UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended SeptemberJune 30, 2017

OR2020

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-36041

 

INDEPENDENCE REALTY TRUST, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Maryland

26-4567130

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

 

 

Two Liberty Place

50 S. 16th1835 Market Street, Suite 35752601

Philadelphia, PA

1910219103

(Address of Principal Executive Offices)

(Zip Code)

(267) 270-4800

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock

IRT

NYSE

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated filer

Accelerated filer

 

 

 

 

Non-Accelerated filer

(Do not check if a smaller reporting company)

Smaller reporting company

 

 

 

 

Emerging growth company

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  

As of October 30, 2017July 27, 2020 there were 83,518,60294,745,254 shares of the Registrant’s common stock issued and outstanding.

 

 


INDEPENDENCE REALTY TRUST, INC.

INDEX

 

 

 

 

 

Page

 

 

 

 

 

PART I—FINANCIAL INFORMATION

 

3

 

 

 

 

 

Item 1.

 

Financial Statements (unaudited)

 

3

 

 

 

 

 

 

 

Condensed Consolidated Balance Sheets as of SeptemberJune 30, 20172020 and December 31, 20120196

 

3

 

 

 

 

 

 

 

Condensed Consolidated Statements of Operations for the Three and NineSix Months ended SeptemberJune 30, 20172020 and SeptemberJune 30, 20120196

 

4

 

 

 

 

 

 

 

Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and NineSix Months ended SeptemberJune 30, 20172020 and SeptemberJune 30, 20162019

 

5

 

 

 

 

 

 

 

Condensed Consolidated Statements of Changes in Equity for the NineThree and Six Months ended SeptemberJune 30, 2012020 and June 30, 20197

 

6

 

 

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the NineSix Months ended SeptemberJune 30, 20172020 and SeptemberJune 30, 20162019

 

7

 

 

 

 

 

 

 

Condensed Notes to Condensed Consolidated Financial Statements as of SeptemberJune 30, 20172020

 

8

 

 

 

 

 

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

2218

 

 

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

3228

 

 

 

 

 

Item 4.

 

Controls and Procedures

 

3228

 

 

 

 

 

PART II—OTHER INFORMATION

 

33

 

 

 

 

 

Item 1.

 

Legal Proceedings

 

3328

 

 

 

 

 

Item 1A.

 

Risk Factors

 

3328

 

 

 

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

3328

 

 

 

 

 

Item 3.

 

Defaults Upon Senior Securities

 

3328

 

 

 

 

 

Item 4.

 

Mine Safety Disclosures

 

3328

 

 

 

 

 

Item 5.

 

Other Information

 

3328

 

 

 

 

 

Item 6.

 

Exhibits

 

3329

 

 

 

 

 

Signatures

 

3530

 

 

 


PARTPART I—FINANCIAL INFORMATION

Item 1.

Financial Statements

Independence Realty Trust, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited and dollars in thousands, except share and per share data)

 

 

As of September 30, 2017

 

 

As of December 31, 2016

 

 

As of

June 30, 2020

 

 

As of

December 31, 2019

 

ASSETS:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments in real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments in real estate, at cost

 

$

1,427,057

 

 

$

1,249,356

 

 

$

1,864,182

 

 

$

1,796,365

 

Accumulated depreciation

 

 

(75,084

)

 

 

(51,511

)

 

 

(187,758

)

 

 

(158,435

)

Investments in real estate, net

 

 

1,351,973

 

 

 

1,197,845

 

 

 

1,676,424

 

 

 

1,637,930

 

Real estate held for sale

 

 

22,031

 

 

 

60,786

 

Cash and cash equivalents

 

 

10,128

 

 

 

20,892

 

 

 

11,652

 

 

 

9,888

 

Restricted cash

 

 

6,665

 

 

 

5,518

 

 

 

6,509

 

 

 

4,545

 

Accounts receivable and other assets

 

 

9,416

 

 

 

5,211

 

Other assets

 

 

14,253

 

 

 

10,380

 

Derivative assets

 

 

3,581

 

 

 

3,867

 

 

 

 

 

 

953

 

Intangible assets, net of accumulated amortization of $664 and $0, respectively

 

 

1,418

 

 

 

118

 

Intangible assets, net of accumulated amortization of $147 and $540, respectively

 

 

74

 

 

 

410

 

Total Assets

 

$

1,405,212

 

 

$

1,294,237

 

 

$

1,708,912

 

 

$

1,664,106

 

LIABILITIES AND EQUITY:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Indebtedness, net of unamortized deferred financing costs of $5,697 and $6,371, respectively

 

$

731,625

 

 

$

743,817

 

Indebtedness, net of unamortized deferred financing costs of $4,932 and $5,606, respectively

 

$

1,008,911

 

 

$

985,572

 

Accounts payable and accrued expenses

 

 

23,236

 

 

 

14,028

 

 

 

28,748

 

 

 

25,399

 

Accrued interest payable

 

 

134

 

 

 

491

 

 

 

1,970

 

 

 

2,196

 

Dividends payable

 

 

5,176

 

 

 

4,297

 

 

 

11,423

 

 

 

16,491

 

Derivative liabilities

 

 

34,614

 

 

 

7,769

 

Other liabilities

 

 

3,063

 

 

 

2,913

 

 

 

6,860

 

 

 

6,922

 

Total Liabilities

 

 

763,234

 

 

 

765,546

 

 

 

1,092,526

 

 

 

1,044,349

 

Equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock, $0.01 par value; 50,000,000 shares authorized, 0 and 0 shares issued and outstanding, respectively

 

 

-

 

 

 

 

 

 

 

 

 

 

Common stock, $0.01 par value; 300,000,000 shares authorized, 83,518,602 and 68,996,070 shares issued and outstanding, including 295,846 and 281,000 unvested restricted common share awards, respectively

 

 

835

 

 

 

690

 

Common stock, $0.01 par value; 300,000,000 shares authorized, 94,741,146 and 91,070,637 shares issued and outstanding, including 336,231and 326,541 unvested restricted common share awards, respectively

 

 

947

 

 

 

911

 

Additional paid-in capital

 

 

691,550

 

 

 

564,633

 

 

 

818,719

 

 

 

765,992

 

Accumulated other comprehensive income

 

 

3,466

 

 

 

3,683

 

Accumulated other comprehensive income (loss)

 

 

(39,099

)

 

 

(12,099

)

Retained earnings (accumulated deficit)

 

 

(76,419

)

 

 

(62,181

)

 

 

(169,585

)

 

 

(141,525

)

Total stockholders’ equity

 

 

619,432

 

 

 

506,825

 

 

 

610,982

 

 

 

613,279

 

Noncontrolling interests

 

 

22,546

 

 

 

21,866

 

 

 

5,404

 

 

 

6,478

 

Total Equity

 

 

641,978

 

 

 

528,691

 

 

 

616,386

 

 

 

619,757

 

Total Liabilities and Equity

 

$

1,405,212

 

 

$

1,294,237

 

 

$

1,708,912

 

 

$

1,664,106

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

3


Independence Realty Trust, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited and dollars in thousands, except share and per share data)

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

 

For the Three Months Ended June 30,

 

 

For the Six Months Ended June 30,

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

REVENUE:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental income

 

$

35,531

 

 

$

34,333

 

 

$

105,444

 

 

$

103,271

 

Tenant reimbursement income

 

 

1,373

 

 

 

1,351

 

 

 

4,232

 

 

 

4,194

 

Other property income

 

 

2,960

 

 

 

2,680

 

 

 

8,514

 

 

 

7,892

 

Property management and other income

 

 

202

 

 

 

-

 

 

 

579

 

 

 

-

 

Rental and other property revenue

 

$

52,087

 

 

$

50,848

 

 

$

103,243

 

 

$

100,313

 

Other revenue

 

 

181

 

 

 

108

 

 

 

375

 

 

 

183

 

Total revenue

 

 

40,066

 

 

 

38,364

 

 

 

118,769

 

 

 

115,357

 

 

 

52,268

 

 

 

50,956

 

 

 

103,618

 

 

 

100,496

 

EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property operating expenses

 

 

16,196

 

 

 

16,107

 

 

 

48,106

 

 

 

47,588

 

 

 

20,974

 

 

 

20,072

 

 

 

40,711

 

 

 

39,958

 

Property management expenses

 

 

1,328

 

 

 

1,219

 

 

 

4,310

 

 

 

3,710

 

 

 

2,077

 

 

 

2,062

 

 

 

4,233

 

 

 

3,875

 

General and administrative expenses

 

 

2,322

 

 

 

2,665

 

 

 

7,128

 

 

 

8,074

 

 

 

3,574

 

 

 

3,538

 

 

 

8,950

 

 

 

6,645

 

Acquisition and integration expenses

 

 

569

 

 

 

19

 

 

 

956

 

 

 

37

 

Depreciation and amortization expense

 

 

8,671

 

 

 

7,765

 

 

 

24,289

 

 

 

26,927

 

 

 

15,231

 

 

 

12,721

 

 

 

30,059

 

 

 

25,168

 

Abandoned deal costs

 

 

 

 

 

 

 

 

130

 

 

 

 

Casualty losses

 

 

411

 

 

 

 

 

 

411

 

 

 

 

Total expenses

 

 

29,086

 

 

 

27,775

 

 

 

84,789

 

 

 

86,336

 

 

 

42,267

 

 

 

38,393

 

 

 

84,494

 

 

 

75,646

 

Operating income

 

 

10,980

 

 

 

10,589

 

 

 

33,980

 

 

 

29,021

 

Interest expense

 

 

(6,963

)

 

 

(8,820

)

 

 

(21,573

)

 

 

(27,815

)

 

 

(9,202

)

 

 

(9,849

)

 

 

(18,699

)

 

 

(19,570

)

Hedge ineffectiveness

 

 

12

 

 

 

-

 

 

 

-

 

 

 

-

 

Other income (expense)

 

 

-

 

 

 

(2

)

 

 

(5

)

 

 

(2

)

Net gains (losses) on sale of assets

 

 

(92

)

 

 

(1

)

 

 

15,873

 

 

 

31,773

 

Gains (losses) on extinguishment of debt

 

 

-

 

 

 

-

 

 

 

(572

)

 

 

(558

)

Acquisition related debt extinguishment expenses

 

 

(2,781

)

 

 

-

 

 

 

(2,781

)

 

 

-

 

Gains (losses) on TSRE merger

 

 

-

 

 

 

641

 

 

 

-

 

 

 

732

 

Gain (loss) on sale of assets

 

 

 

 

 

12,142

 

 

 

 

 

 

12,142

 

Net income (loss):

 

 

1,156

 

 

 

2,407

 

 

 

24,922

 

 

 

33,151

 

 

 

799

 

 

 

14,856

 

 

 

425

 

 

 

17,422

 

(Income) loss allocated to noncontrolling interest

 

 

(59

)

 

 

(140

)

 

 

(1,009

)

 

 

(1,972

)

Income allocated to noncontrolling interest

 

 

(10

)

 

 

(147

)

 

 

(8

)

 

 

(173

)

Net income (loss) allocable to common shares

 

$

1,097

 

 

$

2,267

 

 

$

23,913

 

 

$

31,179

 

 

$

789

 

 

$

14,709

 

 

$

417

 

 

$

17,249

 

Earnings (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.02

 

 

$

0.05

 

 

$

0.34

 

 

$

0.66

 

 

$

0.01

 

 

$

0.16

 

 

$          0.00

 

 

$

0.19

 

Diluted

 

$

0.02

 

 

$

0.05

 

 

$

0.34

 

 

$

0.66

 

 

$

0.01

 

 

$

0.16

 

 

$          0.00

 

 

$

0.19

 

Weighted-average shares:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

71,972,394

 

 

 

47,215,918

 

 

 

69,875,802

 

 

 

47,164,543

 

 

 

94,435,722

 

 

 

89,513,105

 

 

 

92,646,891

 

 

 

89,252,724

 

Diluted

 

 

72,144,544

 

 

 

47,314,629

 

 

 

70,105,571

 

 

 

47,190,139

 

 

 

95,092,860

 

 

 

90,019,909

 

 

 

93,550,425

 

 

 

89,902,637

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

4


Independence Realty Trust, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited and dollars in thousands)

 

 

 

For the Three Months Ended June 30,

 

 

For the Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Net income (loss)

 

$

799

 

 

$

14,856

 

 

$

425

 

 

$

17,422

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in fair value of interest rate hedges

 

 

(1,973

)

 

 

(10,023

)

 

 

(25,395

)

 

 

(14,950

)

Realized gains (losses) on interest rate hedges reclassified to earnings

 

 

(1,405

)

 

 

467

 

 

 

(1,823

)

 

 

1,026

 

Total other comprehensive income (loss)

 

 

(3,378

)

 

 

(9,556

)

 

 

(27,218

)

 

 

(13,924

)

Comprehensive income (loss) before allocation to noncontrolling interests

 

 

(2,579

)

 

 

5,300

 

 

 

(26,793

)

 

 

3,498

 

Allocation to noncontrolling interests

 

 

19

 

 

 

(52

)

 

 

210

 

 

 

(34

)

Comprehensive income (loss)

 

$

(2,560

)

 

$

5,248

 

 

$

(26,583

)

 

$

3,464

 

 

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Net income (loss)

 

$

1,156

 

 

$

2,407

 

 

$

24,922

 

 

$

33,151

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in fair value of interest rate hedges

 

 

(14

)

 

 

217

 

 

 

(424

)

 

 

(990

)

Realized (gains) losses on interest rate hedges reclassified to earnings

 

 

(14

)

 

 

251

 

 

 

177

 

 

 

271

 

Total other comprehensive income

 

 

(28

)

 

 

468

 

 

 

(247

)

 

 

(719

)

Comprehensive income (loss) before allocation to noncontrolling interests

 

 

1,128

 

 

 

2,875

 

 

 

24,675

 

 

 

32,432

 

Allocation to noncontrolling interests

 

 

(33

)

 

 

(140

)

 

 

(979

)

 

 

(1,972

)

Comprehensive income (loss)

 

$

1,095

 

 

$

2,735

 

 

$

23,696

 

 

$

30,460

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

5


Independence Realty Trust, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Equity

(Unaudited and dollars in thousands, except share information)

 

 

 

Common

Shares

 

 

Par

Value

Common

Shares

 

 

Additional

Paid In

Capital

 

 

Accumulated Other Comprehensive Income

 

 

Retained

Earnings

(Deficit)

 

 

Total

Stockholders’

Equity

 

 

Noncontrolling

Interests

 

 

Total

Equity

 

Balance, January 1, 2017

 

 

68,996,070

 

 

$

690

 

 

$

564,633

 

 

$

3,683

 

 

$

(62,181

)

 

$

506,825

 

 

$

21,866

 

 

$

528,691

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

23,913

 

 

 

23,913

 

 

 

1,009

 

 

 

24,922

 

Other comprehensive income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(217

)

 

 

-

 

 

 

(217

)

 

 

(30

)

 

 

(247

)

Stock compensation expense

 

 

168,010

 

 

 

1

 

 

 

1,547

 

 

 

-

 

 

 

-

 

 

 

1,548

 

 

 

-

 

 

 

1,548

 

Issuance of common shares

 

 

14,375,000

 

 

 

144

 

 

 

125,563

 

 

 

 

 

 

 

 

 

 

 

125,707

 

 

 

 

 

 

 

125,707

 

Issuance of LP Units related to acquisitions

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,654

 

 

 

1,654

 

Repurchase of shares related to equity award tax withholding

 

