
$ |
250,497 |
|
|
(1) |
Interest expense obligations includes the impact of expected settlements on interest rate swaps which have been entered into in order to fix the interest rate on the hedged portion of our floating rate debt obligations. As of March 31, 2022, we had entered into thirteen interest rate swap transactions with a combined notional amount of $1.4 billion. We have allocated the total impact of expected settlements on the $1.4 billion notional amount of interest rate swaps to ‘Operating Properties Mortgage Debt.’ We used one-month LIBOR as of March 31, 2022 to determine our expected settlements through the terms of the interest rate swaps. |
Corporate Credit Facility
The Corporate Credit Facility will mature on June 30, 2024 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.
40
Advisory Agreement
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 March 31, 2022 and 2021, the Company incurred advisory and administrative fees of $1.8 million and $1.9 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. As of March 31, 2022, 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 months ended March 31, 2022, the Company incurred expenses of $0.1 million for fiber internet service which is included in property operating expenses on the consolidated statement of operations and comprehensive income.
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 March 31, 2022, we had approximately $14.1 million of renovation value-add reserves for our planned capital expenditures and other expenses to implement our value-add program, which will complete approximately 924 planned interior rehabs. The following table sets forth a summary of our capital expenditures related to our value-add program for the (in thousands):
|
|
|
For the Three Months Ended March 31, |
|
|||||
|
Rehab Expenditures |
|
2022 |
|
|
2021 |
|
||
|
Interior |
(1) |
$ |
4,714 |
|
|
$ |
2,332 |
|
|
Exterior and common area |
|
|
917 |
|
|
|
2,960 |
|
|
Total rehab expenditures |
|
$ |
5,631 |
|
|
$ |
5,292 |
|
|
(1) |
Includes total capital expenditures during the period on completed and in-progress interior rehabs. For the three months ended March 31, 2022 and 2021, we completed full and partial interior rehabs on 531 and 285 units, respectively. |
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 three months ended March 31, 2022 and 2021.
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.
41
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.
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 March 31, 2022. We and our subsidiaries are subject to federal income tax as well as income tax of various state and local jurisdictions. The 2021, 2020 and 2019 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 2022 of $0.38 per share on February 14, 2022, which was paid on March 31, 2022 and funded out of cash flows from operations.
Off-Balance Sheet Arrangements
As of March 31, 2022 and December 31, 2021, 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.
42
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.
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 7 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.
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, 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 affected significantly 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. Currently, interest rates are less than historical averages. However, the Federal Reserve, in response to or in anticipation of continued inflation concerns, could continue to raise interest rates. 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 three months ended March 31, 2022 and 2021. 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.
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 March 31, 2022, we had total indebtedness of $1.6 billion at a weighted average interest rate of 2.25%, of which $1.5 billion was debt with a floating interest rate. As of March 31, 2022, interest rate swap agreements effectively covered 100% of our $1.2 billion of floating rate mortgage debt outstanding and 61.4% of our $335.0 million floating rate Credit Facility. For purposes of calculating the adjusted weighted average interest rate of the total indebtedness, we have included the weighted average fixed rate of 1.2128% for one-month LIBOR on the $1.4 billion notional amount of interest rate swap agreements that we have entered into as of March 31, 2022.
43
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 March 31, 2022, the interest rate cap agreements we have entered into effectively cap one-month LIBOR on $458.8 million of our floating rate mortgage debt at a weighted average rate of 4.79% 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 thirteen interest rate swap transactions with the Counterparties with a combined notional amount of $1.4 billion. The interest rate swaps we have entered into effectively replace the floating interest rate (one-month LIBOR) with respect to that amount with a weighted average fixed rate of 1.2128%. During the term of these interest rate swap agreements, we are required to make monthly fixed rate payments of 1.2128%, on a weighted average basis, on the notional amounts, while the Counterparties are obligated to make monthly floating rate payments based on one-month 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 LIBOR 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 March 31, 2022, of the amounts illustrated in the table below for our indebtedness as of March 31, 2022 (dollars in thousands):
|
Change in Interest Rates |
|
Annual Increase to Interest Expense |
|
|
|
0.25% |
|
$ |
320 |
|
|
0.50% |
|
|
640 |
|
|
0.75% |
|
|
960 |
|
|
1.00% |
|
|
1,280 |
|
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.
In July 2017, the Financial Conduct Authority (the authority that regulates LIBOR) announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. The Alternative Reference Rates Committee (“ARRC”) has proposed that the Secured Overnight Financing Rate (“SOFR”) is the rate that represents best practice as the alternative to USD-LIBOR for use in derivatives and other financial contracts that are currently indexed to USD-LIBOR. ARRC has proposed a paced market transition plan to SOFR from USD-LIBOR and organizations are currently working on industry wide and company specific transition plans as it relates to derivatives and cash markets exposed to USD-LIBOR. We have material contracts that are indexed to USD-LIBOR and are monitoring this activity and evaluating the related risks.
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 March 31, 2022, 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 March 31, 2022, 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 March 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
44
PART II—OTHER INFORMATION
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 18, 2022:
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Repurchase of Shares
On June 15, 2016, 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 $30.0 million during a two-year period that was set to expire on June 15, 2018 (the “Share Repurchase Program”). On April 30, 2018, our 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 increased the Share Repurchase Program from $40.0 million to up to $100.0 million and extended it to March 12, 2023. During the three months ended March 31, 2022, the Company repurchased no shares of its common stock. Since the inception of the Share Repurchase Program through March 31, 2022, the Company had repurchased 2,382,155 shares of its common stock, par value $0.01 per share, at a total cost of approximately $61.2 million, or $25.70 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 Announced Plans or Programs |
|
|
Approximate Dollar Value of Shares that may yet be Purchased under the Plans or Programs (in millions) |
|
||||
|
Beginning Total |
|
|
2,382,155 |
|
|
$ |
25.70 |
|
|
|
2,382,155 |
|
|
$ |
38.8 |
|
|
January 1 – January 31 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
38.8 |
|
|
February 1 – February 28 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
38.8 |
|
|
March 1 – March 31 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
38.8 |
|
|
Total as of March 31, 2022 |
|
|
2,382,155 |
|
|
$ |
25.70 |
|
|
|
2,382,155 |
|
|
$ |
38.8 |
|
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
45
Item 6. Exhibits
EXHIBIT INDEX
|
Exhibit Number |
|
Description |
|
|
|
|
|
10.1 |
|
March 2022 Modification of Loan Documents, dated March 25, 2022, by and among NexPoint Residential Trust Operating Partnership, L.P., NexPoint Residential Trust, Inc., Truist Bank and the pledgors and lenders party to thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 29, 2022). |
|
|
|
|
|
10.2* |
|
|
|
|
|
|
|
31.1* |
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
31.2* |
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
32.1+ |
|
|
|
|
|
|
|
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. |
46
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.
NEXPOINT RESIDENTIAL TRUST, INC.
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
|
/s/ Jim Dondero |
|
President and Director |
|
April 28, 2022 |
|
Jim Dondero |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
|
|
/s/ Brian Mitts |
|
Chief Financial Officer and Director |
|
April 28, 2022 |
|
Brian Mitts |
|
(Principal Financial Officer and Principal Accounting Officer) |
|
|
47