 

(60,377

)

 

 

(1

)

 

 

(564

)

 

 

-

 

 

 

-

 

 

 

(565

)

 

 

-

 

 

 

(565

)

Conversion of noncontrolling interest to common shares

 

 

39,899

 

 

 

1

 

 

 

371

 

 

 

-

 

 

 

-

 

 

 

372

 

 

 

(372

)

 

 

-

 

Common dividends declared

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(38,151

)

 

 

(38,151

)

 

 

-

 

 

 

(38,151

)

Distribution to noncontrolling interest declared

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,581

)

 

 

(1,581

)

Balance, September 30, 2017

 

 

83,518,602

 

 

$

835

 

 

$

691,550

 

 

$

3,466

 

 

$

(76,419

)

 

$

619,432

 

 

$

22,546

 

 

$

641,978

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common

Shares

 

 

Par

Value

Common

Shares

 

 

Additional

Paid In

Capital

 

 

Accumulated Other Comprehensive Income (loss)

 

 

Retained

Earnings

(Deficit)

 

 

Total

Stockholders’

Equity

 

 

Noncontrolling

Interests

 

 

Total

Equity

 

Balance, December 31, 2019

 

 

91,070,637

 

 

$

911

 

 

$

765,992

 

 

$

(12,099

)

 

$

(141,525

)

 

$

613,279

 

 

$

6,478

 

 

$

619,757

 

Net income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(372

)

 

 

(372

)

 

 

(2

)

 

 

(374

)

Other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

(23,651

)

 

 

 

 

 

(23,651

)

 

 

(189

)

 

 

(23,840

)

Stock compensation expense

 

 

183,940

 

 

 

2

 

 

 

2,642

 

 

 

 

 

 

 

 

 

2,644

 

 

 

 

 

 

2,644

 

Issuance of common shares, net

 

 

3,406,000

 

 

 

35

 

 

 

49,729

 

 

 

 

 

 

 

 

 

49,764

 

 

 

 

 

 

49,764

 

Repurchase of shares related to equity award tax withholding

 

 

(51,128

)

 

 

(1

)

 

 

(1,489

)

 

 

 

 

 

 

 

 

(1,490

)

 

 

 

 

 

(1,490

)

Conversion of noncontrolling interest to common shares

 

 

82,357

 

 

 

 

 

 

627

 

 

 

 

 

 

 

 

 

627

 

 

 

(627

)

 

 

 

Common dividends declared ($0.18 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(17,148

)

 

 

(17,148

)

 

 

 

 

 

(17,148

)

Distribution to noncontrolling interest declared ($0.18 per unit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(142

)

 

 

(142

)

Balance, March 31, 2020

 

 

94,691,806

 

 

$

947

 

 

$

817,501

 

 

$

(35,750

)

 

$

(159,045

)

 

$

623,653

 

 

$

5,518

 

 

$

629,171

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

789

 

 

 

789

 

 

 

10

 

 

 

799

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

(3,349

)

 

 

 

 

 

(3,349

)

 

 

(29

)

 

 

(3,378

)

Stock compensation expense

 

 

49,340

 

 

 

 

 

 

1,250

 

 

 

 

 

 

 

 

 

1,250

 

 

 

 

 

 

1,250

 

Issuance of common shares, net

 

 

 

 

 

 

 

 

(32

)

 

 

 

 

 

 

 

 

(32

)

 

 

 

 

 

(32

)

Common dividends declared ($0.12 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(11,329

)

 

 

(11,329

)

 

 

 

 

 

(11,329

)

Distribution to noncontrolling interest declared ($0.12 per unit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(95

)

 

 

(95

)

Balance, June 30, 2020

 

 

94,741,146

 

 

$

947

 

 

$

818,719

 

 

$

(39,099

)

 

$

(169,585

)

 

$

610,982

 

 

$

5,404

 

 

$

616,386

 

 

 

Common

Shares

 

 

Par

Value

Common

Shares

 

 

Additional

Paid In

Capital

 

 

Accumulated Other Comprehensive Income (loss)

 

 

Retained

Earnings

(Deficit)

 

 

Total

Stockholders’

Equity

 

 

Noncontrolling

Interests

 

 

Total

Equity

 

Balance, December 31, 2018

 

 

89,184,443

 

 

$

892

 

 

$

742,429

 

 

$

2,016

 

 

$

(122,342

)

 

$

622,995

 

 

$

7,050

 

 

$

630,045

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,540

 

 

 

2,540

 

 

 

26

 

 

 

2,566

 

Other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

(4,324

)

 

 

 

 

 

(4,324

)

 

 

(44

)

 

 

(4,368

)

Stock compensation expense

 

 

189,986

 

 

 

1

 

 

 

633

 

 

 

 

 

 

 

 

 

634

 

 

 

 

 

 

634

 

Issuance of common shares, net

 

 

510,000

 

 

 

5

 

 

 

5,304

 

 

 

 

 

 

 

 

 

5,309

 

 

 

 

 

 

5,309

 

Repurchase of shares related to equity award tax withholding

 

 

(49,636

)

 

 

 

 

 

(635

)

 

 

 

 

 

 

 

 

(635

)

 

 

 

 

 

(635

)

Common dividends declared ($0.18 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(16,318

)

 

 

(16,318

)

 

 

 

 

 

(16,318

)

Distribution to noncontrolling interest declared ($0.18 per unit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(159

)

 

 

(159

)

Balance, March 31, 2019

 

 

89,834,793

 

 

$

898

 

 

$

747,731

 

 

$

(2,308

)

 

$

(136,120

)

 

$

610,201

 

 

$

6,873

 

 

$

617,074

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14,709

 

 

 

14,709

 

 

 

147

 

 

 

14,856

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

(9,461

)

 

 

 

 

 

(9,461

)

 

 

(95

)

 

 

(9,556

)

Stock compensation expense

 

 

32,155

 

 

 

 

 

 

1,099

 

 

 

 

 

 

 

 

 

1,099

 

 

 

 

 

 

1,099

 

Issuance of common shares, net

 

 

65,704

 

 

 

1

 

 

 

722

 

 

 

 

 

 

 

 

 

723

 

 

 

 

 

 

723

 

Repurchase of shares related to equity award tax withholding

 

 

(234

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common dividends declared ($0.18 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(16,128

)

 

 

(16,128

)

 

 

 

 

 

(16,128

)

Distribution to noncontrolling interest declared ($0.18 per unit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(159

)

 

 

(159

)

Balance, June 30, 2019

 

 

89,932,418

 

 

$

899

 

 

$

749,552

 

 

$

(11,769

)

 

$

(137,539

)

 

$

601,143

 

 

$

6,766

 

 

$

607,909

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

statements

 

6


Independence Realty Trust, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited and dollars in thousands)

 

 

For the Nine Months Ended September 30,

 

 

For the Six Months Ended June 30,

 

 

2017

 

 

2016

 

 

2020

 

 

2019

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

24,922

 

 

$

33,151

 

Adjustments to reconcile net income (loss) to cash flow from operating activities:

 

 

 

 

 

 

 

 

Net income (loss)

 

$

425

 

 

$

17,422

 

Adjustments to reconcile net income to cash flow from operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

24,289

 

 

 

26,927

 

 

 

30,059

 

 

 

25,168

 

Amortization of deferred financing costs

 

 

1,160

 

 

 

2,236

 

 

 

723

 

 

 

701

 

Stock compensation expense

 

 

1,548

 

 

 

832

 

 

 

3,859

 

 

 

1,708

 

Net (gains) losses on sale of assets

 

 

(15,873

)

 

 

(31,773

)

(Gains) losses on extinguishment of debt

 

 

572

 

 

 

558

 

Acquisition related debt extinguishment expenses

 

 

2,781

 

 

 

-

 

(Gains) losses on TSRE merger

 

 

-

 

 

 

(732

)

Gain on sale of assets

 

 

 

 

 

(12,142

)

Casualty losses

 

 

411

 

 

 

 

Amortization related to derivative instruments

 

 

579

 

 

 

231

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable and other assets

 

 

(1,931

)

 

 

(1,377

)

Other assets

 

 

(4,348

)

 

 

369

 

Accounts payable and accrued expenses

 

 

8,098

 

 

 

3,895

 

 

 

2,812

 

 

 

2,445

 

Accrued interest payable

 

 

(345

)

 

 

(376

)

 

 

(188

)

 

 

(27

)

Other liabilities

 

 

(165

)

 

 

(11

)

 

 

7

 

 

 

225

 

Net cash provided by operating activities

 

 

45,056

 

 

 

33,330

 

 

 

34,339

 

 

 

36,100

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition of real estate properties

 

 

(50,618

)

 

 

(28,981

)

Disposition of real estate properties

 

 

34,519

 

 

 

39,690

 

 

 

 

 

 

20,761

 

Acquisition of real estate properties

 

 

(169,156

)

 

 

-

 

Capital expenditures

 

 

(10,100

)

 

 

(8,039

)

 

 

(17,070

)

 

 

(19,932

)

(Increase) decrease in restricted cash

 

 

(1,147

)

 

 

(2,615

)

Cash flow (used in) provided by investing activities

 

 

(145,884

)

 

 

29,036

 

Cash flow used in investing activities

 

 

(67,688

)

 

 

(28,152

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from unsecured credit facility

 

 

148,190

 

 

 

93,501

 

Proceeds from unsecured credit facility and term loans

 

 

65,501

 

 

 

104,060

 

Unsecured credit facility repayments

 

 

(138,500

)

 

 

(197,666

)

 

 

(39,000

)

 

 

(79,000

)

Proceeds from mortgages

 

 

-

 

 

 

105,980

 

Mortgage principal repayments

 

 

(1,969

)

 

 

(44,532

)

 

 

(3,835

)

 

 

(1,987

)

Payments for deferred financing costs

 

 

(1,166

)

 

 

(1,450

)

 

 

(50

)

 

 

(984

)

Proceeds from issuance of common stock

 

 

125,707

 

 

 

-

 

 

 

49,732

 

 

 

6,032

 

Distributions on common stock

 

 

(37,279

)

 

 

(25,495

)

 

 

(33,479

)

 

 

(32,316

)

Distributions to noncontrolling interests

 

 

(1,573

)

 

 

(1,615

)

 

 

(302

)

 

 

(323

)

Payments related to extinguishment of debt

 

 

(2,781

)

 

 

-

 

Repurchase of shares related to equity award tax withholding

 

 

(565

)

 

 

(143

)

 

 

(1,490

)

 

 

(635

)

Cash flow provided by (used in) financing activities

 

 

90,064

 

 

 

(71,420

)

 

 

37,077

 

 

 

(5,153

)

Net change in cash and cash equivalents

 

 

(10,764

)

 

 

(9,054

)

Cash and cash equivalents, beginning of period

 

 

20,892

 

 

 

38,301

 

Cash and cash equivalents, end of the period

 

$

10,128

 

 

$

29,247

 

Net change in cash and cash equivalents, and restricted cash

 

 

3,728

 

 

 

2,795

 

Cash and cash equivalents, and restricted cash, beginning of period

 

 

14,433

 

 

 

16,045

 

Cash and cash equivalents, and restricted cash, end of the period

 

$

18,161

 

 

$

18,840

 

Reconciliation of cash, cash equivalents, and restricted cash to the Consolidated Balance Sheet

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

11,652

 

 

$

11,060

 

Restricted cash

 

 

6,509

 

 

 

7,780

 

Total cash, cash equivalents, and restricted cash, end of period

 

$

18,161

 

 

$

18,840

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.statements

.

 

 

 


7


Independence Realty Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

As of SeptemberJune 30, 20172020

(Unaudited and dollars in thousands, except share and per share data)

 

NOTE 1: Organization

 

Independence Realty Trust, Inc. (“IRT”), or IRT,is a self-administered and self-managed Maryland real estate investment trust (“REIT”) which was formed on March 26, 2009 as a Maryland corporation that has elected2009.  Our primary purposes are to be taxed as a real estate investment trust, or REIT, commencing with the taxable year ended December 31, 2011.acquire, own, operate, improve and manage multifamily apartment communities in non-gateway markets. As of SeptemberJune 30, 2017,2020, we ownowned and operate 50operated 58 multifamily apartment properties, totaling 13,729that contain 15,805 units across non-gateway U.SU.S. markets, including Atlanta, Louisville, Memphis, Atlanta and Raleigh. Our investment strategy is focused on gaining scale within key amenity rich submarkets that offer good school districts, high-quality retail and major employment centers. We aim to provide stockholders with attractive risk-adjusted returns through diligent portfolio management, strong operational performance, and a consistent return through distributions and capital appreciation. We own substantially all of our assets and conduct substantially all of our operations through Independence Realty Operating Partnership, LP which we refer to as IROP,(“IROP”), of which we are the sole general partner.

 

We became an internally managed REIT on December 20, 2016. Prior to that date, we were externally managed by a subsidiary of RAIT Financial Trust, or RAIT, a publicly traded Maryland REIT whose common shares are listed on the New York Stock Exchange under the symbol “RAS” (referred to as our former advisor).  On December 20, 2016, we completed our management internalization, which was announced on September 27, 2016 as part of the agreement, or the internalization agreement, with RAIT and RAIT affiliates that provided for transactions which changed us from being externally managed to being internally managed and separated us from RAIT.  The management internalization consisted of two parts: (i) our acquisition of our former advisor, which was a subsidiary of RAIT, and (ii) our acquisition of substantially all of the assets and the assumption of certain liabilities relating to the multifamily property management business of RAIT, including property management contracts relating to apartment properties owned by us, RAIT and third parties. Also, pursuant to the internalization agreement, on October 5, 2016, we repurchased all of the 7,269,719 shares of our common stock owned by certain of RAIT’s subsidiaries and retired these shares.  

As used herein, the terms “we,” “our” and “us” refer to Independence Realty Trust, Inc. and, as required by context, IROP and their subsidiaries.

 

NOTE 2: Summary of Significant Accounting Policies

a. Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared by management in accordance with generally accepted accounting principles in the United States or GAAP.(“GAAP”). Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations, although we believe that the included disclosures are adequate to make the information presented not misleading. The unaudited interim consolidated financial statements should be read in conjunction with our audited financial statements as of and for the year ended December 31, 20162019 included in our 2019 Annual Report on Form 10-K, or the 2016 annual report.10-K. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our consolidated financial position and consolidated results of operations and cash flows are included. The results of operations for the interim periods presented are not necessarily indicative of the results for the full year.

b. Principles of Consolidation

The consolidated financial statements reflect our accounts and the accounts of IROP and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.  Pursuant to FASBthe Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification Topic 810, “Consolidation”, IROP is considered a variable interest entity.entity to which we are the primary beneficiary.  As our significant asset is our investment in IROP, substantially all of our assets and liabilities represent the assets and liabilities of IROP.

c. Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.

8


Independence Realty Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

As of September 30, 2017

(Unaudited and dollars in thousands, except share and per share data)

d. Cash and Cash Equivalents

Cash and cash equivalents include cash held in banks and highly liquid investments with maturities of three months or less when purchased.  Cash, including amounts restricted, may at times exceed the Federal Deposit Insurance Corporation deposit insurance limit of $250 per institution.  We mitigate credit risk by placing cash and cash equivalents with major financial institutions.  To date, we have not experienced any losses on cash and cash equivalents.

e. Restricted Cash

Restricted cash includes escrows of our funds held by lenders to fund certain expenditures, such as real estate taxes and insurance, or to be released at our discretion upon the occurrence of certain pre-specified events.  As of SeptemberJune 30, 20172020 and December 31, 2016,2019, we had $6,665$6,509 and $5,518,$4,545, respectively, of restricted cash.


f. Accounts Receivable and Allowance for Bad Debts

We make estimates of the collectability of our accounts receivable related to base rents, expense reimbursements and other revenue.  We analyze accounts receivable and historical bad debt levels, tenant credit worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts.  In addition, tenants experiencing financial difficulties are analyzed and estimates are made in connection with expected uncollectible receivables.  Our reported operating results are affected by management’s estimate of the collectability of accounts receivable. For the three months ended September 30, 2017 and 2016, we recorded bad debt expense of $101 and $306, respectively. For the nine months ended September 30, 2017 and 2016, we recorded bad debt expense of $670 and $727, respectively.  

g. Investments in Real Estate

Investments in real estate are recorded at cost less accumulated depreciation. Costs that both add value and appreciably extend the useful life of an asset are capitalized. Expenditures for repairs and maintenance are expensed as incurred.

Investments in real estate are classified as held for sale in the period in which certain criteria are met including when management commits to a plan to sell, an active program to locate a buyer has been initiated, the sale of the asset is probable, and actions required to complete the plan of sale indicate that it is unlikely that significant changes to the plan of sale will be made or the plan of sale will be withdrawn.

Allocation of Purchase Price of Acquired Assets

We accountThe properties we acquire are generally accounted for acquisitions of properties that meetas asset acquisitions. Under asset acquisition accounting, the definition of a business pursuantcosts to Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 805, “Business Combinations”. The fair value of theacquire real estate, acquired isincluding transaction costs related to the acquisition, are accumulated and then allocated to the acquired tangible assets, generally consisting of land, building and tenant improvements, and identified intangibleindividual assets and liabilities consisting of the value of above-market and below-market leases for acquired in-place leases and the value of tenant relationships, based in each case onupon their relative fair values. Purchase accounting is applied to assets and liabilities associated with the real estate acquired. Transaction costs and fees incurred related to an acquisition are expensed as incurred. Transactionvalue.  Transaction costs and fees incurred related to the financing of an acquisition are capitalized and amortized over the life of the related financing.

Upon the acquisition of properties, weWe estimate the fair value of acquired tangible assets (consisting of land, building and improvements) and, identified intangible assets (consisting of in-place leases), and assumed debt at the date of acquisition, based on the evaluation of information and estimates available at that date.  Based on these estimates, we allocate the initial purchase price to the applicable assets and liabilities. As final information regarding fair value of the assets acquired and liabilities assumed is received and estimates are refined, appropriate adjustments will be made to the purchase price allocation, in no case later than twelve months after the acquisition date.  

The aggregate value of in-place leases is determined by evaluating various factors, including the terms of the leases that are in place and assumed lease-up periods. The value assigned to in-place lease assets is amortized over the assumed lease up period, typically six months. During the three and ninesix months ended SeptemberJune 30, 2017,2020, we acquired in-place leases with a value of $1,034 and $1,963, respectively,$221, as part of related property acquisitions that are discussed further in Note 3. The value assigned to this intangible asset is amortized over the assumed lease up period, typically six months. For the three and ninesix months ended SeptemberJune 30, 2017,2020, we recorded $416$186 and $664,$557, respectively, of amortization expense for intangible assets. For the three and

9


Independence Realty Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

As of September 30, 2017

(Unaudited and dollars in thousands, except share and per share data)

nine six months ended SeptemberJune 30, 2016,2019, we recorded $0$294 and $3,735,$850, respectively, of amortization expense for intangible assets. For the three and six months ended June 30, 2020, we wrote-off fully amortized intangible assets of $503 and $950, respectively. For the three and six months ended June 30, 2019, we wrote-off fully amortized intangible assets of $719 and $1,532, respectively. As of SeptemberJune 30, 2017,2020, we expect to record additional amortization expense on current in-place intangible assets of $795$74 for the remainder of 2017.2020.  

Impairment of Long-Lived Assets

Management evaluates the recoverability of our investment in real estate assets, including related identifiable intangible assets, in accordance with FASB ASC Topic 360, “Property, Plant and Equipment”. This statement requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that recoverability of the assets is not assured.

Management reviews itsour long-lived assets on an ongoing basis and evaluates the recoverability of the carrying value when there is an indicator of impairment. An impairment charge is recorded when it is determined that the carrying value of the asset exceeds the fair value. The estimated cash flows used for the impairment analysis and the determination of estimated fair value are based on our plans for the respective assets and our views of market and economic conditions. The estimates consider matters such as current and historical rental rates, occupancies for the respective and/or comparable properties, and recent sales data for comparable properties. Changes in estimated future cash flows due to changes in our plans or views of market and economic conditions could result in recognition of impairment losses, which, under the applicable accounting guidance, could be substantial.

Depreciation Expense

Depreciation expense for real estate assets is computed using a straight-line method based on a life of 40 years for buildings and improvements and five to ten years for equipment and fixtures.  For the three and ninesix months ended SeptemberJune 30, 2017,2020, we recorded $8,255$15,045 and $23,625$29,502 of depreciation expense, respectively. For the three and ninesix months ended SeptemberJune 30, 2016,2019, we recorded $7,765$12,427 and $23,192$24,318 of depreciation expense, respectively.

h.Occasionally, we incur losses at our communities from wind storms, floods, fires and similar hazards. Sometimes, a portion of these losses are not fully covered by our insurance policies due to deductibles. In these cases, we estimate the carrying value of the damaged property and record a casualty loss for the difference between the estimated carrying value and the insurance proceeds. During the three and six months ended June 30, 2020, we incurred $411 of casualty losses.


g. Revenue and Expenses

 

Rental revenues are recognized on an accrual basis when due from residents.and other property revenue

Management accounts for rental income in accordance with FASB ASC Topic 842, “Leases.” We primarily lease apartments units under operating leases generally with terms of one year or less. Rental payments are generally due monthly and rental revenues are recognized on an accrual basis when earned.  RentalWe have elected to account for lease (i.e. fixed payments including base rent) and non-lease components (i.e. tenant reimbursements and other certain service fees) as a single combined operating lease component since (1) the timing and pattern of transfer of the lease and non-lease components is the same and (2) the lease component is the predominant element and (3) the combined single lease component would be classified as an operating lease.      

In conjunction with the COVID-19 pandemic, many of our residents were economically impacted and unable to pay their rent in full.  To assist residents who may have been impacted, we offered residents deferred rent payment plans whereby the resident could defer between 25% and 75% of their monthly rent for between one and three months.  Residents were required to provide evidence of financial hardship and commit to a full 12-month lease term, which provided a longer period over which the deferred rent could be repaid.  We accounted for the deferred payment plans as if no change had been made to the original lease agreement and continued to recognize rental income represents gross market rent less adjustments for concessionswhile increasing lease receivables from residents. During the three months ended June 30, 2020, we entered into 260 deferred payment plans with residents representing approximately 0.9% of our total rental and vacancy loss.  Tenant reimbursement income represents reimbursement from tenants for utility charges while other property income includes parking, trash, late fees,during that period.  As of June 30, 2020, deferred rents receivables from residents totaled $413.  

We make ongoing estimates of the collectability of our base rents, tenant reimbursements, and other miscellaneousservice fees included within rental and other property related income.revenue.  If collectability is not probable, we adjust rental and other property income for the amount of uncollectible revenue. Due to the COVID-19 pandemic some residents have experienced difficultly making rent payments and our rent receivables have increased compared to historical levels.  This caused us to further evaluate collectability and we recorded a $723 provision for bad debts as of June 30, 2020 to appropriately reflect management’s estimate for uncollectible accounts.  The provision for bad debts was recorded as a reduction to rental and other property income in our condensed consolidated statements of operations.

For the three and ninesix months ended SeptemberJune 30, 2017,2020, we recognized revenues of $11$148 and $96,$151, respectively, related to recoveries of lost rental revenue due to natural disasters and other insurable events from our insurance providers. For the three and ninesix months ended SeptemberJune 30, 2016,2019, we recognized revenues of $38$17 and $151,$23, respectively, related to recoveries of lost rental revenue due to natural disasters and other insurable events from our insurance providers.

Advertising Expenses

For the three and ninesix months ended SeptemberJune 30, 2017,2020, we incurred $437$551 and $1,285$1,160 of advertising expenses, respectively. For the three and ninesix months ended SeptemberJune 30, 2016,2019, we incurred $435$603 and $1,325$1,151 of advertising expenses, respectively.

For the three months ended September 30, 2017 and 2016, we incurred $0 and $1,933 of asset management and incentive fees, respectively. For the nine months ended September 30, 2017 and 2016, we incurred $0 and $5,491 of asset management and incentive fees, respectively. Asset management and incentive fees are now included in general and administrative expenses since as an internally-managed REIT, we no longer incur external asset management fees and the compensation cost of our employees who now perform this function are recorded within general and administrative expenses.  See Note 8: Related Party Transactions and Arrangements.  

For the three months ended September 30, 2017 and 2016, we incurred $1,328 and $1,219 of property management expenses, respectively. For the nine months ended September 30, 2017 and 2016, we incurred $4,310 and $3,710 of property management expenses, respectively. Subsequent to our management internalization, property management expenses include payroll and related expenses that directly support on-site property management.  Prior to our management internalization, property management expenses included property and construction management fees paid to our former property manager.  See Note 8: Related Party Transactions and Arrangements.    

10


Independence Realty Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

As of September 30, 2017

(Unaudited and dollars in thousands, except share and per share data)

i.h. Derivative Instruments

We may use derivative financial instruments to hedge all or a portion of the interest rate risk associated with our borrowings. The principal objective of such arrangements is to minimize the risks and/or costs associated with our operating and financial structure, as well as to hedge specific anticipated transactions. While these instruments may impact our periodic cash flows, they benefit us by minimizing the risks and/or costs previously described.  The counterparties to these contractual arrangements are major financial institutions with which we and our affiliates may also have other financial relationships. In the event of nonperformance by the counterparties, we are potentially exposed to credit loss. However, because of the high credit ratings of the counterparties, we do not anticipate that any of the counterparties will fail to meet their obligations.

In accordance with FASB ASC Topic 815, “Derivatives and Hedging”, we measure each derivative instrument (including certain derivative instruments embedded in other contracts) at fair value and record such amounts in our consolidated balance sheets as either an asset or liability.  For derivatives designated as cash flow hedges, the changes in the fair value of the effective portions of the derivative are reported in other comprehensive income and changes in the fair value of the ineffective portions of cash flow hedges, if any, are recognized in earnings.  For derivatives not designated as hedges (or designated as fair value hedges), or for derivatives designated as cash flow hedges associated with debt for which we elected the fair value option under FASB ASC Topic 825, “Financial Instruments”, the changes in fair value of the derivative instrument are recognized in earnings.  Any derivatives that we designate in hedge relationships are done so at inception.  At inception, we determine whether or not the derivative is highly effective in offsetting changes in the designated interest rate risk associated with the identified indebtedness using regression analysis.  At each reporting period, we update our regression analysis and use the hypothetical derivative method to measure any ineffectiveness.


j.i. Fair Value of Financial Instruments

In accordance with FASB ASC Topic 820, “Fair Value Measurements and Disclosures”, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity for disclosure purposes. Assets and liabilities recorded at fair value in our consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their value. Hierarchical levels, as defined in FASB ASC Topic 820, “Fair Value Measurements and Disclosures” and directly related to the amount of subjectivity associated with the inputs to fair valuations of these assets and liabilities, are as follows:

Level 1: Valuations are based on unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. The types of assets carried at Level 1 fair value generally are equity securities listed in active markets. As such, valuations of these investments do not entail a significant degree of judgment.

Level 1: Valuations are based on unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. The types of assets carried at Level 1 fair value generally are equity securities listed in active markets. As such, valuations of these investments do not entail a significant degree of judgment.

Level 2: Valuations are based on quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 2: Valuations are based on quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3: Inputs are unobservable for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Our 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.

Level 3: Inputs are unobservable for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Our 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 availability of observable inputs can vary depending on the financial asset or liability and is affected by a wide variety of factors, including, for example, the type of investment, whether the investment is new, whether the investment is traded on an active exchange or in the secondary market, and the current market condition. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by us in determining fair value is greatest for instruments categorized in Level 3.

11


Independence Realty Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

As of September 30, 2017

(Unaudited and dollars in thousands, except share and per share data)

Fair value is a market-based measure considered from the perspective of a market participant who holds the asset or owes the liability rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, our own assumptions are set to reflect those that management believes market participants would use in pricing the asset or liability at the measurement date. We use prices and inputs that management believes are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be transferred from Level 1 to Level 2 or Level 2 to Level 3.

Fair value for certain of our Level 3 financial instruments is derived using internal valuation models. These internal valuation models include discounted cash flow analyses developed by management using current interest rates, estimates of the term of the particular instrument, specific issuer information and other market data for securities without an active market. In accordance with FASB ASC Topic 820, “Fair Value Measurements and Disclosures”, the impact of our own credit spreads is also considered when measuring the fair value of financial assets or liabilities, including derivative contracts. Where appropriate, valuation adjustments are made to account for various factors, including bid-ask spreads, credit quality and market liquidity. These adjustments are applied on a consistent basis and are based on observable inputs where available. Management’s estimate of fair value requires significant management judgment and is subject to a high degree of variability based upon market conditions, the availability of specific issuer information and management’s assumptions.


FASB ASC Topic 825, “Financial Instruments” requires disclosure of the fair value of financial instruments for which it is practicable to estimate that value. Given that cash and cash equivalents and restricted cash are short term in nature with limited fair value volatility, the carrying amount is deemed to be a reasonable approximation of fair value and the fair value input is classified as a Level 1 fair value measurement. The fair value input for the derivatives is classified as a Level 2 fair value measurement within the fair value hierarchy. The fair value inputs for our unsecured credit facility and our former secured credit facilityterm loans are classified as Level 2 fair value measurements within the fair value hierarchy. The fair value of mortgage indebtedness is based on a discounted cash flows valuation technique. As this technique utilizes current credit spreads, which are generally unobservable, this is classified as a Level 3 fair value measurement within the fair value hierarchy.  We determine appropriate credit spreads based on the type of debt and its maturity. There were 0 transfers between levels in the fair value hierarchy for the six months ended June 30, 2020. The following table summarizes the carrying amount and the fair value of our financial instruments as of the periods indicated:

 

 

As of September 30, 2017

 

 

As of December 31, 2016

 

 

As of June 30, 2020

 

 

As of December 31, 2019

 

Financial Instrument

 

Carrying

Amount

 

 

Estimated

Fair Value

 

 

Carrying

Amount

 

 

Estimated

Fair Value

 

 

Carrying

Amount

 

 

Estimated

Fair Value

 

 

Carrying

Amount

 

 

Estimated

Fair Value

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

10,128

 

 

$

10,128

 

 

$

20,892

 

 

$

20,892

 

 

$

11,652

 

 

$

11,652

 

 

$

9,888

 

 

$

9,888

 

Restricted cash

 

 

6,665

 

 

 

6,665

 

 

 

5,518

 

 

 

5,518

 

 

 

6,509

 

 

 

6,509

 

 

 

4,545

 

 

 

4,545

 

Derivative assets

 

 

3,581

 

 

 

3,581

 

 

 

3,867

 

 

 

3,867

 

 

 

 

 

 

 

 

 

953

 

 

 

953

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured credit facility

 

 

-

 

 

 

-

 

 

 

147,280

 

 

 

150,000

 

Unsecured credit facility

 

 

157,163

 

 

 

159,690

 

 

 

-

 

 

 

-

 

 

 

210,765

 

 

 

212,802

 

 

 

183,966

 

 

 

186,302

 

Term loans

 

 

298,588

 

 

 

300,000

 

 

 

298,418

 

 

 

300,000

 

Mortgages

 

 

574,462

 

 

 

565,954

 

 

 

596,537

 

 

 

588,523

 

 

 

499,558

 

 

 

520,898

 

 

 

503,188

 

 

 

505,510

 

Derivative liabilities

 

 

34,614

 

 

 

34,614

 

 

 

7,769

 

 

 

7,769

 

k.j. Deferred Financing Costs

Costs incurred in connection with debt financing are deferred and classified within indebtedness and charged to interest expense over the terms of the related debt agreements, under the effective interest method. As of January 1, 2016, we adopted the accounting standard classified under

k. Office Leases

In accordance with FASB ASC Topic 835, “Interest” which842, “Leases”, lessees are required deferred financing costs to be presentedrecognize a right-of-use asset and a lease liability on the balance sheet asat the lease commencement date for all leases, except those leases with terms of less than a direct deduction from indebtedness.year.  We lease corporate office space under leases with terms of up to 10 years and that may include extension options, but that do not include any residual value guarantees or restrictive covenants. As of June 30, 2020, we have $2,664 of operating lease right-of-use assets and $3,024 of operating lease liabilities related to our corporate office leases. The operating lease right-of-use assets are presented within other assets and the operating lease liabilities are presented within other liabilities in our consolidated balance sheet. We recorded $158 and $297 of total operating lease expense during the three and six months ended June 30, 2020, which is recorded within property management expense and general and administrative expenses in our condensed consolidated statements of operations.    

l. Income Taxes

We have elected to be taxed as a REIT beginning with the taxable year ended December 31, 2011.  Accordingly, we recorded no0 income tax expense for the three and ninesix months ended SeptemberJune 30, 20172020 and 2016.2019.

12


Independence Realty Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

As of September 30, 2017

(Unaudited and dollars in thousands, except share and per share data)

To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our ordinary taxable income to stockholders.  As a REIT, we generally are not subject to federal income tax on taxable income that we distribute to our stockholders.  If we fail to qualify as a REIT in any taxable year, we will be subject to federal income taxes on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year during which qualification is lost unless the Internal Revenue Service grants us relief under certain statutory provisions.  Such an event could materially adversely affect our net income and net cash available for distribution to stockholders; however, we believe that we are organized and operate in such a manner as to qualify and maintain treatment as a REIT and intend to operate in such a manner so that we will remain qualified as a REIT for federal income tax purposes.  


m. Recent Accounting Pronouncements

Below is a brief description of recent accounting pronouncements that could have a material effect on our financial statements.  

Adopted Within these Financial Statements

In MarchFebruary 2016, the FASB issued an accounting standard classified under FASB ASC Topic 842, “Leases”.  For lessees, this accounting standard amends lease accounting by requiring (1) the recognition of lease assets and lease liabilities for those leases classified as operating leases on the balance sheet and (2) additional disclosure about leasing arrangements. For lessors, the guidance under the new lease standard is substantially similar to legacy lease accounting standards.  This standard is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted.  In July 2018, the FASB issued an amendment to the new standard, which provides a package of practical expedients that (1) allows lessors to not separate lease and non-lease components in a contract and allocate the consideration in the contract to the separate components if both (i) the timing and pattern of revenue recognition for the non-lease component and the related lease component are the same and (ii) the combined single lease component would be classified as an operating lease and (2) provides a transition option that permits entities to not recast the comparative periods presented when transitioning to the standard. We adopted the new standard on January 1, 2019 using the modified retrospective approach and the package of practical expedients. We did 0t record a cumulative-effect adjustment on the effective date and all prior comparative periods are presented in accordance with legacy lease accounting standards.  Our apartment leases, where we are lessor, continued to be accounted for as operating leases under the new standard and, therefore, there were not significant changes in accounting for these leases.  For our various corporate office leases, where we are lessee, we recorded a $308 right of use asset and a lease liability on our consolidated balance sheets upon adoption.

In June 2016, the FASB issued an accounting standard classified under FASB ASC Topic 326, “Financial Instruments – Credit Losses.” The amendments in this update revise the current approach to estimate credit losses on certain financial assets, including trade and other receivables, available-for-sale securities and other financial instruments. The amendments require entities to estimate a lifetime expected credit loss for certain financial instruments, including trade receivable. This standard is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years.  Early application of the amendments in this standard is permitted. We adopted the new standard on January 1, 2020. The adoption of this standard has not had an effect on our consolidated financial statements.

In June 2018, the FASB issued an accounting standard classified under FASB ASC Topic 718, “Compensation – Stock Compensation”.  This accounting standard simplifies several aspectsCompensation.” The amendments in this update expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. As a result, the accounting for share-based payment award transactions including: (i) income tax consequences; (ii) classification of awards as either equity or liabilities; and (iii) classification on the statement of cash flows.  This standard is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The adoption of this accounting standard did not have a material impact on our consolidated financial statements.

Not Yet Adopted Within these Financial Statements

In May 2014, the FASB issued an accounting standard classified under FASB ASC Topic 606, “Revenue from Contracts with Customers”. This accounting standard generally replaces existing guidance by requiring an entity to recognize the amount of revenue to which it expects tocould be entitled for the transfer of promised goods or services to customers. This accounting standard applies to all contracts with customers, except those that are within the scope of other Topics in the FASB ASC. During 2016, the FASB issued three amendments to this accounting standard which provide further clarification to this accounting standard. These standards amending FASB ASC Topic 606 are currently effective for annual reporting periods beginning after December 15, 2017. We are finalizing our evaluation of the impact that these standards may have on our consolidated financial statements however, a majority of our revenue is derived from real estate lease contracts which are specifically excluded from the scope of this standard.

In February 2016, the FASB issued an accounting standard classified under FASB ASC Topic 842, “Leases”.  This accounting standard amends lease accounting by requiring the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases on the balance sheet and disclosing key information about leasing arrangements.impacted. This standard is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the amendments in this standard is permitted. Management is currently evaluatingWe adopted the impact thatnew standard on January 1, 2019. As we have not issued share-based payments to non-employees since prior to our management internalization, the adoption of this standard may havehas not had an effect on our consolidated financial statements.

In August 2016,March 2020, the FASB issued an accounting standard classified under FASB ASC Topic 230, “Statement of Cash Flows”.  This accounting standard provides guidance on eight specific cash flow issues: (i) debt prepayment or debt extinguishment costs; (ii) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; (iii) contingent consideration payments made after a business combination; (iv) proceeds from the settlement of insurance claims; (v) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies; (vi) distributions received from equity method investees; (vii) beneficial interests in securitization transactions; and (viii) separately identifiable cash flows and application of the predominance principle.  The amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period.  Management is currently evaluating the impact that this standard may have on our consolidated statement of cash flows.

In January 2017, the FASB issued an accounting standard update under FASB ASC Topic 805, “Business Combinations” that changes the definition of a business to assist entities with evaluating whether a set of transferred assets is a business. As a result, the accounting for acquisitions of real estate could be impacted. The updated standard will be effective for us on January 1, 2018 with

13


Independence Realty Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

As of September 30, 2017

(Unaudited and dollars in thousands, except share and per share data)

early adoption permitted. The new definition will be applied prospectively to any transactions occurring within the period of adoption. Management expects that the updated standard will result in fewer acquisitions of real estate meeting the definition of a business and fewer acquisition-related costs being expensed in the period incurred.

In May 2017, the FASB issued an accounting standard update under FASB ASC Topic 718, “Compensation – Stock Compensation.848, “Reference Rate Reform.” The amendments in this update providecontain practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance about which changesin ASC 848 is optional and may be elected over time as reference rate reform activities occur. Beginning in the first quarter of 2020, we elected to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. As a result, the accounting for share-based payment award transactions could be impacted. The updated standard will be effective for us on January 1, 2018 with early adoption permitted. The new definition will be applied prospectively to an award modified on or after the adoption date. Management is currently evaluating the impact that this standard may have on our consolidated financial statements.

In August 2017, the FASB issued an accounting standard update under FASB ASC Topic 815, “Derivatives and Hedging.” The amendments in this update provide guidance about the application of the hedge accounting guidance in current GAAPexpedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the feedback received from preparers, auditors, and other stakeholders. As a result,corresponding derivatives. Application of these expedients preserves the accounting forpresentation of derivatives and hedging transactions could be impacted. The updated standardconsistent with past presentation.  We will be effective for us on January 1, 2019 with early adoption permitted. The new definition will be applied prospectivelycontinue to any transactions occurring within the period of adoption. Management is currently evaluatingevaluate the impact that this standardof the guidance and may have on our consolidated financial statements.apply other elections as applicable as additional changes in the market occur.

 

NOTE 3: Investments in Real Estate

As of SeptemberJune 30, 2017,2020, our investments in real estate consisted of 5058 apartment properties with 13,729that contain 15,805 units.  The following table below summarizes our investments in real estate:   

 

As of September 30, 2017

 

 

As of December 31, 2016

 

 

Depreciable Lives

(In years)

 

 

As of June 30, 2020

 

 

As of

December 31, 2019

 

 

Depreciable Lives

(In years)

 

Land

 

$

187,935

 

 

$

165,120

 

 

 

 

 

$

238,723

 

 

$

234,050

 

 

 

 

Building

 

 

1,211,985

 

 

 

1,066,611

 

 

 

40

 

 

 

1,499,444

 

 

 

1,453,052

 

 

 

40

 

Furniture, fixtures and equipment

 

 

27,137

 

 

 

17,625

 

 

5-10

 

 

 

126,015

 

 

 

109,263

 

 

5-10

 

Total investment in real estate

 

$

1,427,057

 

 

$

1,249,356

 

 

 

 

 

 

$

1,864,182

 

 

$

1,796,365

 

 

 

 

 

Accumulated depreciation

 

 

(75,084

)

 

 

(51,511

)

 

 

 

 

 

 

(187,758

)

 

 

(158,435

)

 

 

 

 

Investments in real estate, net

 

$

1,351,973

 

 

$

1,197,845

 

 

 

 

 

 

$

1,676,424

 

 

$

1,637,930

 

 

 

 

 

As of September 30, 2017 and December 31, 2016, we had investments in real estate with a carrying value of $22,031 and $60,786, respectively, classified as held for sale.


Acquisitions

The below table summarizes the acquisitionsIn February 2020, we acquired a 251-unit property located in McKinney, TX for the nine months ended September 30, 2017:$51,204.

Property Name

 

Date of Purchase

 

Location

 

Units (unaudited)

 

 

Purchase Price

 

Lakes of Northdale

 

2/27/2017

 

Tampa, FL

 

 

216

 

 

$

29,750

 

Haverford Place

 

5/24/2017

 

Lexington, KY

 

 

160

 

 

$

14,240

 

South Terrace (1)

 

6/30/2017

 

Durham, NC

 

 

328

 

 

$

42,950

 

Cherry Grove (2)

 

9/26/2017

 

North Myrtle Beach, SC

 

 

172

 

 

$

16,157

 

Riverchase (2)

 

9/26/2017

 

Indianapolis, IN

 

 

217

 

 

$

18,899

 

Kensington (2)

 

9/26/2017

 

Canal Winchester, OH

 

 

264

 

 

$

24,409

 

Schirm Farms (2)

 

9/26/2017

 

Canal Winchester, OH

 

 

264

 

 

$

23,749

 

Total

 

 

 

 

 

 

1,621

 

 

$

170,154

 

(1)

This property was acquired from a joint venture of which our former advisor was a controlling member.  See Note 8: Related Party Transactions and Arrangements.  In conjunction with this acquisition, we issued IROP units to third parties that were members of the joint venture that owned the property.  See Note 6: Shareholder Equity and Noncontrolling Interests.  

14


Independence Realty Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

As of September 30, 2017

(Unaudited and dollars in thousands, except share and per share data)

(2)

These properties were acquired as the first phase of our acquisition of a nine-community portfolio, totaling 2,353 units, which we agreed to acquire on September 3, 2017 for a total purchase price of $228,144. In connection with the acquisition of these properties, we incurred defeasance costs totaling $2,781, which are included in Acquisition related debt extinguishment expenses within the Consolidated Statements of Operations.

The following table summarizes the aggregate relative fair value of the assets and liabilities associated with the properties acquired during the nine-monthsix-month period ended SeptemberJune 30, 2017,2020, on the date of acquisition, accounted for under FASB ASC Topic 805.

805-50-15-3.

Description

 

Fair Value

of Assets Acquired

During the

Nine-Month Period Ended

September 30,

2017

 

Assets acquired:

 

 

 

 

Investments in real estate

 

$

168,191

 

Accounts receivable and other assets

 

$

463

 

Intangible assets

 

$

1,963

 

Total assets acquired

 

$

170,617

 

Liabilities assumed:

 

 

 

 

Accounts payable and accrued expenses

 

$

1,502

 

Other liabilities

 

$

490

 

Total liabilities assumed

 

$

1,992

 

Estimated fair value of net assets acquired

 

$

168,625

 

The table below presents the revenue and net income (loss) for the properties acquired during the nine-month period ended September 30, 2017 as reported in our consolidated financial statements, excluding any related acquisition and integration expenses.

 

 

 

For the Three-Month Period

Ended September 30, 2017

 

 

For the Nine-Month Period

Ended September 30, 2017

 

Property

 

Total revenue

 

 

Net income (loss) allocable to common shares

 

 

Total revenue

 

 

Net income (loss) allocable to common shares

 

Lakes of Northdale

 

$

789

 

 

$

223

 

 

$

1,829

 

 

$

447

 

Haverford Place

 

$

452

 

 

$

107

 

 

$

637

 

 

$

179

 

South Terrace

 

$

1,039

 

 

$

198

 

 

$

1,049

 

 

$

203

 

Cherry Grove

 

$

26

 

 

$

17

 

 

$

26

 

 

$

17

 

Riverchase

 

$

25

 

 

$

13

 

 

$

25

 

 

$

13

 

Kensington

 

$

35

 

 

$

25

 

 

$

35

 

 

$

25

 

Schirm Farms

 

$

35

 

 

$

23

 

 

$

35

 

 

$

23

 

Total

 

$

2,401

 

 

$

606

 

 

$

3,636

 

 

$

907

 

The table below represents the revenue, net income and earnings per share effect of the acquired property, as reported in our consolidated financial statements and on a pro forma basis as if the acquisition occurred on January 1, 2016. These pro forma results are not necessarily indicative of the results that actually would have occurred if the acquisition had occurred on January 1, 2016, nor does the pro forma financial information purport to represent the results of operations for future periods.

15


Independence Realty Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

As of September 30, 2017

(Unaudited and dollars in thousands, except share and per share data)

Description

 

For the

Three-Month

Period Ended

September 30, 2017

 

 

For the

Three-Month

Period Ended

September 30, 2016

 

 

For the

Nine-Month

Period Ended

September 30, 2017

 

 

For the

Nine-Month

Period Ended

September 30, 2016

 

Pro forma total revenue (unaudited)

 

 

43,421

 

 

 

42,695

 

 

 

128,834

 

 

 

128,350

 

Pro forma net income (loss) allocable to common shares (unaudited)

 

 

2,347

 

 

 

3,211

 

 

 

27,663

 

 

 

34,012

 

Earnings (loss) per share attributable to common shareholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic-pro forma (unaudited)

 

$

0.03

 

 

$

0.07

 

 

$

0.40

 

 

$

0.72

 

Diluted-pro forma (unaudited)

 

$

0.03

 

 

$

0.07

 

 

$

0.39

 

 

$

0.72

 

Description

 

Fair Value

of Assets Acquired

During The Six Months Ended June 30, 2020

 

Assets acquired:

 

 

 

 

Investments in real estate (a)

 

$

51,052

 

Other assets

 

 

35

 

Intangible assets

 

 

221

 

Total assets acquired

 

$

51,308

 

Liabilities assumed:

 

 

 

 

Accounts payable and accrued expenses

 

$

126

 

Other liabilities

 

 

83

 

Total liabilities assumed

 

 

209

 

Estimated fair value of net assets acquired

 

$

51,099

 

 

We did not make any purchase price allocation adjustments during the nine-month period ended September 30, 2017.

On October 25, 2017, we acquired a 264 unit residential community located in Baton Rouge, LA, known as Live Oak Trace, for $28,501. This acquisition was part of the nine-property portfolio acquisition announced on September 5, 2017.

Dispositions

The table below summarizes the dispositions for the nine months ended September 30, 2017 and also presents each property’s contribution to net income (loss) allocable to common shares, excluding the impact of the gain (loss) on sale:

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) allocable to common shares

 

Property Name

 

Date of Sale

 

Sale Price

 

 

Gain (loss) on sale (1)

 

 

For the Three Months Ended September 30, 2017

 

 

For the Nine Months Ended September 30, 2017

 

Copper Mill

 

5/5/2017

 

$

32,000

 

 

$

15,616

 

 

$

(3

)

 

$

794

 

Heritage Trace

 

6/1/2017

 

 

11,600

 

 

 

(1,237

)

 

 

(3

)

 

 

477

 

Berkshire

 

6/9/2017

 

 

16,000

 

 

 

1,579

 

 

 

(33

)

 

 

457

 

Total

 

 

 

$

59,600

 

 

$

15,958

 

 

$

(39

)

 

$

1,728

 

 

(1)(a)

The gain (loss) on sale for these properties is netIncluded $69 of $2,748 of defeasance costs.  All properties were previously classified as held for sale.property related acquisition costs capitalized during the six months ended June 30, 2020.

 

NOTE 4: Indebtedness

The following tables contain summary information concerning our indebtedness as of SeptemberJune 30, 2017:

2020:

Debt:

 

Outstanding Principal

 

 

Unamortized Discount and Debt Issuance Costs

 

 

Carrying Amount

 

 

Type

 

Weighted Average Rate

 

 

Weighted Average Maturity (in years)

 

 

Outstanding Principal

 

 

Unamortized Debt Issuance Costs

 

 

Carrying Amount

 

 

Type

 

Weighted Average Rate

 

 

Weighted Average Maturity (in years)

 

Unsecured credit facility (2)(1)

 

$

159,690

 

 

$

(2,527

)

 

$

157,163

 

 

Floating

 

 

2.7%

 

 

 

3.9

 

 

$

212,802

 

 

$

(2,037

)

 

$

210,765

 

 

Floating

 

1.6%

 

 

 

2.9

 

Mortgages-Fixed rate

 

 

577,632

 

 

 

(3,170

)

 

 

574,462

 

 

Fixed

 

 

3.7%

 

 

 

6.0

 

Unsecured term loans

 

 

300,000

 

 

 

(1,412

)

 

 

298,588

 

 

Floating

 

1.5%

 

 

 

3.8

 

Mortgages

 

 

501,041

 

 

 

(1,483

)

 

 

499,558

 

 

Fixed

 

3.9%

 

 

 

3.5

 

Total Debt

 

$

737,322

 

 

$

(5,697

)

 

$

731,625

 

 

 

 

 

3.5%

 

 

 

5.6

 

 

$

1,013,843

 

 

$

(4,932

)

 

$

1,008,911

 

 

 

 

2.7%

 

 

 

3.5

 

 

(1)

The unsecured credit facility total capacity is $300,000,$350,000, of which $159,690$212,802 was outstanding as of SeptemberJune 30, 2017.

(2)

As of September 30, 2017, IRT maintained a float-to-fixed interest rate swap with a $150,000 notional amount. This swap, which expires on June 17, 2021 and has a fixed rate of 1.1325%, has converted $150,000 of our floating rate debt to fixed rate debt.2020.   

 

16


Independence Realty Trust, Inc.On July 9, 2020, we drew down on our unsecured credit facility to extinguish a property mortgage and Subsidiariesmake partial paydowns totaling $32,117. The property mortgages had a weighted-average rate of 3.9% compared to the 1.6% interest rate on our unsecured credit facility as of June 30, 2020.

Notes to Consolidated Financial Statements

As of SeptemberJune 30, 2017

(Unaudited and dollars in thousands, except share and per share data)

 

 

Original maturities on or before December 31,

 

 

 

Debt:

 

2017

 

 

2018

 

 

2019

 

 

2020

 

 

2021

 

 

Thereafter

 

 

 

Unsecured credit facility

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

109,690

 

 

$

50,000

 

 

 

Mortgages-Fixed rate

 

 

685

 

 

 

3,245

 

 

 

4,660

 

 

 

7,611

 

 

 

102,597

 

 

 

458,834

 

 

 

Total

 

$

685

 

 

$

3,245

 

 

$

4,660

 

 

$

7,611

 

 

$

212,287

 

 

$

508,834

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of September 30, 2017,2020, we were in compliance with all financial covenants contained in the documents governing our indebtedness.

 

 

Scheduled maturities on or before December 31,

 

Debt:

 

2020

 

 

2021

 

 

2022

 

 

2023

 

 

2024

 

 

Thereafter

 

     Unsecured credit facility

 

$

 

 

$

 

 

$

 

 

$

212,802

 

 

$

 

 

$

 

     Unsecured term loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

300,000

 

 

 

 

     Mortgages

 

 

3,926

 

 

 

76,176

 

 

 

70,840

 

 

 

107,523

 

 

 

58,062

 

 

 

184,514

 

Total

 

$

3,926

 

 

$

76,176

 

 

$

70,840

 

 

$

320,325

 

 

$

358,062

 

 

$

184,514

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


The following table contains summary information concerning our indebtedness as of December 31, 2016:2019:

Debt:

 

Outstanding Principal

 

 

Unamortized Discount and Debt Issuance Costs

 

 

Carrying Amount

 

 

Type

 

Weighted Average Rate

 

 

Weighted Average Maturity (in years)

 

 

Outstanding Principal

 

 

Unamortized Debt Issuance Costs

 

 

Carrying Amount

 

 

Type

 

Weighted

Average Rate

 

 

Weighted

Average

Maturity

(in years)

 

Secured credit facility (1)

 

$

150,000

 

 

$

(2,720

)

 

$

147,280

 

 

Floating

 

 

3.0%

 

 

 

1.7

 

Mortgages-Fixed rate

 

 

600,188

 

 

 

(3,651

)

 

 

596,537

 

 

Fixed

 

 

3.8%

 

 

 

6.7

 

Unsecured credit facility (1)

 

$

186,302

 

 

$

(2,336

)

 

$

183,966

 

 

Floating

 

3.2%

 

 

 

3.4

 

Unsecured term loans

 

 

300,000

 

 

 

(1,582

)

 

 

298,418

 

 

Floating

 

3.1%

 

 

 

4.3

 

Mortgages

 

 

504,876

 

 

 

(1,688

)

 

 

503,188

 

 

Fixed

 

3.9%

 

 

 

4.0

 

Total Debt

 

$

750,188

 

 

$

(6,371

)

 

$

743,817

 

 

 

 

 

3.6%

 

 

 

5.7

 

 

$

991,178

 

 

$

(5,606

)

 

$

985,572

 

 

 

 

3.5%

 

 

 

4.0

 

 

(1)

The securedunsecured credit facility total capacity was $312,500,$350,000, of which $150,000$186,302 was outstanding as of December 31, 2016.2019.

In February 2017, IROP drew down $22,000 on the secured credit facility in connection with the Lakes of Northdale acquisition.  

On May 1, 2017, we closed on a new $300,000 unsecured credit facility, refinancing and terminating the previous secured credit facility. The new facility is comprised of a $50,000 term loan and a revolving commitment of up to $250,000. The maturity date on the new term loan is May 1, 2022, and the maturity date on borrowings outstanding under the revolving commitment is May 1, 2021, extending the September 17, 2018 maturity of the previous secured credit facility. Based on our current leverage levels, our annual interest cost is LIBOR plus 145 basis points under the term loan and LIBOR plus 150 basis points for borrowings outstanding under the revolving commitments.  We recognized the refinance as a partial extinguishment of our prior secured credit facility and recognized a loss on extinguishment of debt of $572.

In May 2017, IROP drew down $9,000 on the unsecured credit facility in connection with the Haverford Place acquisition.

In June 2017, IROP drew down $31,250 on the unsecured credit facility in connection with the South Terrace acquisition.

In September 2017, IROP (1) paid down $117,500 on the unsecured credit facility using proceeds from the common stock offering on September 11, 2017, which is discussed in Note 6: Shareholders Equity, and (2) drew down $85,000 in connection with the four properties acquired on September 26, 2017.

In connection with the three property dispositions during the nine months ended September 30, 2017, we extinguished, through defeasance, property mortgages totaling $20,586.

 

 

NOTE 5: Derivative Financial Instruments

We may useThe following table summarizes the aggregate notional amounts and estimated net fair values of our derivative financial instruments to hedge all or a portionas of the interest rate risk associated with our borrowings. The principal objective of such arrangements is to minimize the risks and/or costs associated with our operatingJune 30, 2020 and financial structure as well as to hedge specific anticipated transactions.  While these instruments may impact our periodic cash flows, they benefit us by minimizing the risks and/or costs previously described.  December 31, 2019:

 

 

As of June 30, 2020

 

 

As of December 31, 2019

 

 

 

Notional

 

 

Fair Value of

Assets

 

 

Fair Value of

Liabilities

 

 

Notional

 

 

Fair Value of

Assets

 

 

Fair Value of

Liabilities

 

Cash flow hedges:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swap

 

$

150,000

 

 

$

 

 

$

1,421

 

 

$

150,000

 

 

$

953

 

 

$

 

Interest rate collars

 

 

250,000

 

 

 

 

 

 

15,776

 

 

 

250,000

 

 

 

 

 

 

4,330

 

Forward interest rate swaps

 

 

 

 

 

 

 

 

17,417

 

 

 

 

 

 

 

 

 

3,439

 

Total

 

$

400,000

 

 

$

 

 

$

34,614

 

 

$

400,000

 

 

$

953

 

 

$

7,769

 

Interest Rate Swaps and Caps

We have entered into an interest rate cap contract and an interest rate swap contract to hedge interest rate exposure on floating rate indebtedness.          

On June 24, 2016,March 2, 2020 we entered into ana forward-starting interest rate swap contract with a notional value of $150,000 and a strike rate of 1.145%0.985%. This forward interest rate swap has an effective date of May 17, 2022 and a maturity date of JuneMay 17, 2021.2027. We designated this interest rate swap as a cash flow hedge at inception and determined that the hedge

17


Independence Realty Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

As of September 30, 2017

(Unaudited and dollars in thousands, except share and per share data)

is highly effective in offsetting interest rate fluctuations associated with the identified indebtedness. We did not recognize any ineffectiveness associated with this cash flow hedge through April 2017.  On April 17, 2017, in conjunction with the refinance of our credit facility, we restructured our existing interest rate swap to remove the LIBOR floor.  This resulted in a decrease in the strike rate to 1.1325%.  The notional value and maturity date remained the same.  We designated the restructuredforward interest rate swap as a cash flow hedge at inception and determined that the hedge is highly effective in offsetting interest rate fluctuations associated with the identified indebtedness. However, since the fair value of the swap at inception of the hedging relationship was not zero, we expect some ineffectiveness to be recognized over the life of the instrument.  During the three and nine months ended September 30, 2017, we recognized $(12) and $0 of ineffectiveness based on the hypothetical derivative method. Our interest rate cap is not designated as a cash flow hedge.  

The following table summarizes the aggregate notional amount and estimated net fair value of our derivative instruments as of September 30, 2017 and December 31, 2016:

 

 

As of September 30, 2017

 

 

As of December 31, 2016

 

 

 

Notional

 

 

Fair Value of

Assets

 

 

Fair Value of

Liabilities

 

 

Notional

 

 

Fair Value of

Assets

 

 

Fair Value of

Liabilities

 

Cash flow hedges:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swap

 

$

150,000

 

 

$

3,581

 

 

$

 

 

$

150,000

 

 

$

3,867

 

 

$

 

Freestanding derivatives:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate cap

 

 

200,000

 

 

 

 

 

 

 

 

 

200,000

 

 

 

 

 

 

 

Net fair value

 

$

350,000

 

 

$

3,581

 

 

$

 

 

$

350,000

 

 

$

3,867

 

 

$

 

Effective interest rate swaps and caps are reported in accumulated other comprehensive income, and the fair value of these hedge agreements is included in other assets or other liabilities.

For our interest rate swap and collars that isare considered a highly effective hedge,hedges, we reclassified realized gains of $27 and losses of $156$1,107 and $1,244 to earnings within interest expense for the three and ninesix months ended SeptemberJune 30, 2017,2020, respectively, and we expect $471$7,046 to be reclassified out of accumulated other comprehensive income to earnings over the next 12 months.

 

NOTE 6: ShareholderStockholders’ Equity and Noncontrolling Interests

StockholderStockholders’ Equity

OurOn March 16, 2020, our board of directors has declared the following dividends in 2017: a dividend of $0.18 per share on our common stock, which was paid on April 24, 2020 to common stockholders of record as of April 2, 2020.

Month

 

Declaration Date

 

Record Date

 

Payment Date

 

Dividend

Declared

Per Share

 

January 2017

 

January 12, 2017

 

January 31, 2017

 

February 15, 2017

 

$

0.06

 

February 2017

 

January 12, 2017

 

February 28, 2017

 

March 15, 2017

 

$

0.06

 

March 2017

 

January 12, 2017

 

March 31, 2017

 

April 17, 2017

 

$

0.06

 

April 2017

 

April 12, 2017

 

April 28, 2017

 

May 15, 2017

 

$

0.06

 

May 2017

 

April 12, 2017

 

May 31, 2017

 

June 15, 2017

 

$

0.06

 

June 2017

 

April 12, 2017

 

June 30, 2017

 

July 17, 2017

 

$

0.06

 

July 2017

 

July 14, 2017

 

July 31, 2017

 

August 15, 2017

 

$

0.06

 

August 2017

 

July 14, 2017

 

August 31, 2017

 

September 15, 2017

 

$

0.06

 

September 2017

 

July 14, 2017

 

September 29, 2017

 

October 13, 2017

 

$

0.06

 

October 2017

 

October 12, 2017

 

October 31, 2017

 

November 15, 2017

 

$

0.06

 

November 2017

 

October 12, 2017

 

November 30, 2017

 

December 15, 2017

 

$

0.06

 

December 2017

 

October 12, 2017

 

December 29, 2017

 

January 15, 2018

 

$

0.06

 

Common SharesOn June 15, 2020, our board of directors declared a dividend of $0.12 per share on our common stock, which was paid on July 24, 2020 to common stockholders of record as of July 2, 2020.

During the three and ninesix months ended SeptemberJune 30, 2017,2020, we also paid $0 and $126,$161, respectively, of dividends on restricted common share awards that vested during the period.

18


Independence Realty Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

As of September 30, 2017

(Unaudited and dollars in thousands, except share and per share data)

On August 4, 2017,February 20, 2020, we entered into an At-the-Market Issuance Sales Agreementunderwriting agreement with KeyBanc Capital Markets Inc. and BMO Capital Markets Corp., as representatives of the several underwriters named therein (collectively, the “Underwriters”), BMO Capital Markets Corp. (the “Sales Agreement”“Forward Seller”), and Bank of Montreal (the “Forward Counterparty”) with various sales agents. Pursuantrelating to the Sales Agreement, we may offer and sell sharesoffering of our common stock, $0.01 par value per share, having an aggregate offering price of up to $150,000, from time to time through the sales agents. The sales agents are entitled to compensation in an agreed amount not to exceed 2.0% of the gross sales price per share for any shares sold from time to time under the Sales Agreement. We have no obligation to sell any of the shares under the Sales Agreement and may at any time suspend solicitations and offers under the Sales Agreement. No shares were issued pursuant to the Sales Agreement as of September 30, 2017.

On September 11, 2017, we issued 12,500,000 shares of our common stock at a public offering price of $9.25 per share. We also closed on the underwriters’ option to purchase an additional 1,875,00010,350,000 shares of common stock at a price to the publicUnderwriters of $14.688 per share, consisting of 10,350,000 shares of common stock offered by the Forward Seller in connection with the forward sale agreements described below (including 1,350,000 shares offered pursuant to the Underwriter’s option to purchase additional shares, which was exercised in full). We completed the offering price.on February 24, 2020. We did not initially receive any proceeds from the sale of common stock by the Forward Seller..

In connection with the offering, we also entered into 2 forward sale agreements. The first forward sale agreement (the “Initial Forward Sale Agreement”), dated February 20, 2020, with the Forward Seller and Forward Counterparty, and the second forward sale agreement (the “Additional Forward Sale Agreement”, together with the Initial Forward Sale Agreement, the “Forward Sale


Agreements”), dated February 20, 2020, with the Forward Seller and the Forward Counterparty. In connection with the Forward Sale Agreements, the Forward Seller or its affiliate borrowed from third parties and sold to the Underwriters an aggregate of 10,350,000 shares of common stock that was sold in the offering. On March 31, 2020, we physically settled $50,000 under the Forward Sale Agreements by issuing 3,406,000 shares. As a resultof June 30, 2020, 6,944,000 shares remain to be settled under the Forward Sale Agreements, which if physically settled would provide additional proceeds to us of $99,790 based on the forward price as of July 26, 2020. We expect to physically settle the balance of the offeringForward Sale Agreements and exercisereceive proceeds from the sale of those shares upon one or more such physical settlements within approximately twelve months from the underwriters’ option,date of the prospectus, earlier than February 24, 2021, the scheduled maturity date of the Forward Sale Agreements. Although we received approximately $126,100expect to settle the Forward Sale Agreements entirely by the physical delivery of shares of common stock for cash proceeds, we may also elect to cash or net share settle all or a portion of our obligations under the Forward Sale Agreements, in net proceeds, after deductingwhich case, we may receive or owe cash or shares of common stock from or to the underwriting discountForward Seller. The Forward Sale Agreements provide for an initial forward sale price of $14.688 per share, subject to certain adjustments pursuant to the terms of each of the Forward Sale Agreements. The Forward Sale Agreements are subject to early termination or settlement under certain circumstances.

We evaluated the accounting for the Forward Sale Agreements under FASB ASC Topic 480 “Distinguishing Liabilities from Equity” and offering expenses.FASB ASC Topic 815 “Derivatives and Hedging”.  As the Forward Sale Agreements are considered indexed to our own equity and since they meet the equity classification conditions in ASC 815-40-25, the Forward Sale Agreements have been classified as equity.

 

Noncontrolling Interest

InDuring the three and six months ended June 2017, we issued 166,60430, 2020, holders of IROP units in connection with our acquisition of South Terrace.  The IROPexchanged 82,357 units were valued at $1,654 based on the pricefor 82,357 shares of our common stock. See Note 3: Investments in Real Estate for details on the property acquisition.

As of SeptemberJune 30, 2017, 3,035,6542020, 789,134 IROP units held by unaffiliated third parties remain outstanding with a redemption value of $30,873, based on IRT’s stock price of $10.17 as of September 29, 2017.outstanding.

OurOn March 16, 2020, our board of directors has declared the following distributionsa dividend of $0.18 per unit, which was paid on IROP’sApril 24, 2020 to IROP LP units in 2017:unitholders of record as of April 2, 2020.

Month

 

Declaration Date

 

Record Date

 

Payment Date

 

Dividend

Declared

Per Share

 

January 2017

 

January 12, 2017

 

January 31, 2017

 

February 15, 2017

 

$

0.06

 

February 2017

 

January 12, 2017

 

February 28, 2017

 

March 15, 2017

 

$

0.06

 

March 2017

 

January 12, 2017

 

March 31, 2017

 

April 17, 2017

 

$

0.06

 

April 2017

 

April 12, 2017

 

April 28, 2017

 

May 15, 2017

 

$

0.06

 

May 2017

 

April 12, 2017

 

May 31, 2017

 

June 15, 2017

 

$

0.06

 

June 2017

 

April 12, 2017

 

June 30, 2017

 

July 17, 2017

 

$

0.06

 

July 2017

 

July 14, 2017

 

July 31, 2017

 

August 15, 2017

 

$

0.06

 

August 2017

 

July 14, 2017

 

August 31, 2017

 

September 15, 2017

 

$

0.06

 

September 2017

 

July 14, 2017

 

September 29, 2017

 

October 13, 2017

 

$

0.06

 

October 2017

 

October 12, 2017

 

October 31, 2017

 

November 15, 2017

 

$

0.06

 

November 2017

 

October 12, 2017

 

November 30, 2017

 

December 15, 2017

 

$

0.06

 

December 2017

 

October 12, 2017

 

December 29, 2017

 

January 15, 2018

 

$

0.06

 

On June 15, 2020, our board of directors declared a dividend of $0.12 per unit, which was paid on July 24, 2020 to IROP LP unitholders of record as of July 2, 2020.

 

NOTE 7: Equity Compensation Plans

Long Term Incentive Plan

In May 2016, our shareholders approved and our board of directors adopted an amended and restated Long Term Incentive Plan or the incentive plan,(the “Incentive Plan”), which provides for the grants of awards to our employees, officers, directors, officers and full-time employees, full-time employeestrustees, consultants or advisors (and those of our former advisor and its affiliates, full-time employees of entities that provide services to our former advisor, directors of our former advisor or of entities that provide services to it, certain of our consultants and certain consultants to our former advisor and its affiliates or to entities that provide services to our former advisor.affiliates). The incentive planIncentive Plan authorizes the grant of restricted or unrestricted shares of our common stock, performance-based restricted share units (“PSUs”), non-qualified and incentive stock options, restricted stock units (“RSUs”), stock appreciation rights (“SARs”), dividend equivalents and other stock- or cash-based awards. In conjunction with the amendment, the number of shares of common stock issuable under the incentive planIncentive Plan was increased to 4,300,000 shares and the term of the incentive plan was extended to May 12, 2026.  

Under the incentive plan or predecessor incentive plans,Incentive Plan, we have granted restricted shares, RSUs, and stock appreciation rights, or SARs,PSUs to our employees and employees of our former advisor.employees.  These awards generally vest or vested over a three-yeartwo- to four-year period.  In addition, we have granted unrestricted shares to our non-employee directors.  These awards generally vest or vested immediately.  

19


Independence Realty Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

As of September 30, 2017

(Unaudited and dollars in thousands, except share and per share data)

On February 28, 2017,January 2, 2020, our compensation committee awarded, 143,180to our community-level employees, 71,604 restricted stock awards, valued at $9.19$13.86 per share, or $1,316$993 in the aggregate. TheThese restricted stock awards vest over a three-year period except for 6,585 awards that vested immediately.  In addition,two-year period. On February 4, 2020, our compensation committee awarded, performanceto our non-executive corporate employees, 62,483 restricted stock awards, valued at $14.88 per share, units, or PSUs,$930 in the aggregate.  These restricted stock awards vest over a three-year period. On March 2, 2020, our compensation committee awarded, to eligibleour named executive officers, under67,381 RSUs and 202,145 PSUs. The RSUs vest over a newly adopted 2017 Annual Equity Award Program pursuant tofour-year period and were valued at $13.87 per share, or $935 in the incentive plan.aggregate. The number of PSUs awardedearned will be based on attainment of certain performance criteria over a three-year period, with 226,469the actual number of shares issuable ranging between 0 and 150% of the number of PSUs granted for achievinggranted. Half of any PSUs earned will vest, and shares will be issued in respect thereof, immediately following the maximumend of the three-year performance criteria.period; the remaining half of any PSUs earned will vest, and shares will be issued in respect thereof, after an additional one-year period of service. The aggregate grant date fair value of the PSUs was $1,076.$2,379.

During the three months ended March 31, 2020, a portion of the RSUs and PSUs granted were issued to employees who are retirement eligible. While the terms of the awards still provide for three-to-four years of time vesting, the fact that the grantees are retirement eligible results in immediate recognition of the associated stock-based compensation expense totaling $1,667.


On May 16, 2017,April 1, 2020, our compensation committee granted stock under the incentive plan such thatawarded, to our independent directors receivedcommunity-level employees an aggregate of 24,83017,804 restricted stock awards, valued at $8.05 per share, or $144 in the aggregate. These restricted stock awards vest over a two-year period. On May 13, 2020, our compensation committee awarded to our non-employee directors an aggregate of 39,685 shares of our common stock, valued at $225 using our closing stock price of $9.06.$9.00 per share, or $357 in the aggregate. These awards vested immediately.

 

NOTE 8: Related Party Transactions and Arrangements

Fees and Expenses Paid to Our Former Advisor

On December 20, 2016, in connection with our management internalization, we acquired our former advisor and, therefore, fees and expenses to our former advisor are no longer incurred.

For the three months ended September 30, 2017 and 2016, our former advisor earned $0 and $1,727 of asset management fees, respectively, and $0 and $5,141 for the nine months ended September 30, 2017 and 2016, respectively. These fees are included within general and administrative expenses in our consolidated statements of operations.

For the three months ended September 30, 2017 and 2016, our former advisor earned $0 and $206 of incentive fees, respectively, and $0 and $350 for the nine months ended September 30, 2017 and 2016, respectively.  These fees are included within general and administrative expenses in our consolidated statements of operations.

For the nine months ended September 30, 2017 and 2016, we incurred costs of $727 and $0, respectively, with respect to our shared services agreement with our former advisor. The term of the agreement was from December 21, 2016 to June 20, 2017 and the associated fees are included within general and administrative expenses in our consolidated statements of operations.

As of September 30, 2017 and December 31, 2016, we had no liabilities payable to our former advisor for asset management fees, incentive fees or shared service fees.

Property Management Fees Paid to Our Former Property Manager

On December 20, 2016, in connection with our management internalization, we acquired property management agreements with respect to each of our properties from RAIT Residential, our former property manager, which is wholly owned by RAIT.

For the three months ended September 30, 2017 and 2016, our former property manager earned $0 and $1,219, respectively, and $0 and $3,710 for the nine months ended September 30, 2017 and 2016, respectively, of property management and leasing fees. As of September 30, 2017 and December 31, 2016, we had no liabilities payable to our property manager for property management and leasing fees.

Dividends Paid to Affiliates of Our Former Advisor

On October 5, 2016, we repurchased and retired all 7,269,719 shares of our common stock owned by subsidiaries of RAIT.

Since October 5, 2016, RAIT has not owned any shares of our common stock.  For the three months ended September 30, 2017 and 2016, we declared and subsequently paid dividends of $0 and $1,309, respectively, and $0 and $3,926 for the nine months ended September 30, 2017 and 2016, respectively, related to shares of common stock owned by subsidiaries of RAIT.  

20


Independence Realty Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

As of September 30, 2017

(Unaudited and dollars in thousands, except share and per share data)

RAIT Indebtedness

In the second quarter of 2016, we repaid $38,075 of mortgage indebtedness with proceeds from two property dispositions.  This indebtedness was held by RAIT. Total interest expense paid to RAIT for the three and nine months ended September 30, 2017 and 2016 was $0 and $486, respectively.

Related Party Transaction

In June 2017, we acquired South Terrace, a 328-unit property in Durham, NC for $42,950 from a joint venture, of which a subsidiary of RAIT was a controlling member. For further information, see Note 3: Investment in Real Estate.

NOTE 9: Earnings (Loss) Per Share

The following table presents a reconciliation of basic and diluted earnings (loss) per share for the three and ninesix months ended SeptemberJune 30, 20172020 and 2016:

2019:

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Net income (loss)

 

$

1,156

 

 

$

2,407

 

 

$

24,922

 

 

$

33,151

 

(Income) loss allocated to non-controlling interests

 

 

(59

)

 

 

(140

)

 

 

(1,009

)

 

 

(1,972

)

Net income (loss) allocable to common shares

 

 

1,097

 

 

 

2,267

 

 

 

23,913

 

 

 

31,179

 

Weighted-average shares outstanding—Basic

 

 

71,972,394

 

 

 

47,215,918

 

 

 

69,875,802

 

 

 

47,164,543

 

Weighted-average shares outstanding—Diluted

 

 

72,144,544

 

 

 

47,314,629

 

 

 

70,105,571

 

 

 

47,190,139

 

Earnings (loss) per share—Basic

 

$

0.02

 

 

$

0.05

 

 

$

0.34

 

 

$

0.66

 

Earnings (loss) per share—Diluted

 

$

0.02

 

 

$

0.05

 

 

$

0.34

 

 

$

0.66

 

 

 

For the Three Months Ended June 30,

 

 

For the Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Net income

 

$

799

 

 

$

14,856

 

 

$

425

 

 

$

17,422

 

Income allocated to noncontrolling interest

 

 

(10

)

 

 

(147

)

 

 

(8

)

 

 

(173

)

Net income allocable to common shares

 

 

789

 

 

 

14,709

 

 

 

417

 

 

 

17,249

 

Weighted-average shares outstanding—Basic

 

 

94,435,722

 

 

 

89,513,105

 

 

 

92,646,891

 

 

 

89,252,724

 

Weighted-average shares outstanding—Diluted

 

 

95,092,860

 

 

 

90,019,909

 

 

 

93,550,425

 

 

 

89,902,637

 

Earnings per share—Basic

 

$

0.01

 

 

$

0.16

 

 

$          0.00

 

 

$

0.19

 

Earnings per share—Diluted

 

$

0.01

 

 

$

0.16

 

 

$          0.00

 

 

$

0.19

 

 

Certain IROP units, stock appreciation rights, or SARs,unvested shares, and unvested shares deliverable under the Forward Sale Agreements were excluded from the earnings (loss) per share computation because their effect would have been anti-dilutive, totaling 3,035,6547,785,677 and 7,733,134 for the three and ninesix months ended SeptemberJune 30, 2017,2020, respectively, and 2,915,008881,107 and 3,091,380881,107 for the three and ninesix months ended SeptemberJune 30, 2016,2019, respectively.

 

NOTE 10:9: Other Disclosures

Risks and Uncertainties

Currently, one of the most significant risks and uncertainties is the duration and scope of the current global COVID-19 pandemic, which has disrupted businesses and slowed economic activity. We have been impacted by the COVID-19 pandemic and, in response, we have made operational and policy changes to: (1) comply with governmental mandates on a jurisdiction by jurisdiction basis; (2) protect our employees, residents, and prospective residents; and (3) minimize the adverse financial impact to us. The extent to which COVID-19 impacts our business, operations and financial results will depend on numerous evolving factors, many of which are not within management’s control, and that we are unable to predict at this time, including but not limited to: (1) the duration and scope of the pandemic; (2) the pandemic’s impact on current and future economic activity; and (3) the actions of governments, businesses and individuals in response to the COVID-19 pandemic.

Litigation

We are subject to various legal proceedings and claims that arise in the ordinary course of our business operations. Matters which arise out of allegations of bodily injury, property damage, and employment practices are generally covered by insurance. While the resolution of these matters cannot be predicted with certainty, we currently believe the final outcome of such matters will not have a material adverse effect on our financial position, results of operations or cash flows.

Other MattersLoss Contingencies

ToWe record an accrual for loss contingencies when a loss is probable and the extent thatamount of the loss can be reasonably estimated. Management reviews these accruals quarterly and makes revisions based on changes in facts and circumstances. When a natural disasterloss contingency is not both probable and reasonably estimable, management does not accrue the loss. However, if the loss (or an additional loss in excess of an earlier accrual) is at least a reasonable possibility and material, then management discloses a reasonable estimate of the possible loss, or similar event occurs with more than a remote risk of having a material impact on the consolidated financial statements, we will disclose the estimated range of loss, if such reasonable estimate can be made. If we cannot make a reasonable estimate of the possible outcomes, and, if an outcomeloss, or range of loss, then a statement to that effect is probable, accrue an appropriate liability.disclosed.

 

 

21



Item 2.

Management’sManagement’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

The Securities and Exchange Commission or SEC,(the “SEC”), encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This report contains or incorporates by reference such “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or Exchange Act.amended.

Words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes” and words and terms of similar substance used in connection with any discussion of future operating or financial performance identify forward-looking statements. As used herein, the terms “we,” “our” and “us” refer to Independence Realty Trust, Inc., which we refer to as IRT, and, as required by context, Independence Realty Operating Partnership, LP, which we refer to as IROP, and their subsidiaries.

We claim the protection of the safe harbor for forward-looking statements provided in the Private Securities Litigation Reform Act of 1995. These statements may be made directly in this report and they may also be incorporated by reference in this report to other documents filed with the SEC, and include, but are not limited to,without limitation, statements about future financial and operating results and performance, statements about our plans, objectives, expectations and intentions with respect to future operations, products and services, and other statements that are not historical facts. These forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated results discussed in these forward-looking statements.

The risk factors discussed and identifiedFactors that might cause actual results to differ materially from our expectations, many of which may be more likely to impact us as a result of the ongoing COVID-19 pandemic, are set forth in Item 1Athe “Risk Factors” sections of our 2016 Annual Report on Form 10-K thisfor the year ended December 31, 2019 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, and in other of our public filings with the SEC, among others, and could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements. We caution you not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable law or regulation, we undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this filing or to reflect the occurrence of unanticipated events.

Overview

GeneralOur Company

We are a self-administered and self-managed Maryland corporationreal estate investment trust (“REIT”), that acquires, owns, operates, improves and operatesmanages multifamily apartment communities across non-gateway U.S. markets.  As of June 30, 2020, we owned and operated 58 multifamily apartment properties across non-gateway U.S. markets, including Louisville, Memphis, Atlantathat contain 15,805 units. Our properties are located in Georgia, North Carolina, Tennessee, Kentucky, Ohio, Oklahoma, Indiana, Texas, Florida, South Carolina, Missouri, Louisiana, and Raleigh.Alabama. We do not have any foreign operations and our business is not seasonal. Our investment strategyexecutive offices are located at 1835 Market Street, Suite 2601, Philadelphia, PA 19103 and our telephone number is focused on gaining scale within key amenity rich submarkets that offer good school districts, high-quality retail(267) 270-4800. We have offices in Philadelphia, Pennsylvania and major employment centers.  We aimChicago, Illinois.

Our Business Objective and Investment Strategies

Our primary business objective is to provide stockholders attractive risk-adjusted returnsmaximize stockholder value through diligent portfolio management, strong operational performance, and a consistent return of capital through distributions and capital appreciation.  We elected to be taxed as a REIT underOur investment strategy is focused on the Internal Revenue Code of 1986, as amended, or the Code, commencing with our taxable year ended December 31, 2011.following:

We seek to acquire and operate apartment properties that:

have stable occupancy;

gaining scale within key amenity rich submarkets of non-gateway cities that offer good school districts, high-quality retail and major employment centers and are unlikely to experience substantial new apartment construction in the foreseeable future;

 

are located in submarkets that we do not expect will experience substantial new apartment construction in the foreseeable future;

increasing cash flows at our existing apartment properties through prudent property management and strategic renovation projects; and

 


in appropriate circumstances, present opportunities for repositioning or updating through capital expenditures when we see opportunities for increased rents; and

present opportunities to apply tailored marketing and management strategies to attract and retain residents and enable rent increases.

22


 

acquiring additional properties that have strong and stable occupancies and support a rise in rental rates or that have the potential for repositioning through capital expenditures or tailored management strategies.

 

Property Portfolio 

As of SeptemberJune 30, 2017,2020, we owned 5058 multifamily apartment properties, totaling 13,72915,805 units.  Below is a summary of our property portfolio by market.  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in thousands, except per unit data)

 

As of September 30, 2017

 

 

For the Three Months Ended September 30, 2017

 

 

As of June 30, 2020

 

 

For the Three Months Ended June 30,

 

Market

 

Units

 

 

Gross Real

Estate

Assets

 

 

Period End

Occupancy

 

 

Average

Effective

Monthly Rent

per Unit

 

 

Net Operating

Income (a)

 

 

% of NOI

 

 

Number of Properties

 

 

Units

 

 

Gross Real

Estate

Assets

 

 

Period End

Occupancy

 

 

Average

Effective

Monthly Rent

per Unit

 

 

Net Operating

Income

 

 

% of NOI

 

Louisville. KY

 

 

1,709

 

 

$

179,557

 

 

 

94.7

%

 

$

941

 

 

$

2,945

 

 

 

12.4

%

Atlanta, GA

 

 

6

 

 

 

2,020

 

 

$

258,038

 

 

 

95.2

%

 

$

1,205

 

 

$

4,520

 

 

 

14.5

%

Raleigh - Durham, NC

 

 

6

 

 

 

1,690

 

 

 

244,526

 

 

 

94.6

%

 

 

1,190

 

 

 

4,029

 

 

 

13.0

%

Louisville, KY

 

 

6

 

 

 

1,710

 

 

 

199,944

 

 

 

89.1

%

 

 

1,022

 

 

 

2,949

 

 

 

9.5

%

Memphis, TN

 

 

1,383

 

 

 

137,777

 

 

 

95.0

%

 

 

1,029

 

 

 

2,549

 

 

 

10.8

%

 

 

4

 

 

 

1,383

 

 

 

147,716

 

 

 

92.6

%

 

 

1,163

 

 

 

2,953

 

 

 

9.5

%

Atlanta, GA

 

 

1,092

 

 

 

136,681

 

 

 

96.1

%

 

 

1,105

 

 

 

2,419

 

 

 

10.2

%

Raleigh, NC

 

 

1,372

 

 

 

182,511

 

 

 

95.3

%

 

 

1,101

 

 

 

2,907

 

 

 

12.3

%

Columbus, OH

 

 

6

 

 

 

1,547

 

 

 

154,876

 

 

 

92.9

%

 

 

1,043

 

 

 

2,382

 

 

 

7.7

%

Tampa-St. Petersburg, FL

 

 

4

 

 

 

1,104

 

 

 

177,769

 

 

 

91.8

%

 

 

1,269

 

 

 

2,152

 

 

 

6.9

%

Oklahoma City, OK

 

 

1,658

 

 

 

73,256

 

 

 

92.8

%

 

 

642

 

 

 

1,595

 

 

 

6.7

%

 

 

5

 

 

 

1,658

 

 

 

79,096

 

 

 

95.1

%

 

 

689

 

 

 

2,104

 

 

 

6.8

%

Dallas, TX

 

 

734

 

 

 

85,390

 

 

 

95.9

%

 

 

1,138

 

 

 

1,480

 

 

 

6.3

%

 

 

4

 

 

 

985

 

 

 

91,589

 

 

 

95.6

%

 

 

1,291

 

 

 

2,077

 

 

 

6.7

%

Indianapolis, IN

 

 

4

 

 

 

916

 

 

 

139,650

 

 

 

95.2

%

 

 

1,040

 

 

 

1,771

 

 

 

5.7

%

Myrtle Beach, SC - Wilmington, NC

 

 

3

 

 

 

628

 

 

 

64,272

 

 

 

93.5

%

 

 

1,034

 

 

 

1,228

 

 

 

3.9

%

Charleston, SC

 

 

690

 

 

 

94,948

 

 

 

95.8

%

 

 

1,220

 

 

 

1,217

 

 

 

5.1

%

 

 

2

 

 

 

518

 

 

 

80,093

 

 

 

92.9

%

 

 

1,325

 

 

 

1,160

 

 

 

3.7

%

Jackson, MS (b)

 

 

602

 

 

 

44,699

 

 

 

94.0

%

 

 

892

 

 

 

924

 

 

 

3.9

%

Little Rock, AR

 

 

462

 

 

 

54,298

 

 

 

94.8

%

 

 

992

 

 

 

849

 

 

 

3.6

%

Orlando, FL

 

 

297

 

 

 

47,517

 

 

 

94.9

%

 

 

1,380

 

 

 

760

 

 

 

3.2

%

 

 

1

 

 

 

297

 

 

 

48,926

 

 

 

96.0

%

 

 

1,485

 

 

 

781

 

 

 

2.5

%

Chicago, IL

 

 

370

 

 

 

29,385

 

 

 

93.8

%

 

 

1,007

 

 

 

675

 

 

 

2.9

%

Indianapolis, IN

 

 

645

 

 

 

60,600

 

 

 

95.0

%

 

 

928

 

 

 

710

 

 

 

3.0

%

Greenville, SC

 

 

346

 

 

 

48,176

 

 

 

93.9

%

 

 

1,092

 

 

 

687

 

 

 

2.9

%

Austin, TX

 

 

300

 

 

 

35,471

 

 

 

95.0

%

 

 

1,276

 

 

 

625

 

 

 

2.6

%

Charlotte, NC

 

 

208

 

 

 

41,749

 

 

 

93.8

%

 

 

1,461

 

 

 

628

 

 

 

2.7

%

 

 

1

 

 

 

208

 

 

 

42,229

 

 

 

92.8

%

 

 

1,537

 

 

 

660

 

 

 

2.1

%

Asheville, NC

 

 

252

 

 

 

28,291

 

 

 

94.8

%

 

 

1,054

 

 

 

576

 

 

 

2.4

%

 

 

1

 

 

 

252

 

 

 

28,803

 

 

 

97.2

%

 

 

1,144

 

 

 

589

 

 

 

1.9

%

Chattanooga, TN

 

 

295

 

 

 

25,951

 

 

 

95.9

%

 

 

961

 

 

 

486

 

 

 

2.1

%

 

 

2

 

 

 

295

 

 

 

27,533

 

 

 

97.0

%

 

 

998

 

 

 

487

 

 

 

1.6

%

Tampa-St. Petersburg, FL

 

 

216

 

 

 

29,735

 

 

 

92.6

%

 

 

1,212

 

 

 

489

 

 

 

2.1

%

St. Louis, MO

 

 

152

 

 

 

32,967

 

 

 

92.8

%

 

 

1,568

 

 

 

450

 

 

 

1.9

%

 

 

1

 

 

 

152

 

 

 

33,633

 

 

 

90.8

%

 

 

1,457

 

 

 

475

 

 

 

1.5

%

Columbus, OH

 

 

768

 

 

 

65,639

 

 

 

96.5

%

 

 

854

 

 

 

409

 

 

 

1.7

%

Huntsville, AL

 

 

178

 

 

 

16,070

 

 

 

98.3

%

 

 

849

 

 

 

277

 

 

 

1.2

%

 

 

1

 

 

 

178

 

 

 

16,515

 

 

 

96.1

%

 

 

1,051

 

 

 

398

 

 

 

1.3

%

Baton Rouge, LA

 

 

1

 

 

 

264

 

 

 

28,974

 

 

 

87.5

%

 

 

922

 

 

 

386

 

 

 

1.2

%

Total/Weighted Average

 

 

13,729

 

 

$

1,450,668

 

 

 

94.8

%

 

$

1,004

 

 

$

23,657

 

 

 

100.0

%

 

 

58

 

 

 

15,805

 

 

$

1,864,182

 

 

 

93.5

%

 

$

1,108

 

 

$

31,101

 

 

 

100.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

Net operating income for the three months ended September 30, 2017 excludes $11 primarily related to sold properties.

(b)

Includes $23,611 of properties classified as held-for-sale.

As of SeptemberJune 30, 2017,2020, our same-store portfolio consisted of 4254 multifamily apartment properties, totaling 11,676 14,748units.  See “Non-GAAP Financial Measures – Same Store Portfolio Net Operating Income” below for our definition of same store and definitions and reconciliations related to our net operating income and net operating income margin. 

Property OperationsCOVID-19 Pandemic

During the six months ended June 30, 2020, the outbreak of COVID-19 has disrupted businesses and has slowed economic activity. We have been impacted by the COVID-19 pandemic and, in response, have made operational and policy changes to: (1) comply with governmental mandates on a jurisdiction by jurisdiction basis; (2) protect our employees, residents, and prospective residents; and (3) minimize the financial impact to us. The extent to which COVID-19 impacts our business, operations and financial results will depend on numerous evolving factors, many of which are not within management’s control, and that we are unable to predict at this time, including but not limited to: (1) the duration and scope of the pandemic; (2) the pandemic’s impact on current and future economic activity; and (3) the actions of governments, businesses and individuals in response to the COVID-19 pandemic.

Some of the specific operational and policy changes we have made in response to the COVID-19 pandemic include: (1) delaying or canceling capital recycling activity in order to focus on current operations; (2) delaying or canceling capital spending, including pausing or otherwise delaying spending under our value-add program; and (3) working to support residents impacted by COVID-19 while maximizing occupancy and rent collections.

Despite the impact the COVID-19 pandemic has had on our business, we have been able to maintain occupancy and have experienced steady rent collections during the three months ended SeptemberJune 30, 2017,2020.  In addition, we saw strong operational results.  On a same-store basis, our total revenues were up 3.0% as compared to the third quarterhave supported residents impacted by COVID-19 by entering into 260 deferred payment plans under which residents deferred $0.4 million of 2016 driven by higher average effective monthly rents and higher average occupancy.  Revenue growth was especially strong in the Columbus, OH and Atlanta, GA markets driven by steady occupancy and higher average effective rent per unit in the third quarter of 2017 as compared to the third quarter of 2016.   

Same-store net operating income increased 4.0%payments during the third quarter of 2017 as compared to the same period in the prior year driven by the higher revenues and operating expenses that increased just 1.5% as we continued to focus on expense management.  For the nine months ended September 30, 2017, our same-store total revenues were 4.0% higher and our same-store net operating income was 4.9% higher than for the nine months ended September 30, 2016.

Other Matters

On June 20, 2017, we completed our use of shared services previously provided by RAIT and fully completed our previously disclosed management internalization. The shared services previously provided included certain transitional services such as information technology, human resources, insurance, investor relations, legal, tax and accounting.

23


On July 31, 2017, we transferred the listing of our common stock to the New York Stock Exchange (“NYSE”) from the NYSE MKT. Our common stock continues to trade under the ticker symbol “IRT”. 

On September 3, 2017, IRT reached an agreement to acquire a portfolio of nine communities (the “HPI Portfolio”), totaling 2,353 units, for a gross purchase price of $228.1 million. The acquisition accelerates IRT’s penetration into a number of core existing markets, including Columbus, OH, Indianapolis, IN and Atlanta, GA, while providing entry into two new markets. The portfolio contains nine communities that were built or renovated between 2000 and 2011, had period end occupancy of 95% as of July 31, 2017, and had an average effective rent per unit of $884 for the three months ended July 31, 2017. On September 26, 2017, IRT closed onJune 30, 2020.  


Capital Recycling

Our capital recycling program consists of disposing of assets in markets where we lack scale and/or markets where management believes that growth is slowing.

In February 2020, we purchased a 251-unit located in McKinney, TX for $51.2 million. This acquisition was a part of our previously announced 2019 capital recycling program.

In April 2020, we allowed a previously announced non-binding letter of intent related to the acquisition of four of these multifamily apartmentthree Class A communities aggregating 917 units, representingin Atlanta, GA to expire, without realizing any financial penalty. This decision provides us with greater financial flexibility given the consummationuncertainties surrounding the COVID-19 pandemic.  

Forward Sale Agreements

On February 20, 2020, we entered into an underwriting agreement with KeyBanc Capital Markets Inc. and BMO Capital Markets Corp., as representatives of the first phaseseveral underwriters name therein (collectively, the “Underwriters”), BMO Capital Markets Corp. (the “Forward Seller”), and Bank of the portfolio acquisition. The acquisition of the remaining five communities are expected to close in succession during the fourth quarter of 2017, after and subjectMontreal (the “Forward Counterparty”) relating to the satisfaction of customary closing conditions, as well as the debt assumption process on three of the five. On October 25, 2017, we acquired one of the remaining five communities, a 264 unit community located in Baton Rouge, LA, known as Live Oak Trace for $28,501.

On September 11, 2017, IRT announced the closing of its public offering of 12,500,000 sharesan aggregate of its common stock at a public offering price of $9.25 per share. IRT also closed on the underwriters’ option to purchase an additional 1,875,00010.4 million shares of common stock at a price to the public offering price. As a resultUnderwriters of $14.688 per share. We completed the offering and the exercise of the underwriters’ option, IRT received approximately $126.1 million in net proceeds, after deducting the underwriting discount and estimated offering expenses. IRT is using the neton February 24, 2020. We did not initially receive any proceeds from the sale of common stock by the Forward Seller.  

  In connection with the offering, we also entered into two forward sale agreements (collectively, the “Forward Sale Agreements”) with the Forward Seller and the Forward Counterparty. In connection with the Forward Sale Agreements, the Forward Seller or its affiliate borrowed from third parties and sold to paythe Underwriters an aggregate of 10.4 million shares of common stock that was sold in the offering. On March 31, 2020, we settled $50 million under the Forward Sale Agreements by issuing 3.4 million shares. As of June 30, 2020, 6.9 million shares remain to be settled under the Forward Sale Agreements, which if physically settled would provide additional proceeds to us of $99.8 million based on the forward price as of July 26, 2020. The offering and Forward Sale Agreements provide us with further financial resources and flexibility considering the ongoing COVID-19 pandemic. We expect to physically settle the Forward Sale Agreements and receive proceeds from the sale of those shares upon one or more such physical settlements within approximately twelve months from the date of the prospectus, earlier than February 24, 2021, the scheduled maturity date of the Forward Sale Agreements. Although we expect to settle the Forward Sale Agreements entirely by the physical delivery of shares of common stock for cash proceeds, we may also elect to cash or net share settle all or a portion of our obligations under the purchaseForward Sale Agreements, in which case, we may receive or owe cash or shares of common stock from or to the Forward Seller. The Forward Sale Agreements provide for an initial forward sale price of $14.688 per share, subject to certain adjustments pursuant to the terms of each of the Forward Sale Agreements. The Forward Sale Agreements are subject to early termination or settlement under certain circumstances.

Value Add

Value add initiatives, comprised of renovations and upgrades at selected communities to drive increased rental rates, remain a core component of our longer-term growth strategy. We have identified 7,136 units across 23 properties for renovations and upgrades as part of this initiative. As of June 30, 2020, we had completed renovations and upgrades at 3,252 of the HPI portfolio. Any remaining proceeds will be used for general corporate purposes.7,136 units. Given the COVID-19 pandemic, we are actively monitoring the markets where these value add renovations are occurring and have paused or otherwise delayed the volume of renovations where warranted.

 


Results of Operations

Three Months Ended SeptemberJune 30, 20172020 compared to the Three Months Ended SeptemberJune 30, 20162019

 

 

 

SAME STORE PROPERTIES

 

 

NON SAME STORE PROPERTIES

 

 

CONSOLIDATED

 

(Dollars in thousands)

 

Three Months Ended September 30,

 

 

Three Months Ended September 30,

 

 

Three Months Ended September 30,

 

 

 

2017

 

 

2016

 

 

Increase (Decrease)

 

 

% Change

 

 

2017

 

 

2016

 

 

Increase (Decrease)

 

 

% Change

 

 

2017

 

 

2016

 

 

Increase (Decrease)

 

 

% Change

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental income

 

$

32,483

 

 

$

31,698

 

 

$

785

 

 

 

2.5

%

 

$

3,048

 

 

$

2,635

 

 

$

413

 

 

 

15.7

%

 

$

35,531

 

 

$

34,333

 

 

$

1,198

 

 

 

3.5

%

Reimbursement and other income

 

 

3,913

 

 

 

3,645

 

 

 

268

 

 

 

7.4

%

 

 

420

 

 

 

386

 

 

 

34

 

 

 

8.8

%

 

 

4,333

 

 

 

4,031

 

 

 

302

 

 

 

7.5

%

Total revenue

 

 

36,396

 

 

 

35,343

 

 

 

1,053

 

 

 

3.0

%

 

 

3,468

 

 

 

3,021

 

 

 

447

 

 

 

14.8

%

 

 

39,864

 

 

 

38,364

 

 

 

1,500

 

 

 

3.9

%

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate operating expenses

 

 

14,744

 

 

 

14,520

 

 

 

224

 

 

 

1.5

%

 

 

1,452

 

 

 

1,587

 

 

 

(135

)

 

 

-8.5

%

 

 

16,196

 

 

 

16,107

 

 

 

89

 

 

 

0.6

%

Net Operating Income

 

$

21,652

 

 

$

20,823

 

 

$

829

 

 

 

4.0

%

 

$

2,016

 

 

$

1,434

 

 

$

582

 

 

 

40.6

%

 

$

23,668

 

 

$

22,257

 

 

$

1,411

 

 

 

6.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property management and other income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

202

 

 

 

-

 

 

 

202

 

 

NM

 

Total other income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

202

 

 

 

-

 

 

 

202

 

 

NM

 

Corporate and other expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property management expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,328

 

 

 

1,219

 

 

 

109

 

 

 

8.9

%

General and administrative expenses

 

 

 

2,322

 

 

 

2,665

 

 

 

(343

)

 

 

-12.9

%

Acquisition and integration expenses

 

 

 

569

 

 

 

19

 

 

 

550

 

 

NM

 

Depreciation and amortization expense

 

 

 

8,671

 

 

 

7,765

 

 

 

906

 

 

 

11.7

%

Total corporate and other expenses

 

 

 

12,890

 

 

 

11,668

 

 

 

1,222

 

 

 

10.5

%

Operating Income (loss)

 

 

 

10,980

 

 

 

10,589

 

 

 

391

 

 

 

3.7

%

Interest expense

 

 

 

(6,963

)

 

 

(8,820

)

 

 

1,857

 

 

 

21.1

%

Hedge ineffectiveness

 

 

 

12

 

 

 

-

 

 

 

12

 

 

N/M

 

Other income (expense)

 

 

 

-

 

 

 

(2

)

 

 

2

 

 

N/M

 

Net gains (losses) on sale of assets

 

 

 

(92

)

 

 

(1

)

 

 

(91

)

 

NM

 

Gains (losses) on extinguishment of debt

 

 

 

-

 

 

 

-

 

 

 

-

 

 

N/M

 

Acquisition related debt extinguishment expenses

 

 

 

(2,781

)

 

 

-

 

 

 

(2,781

)

 

N/M

 

Gains (losses) on TSRE merger and property acquisitions

 

 

 

-

 

 

 

641

 

 

 

(641

)

 

 

-100.0

%

Net income (loss)

 

 

 

1,156

 

 

 

2,407

 

 

 

(1,251

)

 

 

-51.97

%

(Income) loss allocated to noncontrolling interests

 

 

 

(59

)

 

 

(140

)

 

 

81

 

 

 

57.9

%

Net income (loss) available to common shares

 

 

$

1,097

 

 

$

2,267

 

 

$

(1,170

)

 

 

-51.61

%

 

 

SAME STORE PROPERTIES

 

 

NON SAME STORE PROPERTIES

 

 

CONSOLIDATED

 

(Dollars in thousands)

 

Three Months Ended June 30,

 

 

Three Months Ended June 30,

 

 

Three Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

Increase (Decrease)

 

 

% Change

 

 

2020

 

 

2019

 

 

Increase (Decrease)

 

 

% Change

 

 

2020

 

 

2019

 

 

Increase (Decrease)

 

 

% Change

 

Property Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of properties

 

54

 

 

54

 

 

 

 

 

 

 

 

 

 

4

 

 

4

 

 

 

-

 

 

 

0.0

%

 

58

 

 

58

 

 

 

-

 

 

 

0.0

%

Number of units

 

 

14,748

 

 

 

14,748

 

 

 

 

 

 

 

 

 

 

 

1,057

 

 

 

986

 

 

 

71

 

 

 

7.2

%

 

 

15,805

 

 

 

15,734

 

 

 

71

 

 

 

0.5

%

Average occupancy

 

 

93.0

%

 

 

94.2

%

 

 

-1.2

%

 

n/a

 

 

 

92.3

%

 

 

96.3

%

 

 

-4.0

%

 

n/a

 

 

 

92.9

%

 

 

94.4

%

 

 

-1.4

%

 

n/a

 

Average effective monthly rent, per unit

 

 

1,098

 

 

 

1,056

 

 

 

42

 

 

 

4.0

%

 

 

1,252

 

 

 

1,083

 

 

 

169

 

 

 

15.6

%

 

 

1,108

 

 

 

1,058

 

 

 

50

 

 

 

4.8

%

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental and other property revenue

 

$

48,176

 

 

$

47,389

 

 

$

787

 

 

 

1.7

%

 

$

3,911

 

 

$

3,459

 

 

$

452

 

 

 

13.1

%

 

$

52,087

 

 

$

50,848

 

 

$

1,239

 

 

 

2.4

%

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property operating expenses

 

 

19,213

 

 

 

18,774

 

 

 

439

 

 

 

2.3

%

 

 

1,761

 

 

 

1,298

 

 

 

463

 

 

 

35.7

%

 

 

20,974

 

 

 

20,072

 

 

 

902

 

 

 

4.5

%

Net Operating Income

 

$

28,963

 

 

$

28,615

 

 

$

348

 

 

 

1.2

%

 

$

2,150

 

 

$

2,161

 

 

$

(11

)

 

 

-0.5

%

 

$

31,113

 

 

$

30,776

 

 

$

337

 

 

 

1.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other revenue

 

 

$

181

 

 

$

108

 

 

$

73

 

 

 

67.6

%

Corporate and other expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property management expenses

 

 

 

2,077

 

 

 

2,062

 

 

 

15

 

 

 

0.7

%

General and administrative expenses

 

 

 

3,574

 

 

 

3,538

 

 

 

36

 

 

 

1.0

%

Depreciation and amortization expense

 

 

 

15,231

 

 

 

12,721

 

 

 

2,510

 

 

 

19.7

%

Casualty losses

 

 

 

411

 

 

 

-

 

 

 

411

 

 

nm

 

Total corporate and other expenses

 

 

 

21,293

 

 

 

18,321

 

 

 

2,972

 

 

 

16.2

%

Interest expense

 

 

 

(9,202

)

 

 

(9,849

)

 

 

647

 

 

 

6.6

%

Gains on sale of assets

 

 

 

-

 

 

 

12,142

 

 

 

(12,142

)

 

 

-100.0

%

Net income

 

 

 

799

 

 

 

14,856

 

 

 

(14,057

)

 

 

-94.6

%

Income allocated to noncontrolling interests

 

 

 

(10

)

 

 

(147

)

 

 

137

 

 

 

93.2

%

Net income available to common shares

 

 

$

789

 

 

$

14,709

 

 

$

(13,920

)

 

 

-94.6

%

Revenue

Rental incomeand other property revenue. RentalRevenue from rental and other property revenue of the consolidated portfolio increased $1.2$1.3 million to $35.5$52.1 million for the three months ended SeptemberJune 30, 20172020 from $34.3$50.8 million for the three months ended SeptemberJune 30, 2016.2019. The increase was primarily attributable to a $0.8 million increase in same store rental incomeand other property revenue driven by highera 4.0% increase in average effective monthly rents and higher occupancy thancompared to the prior year period, andwhich was partially offset by a $0.4$0.5 million increase in non same store rental income.bad debt compared to the prior year. The non same store increase in bad debt during the three months ended June 30, 2020 was driven by a $0.7 million provision for bad debt that was recorded to reflect management’s estimate of lease receivables that were not probable of collection due to the number of properties includedCOVID-19 pandemic’s economic impact on our residents. In addition, there was a $0.5 million increase in each period being different as a result of the timing of property sales and acquisitions.

24


Reimbursementnon-same store rental and other incomeproperty revenue primarily driven by our recent property acquisitions having a higher average effective rent per unit and therefore, generating more revenue than recent property dispositions.

Expenses

Property operating expenses. Reimbursement and other incomeProperty operating expenses increased $0.3$0.9 million to $4.3$21.0 million for the three months ended SeptemberJune 30, 20172020 from $4.0$20.1 million for the three months ended SeptemberJune 30, 2016.2019. The increase was primarily due to a $0.3$0.4 million increase in same store reimbursementproperty operating expenses and other income attributablea $0.5 million increase in the non same store property operating expenses, primarily related to our continued focus on driving non-rental revenue and fee income.an increase in real estate taxes during the three months ended June 30, 2020.

Property management income. expenses. Property management income was $0.2expenses remained consistent at $2.1 million for the three months ended SeptemberJune 30, 2017 compared2020 and 2019.

General and administrative expenses. General and administrative expenses increased $0.1 million to $0.0$3.6 million for the three months ended SeptemberJune 30, 2016.  This was due to third party property management income that we received for managing properties on behalf of third parties during the current period.  This service did not exist prior to our management internalization in December 2016.  

Expenses

Real estate operating expenses. Property operating expenses increased $0.1 million to $16.22020 from $3.5 million for the three months ended SeptemberJune 30, 2017 from $16.12019.

Depreciation and amortization expense. Depreciation and amortization expense increased $2.5 million to $15.2 million for the three months ended SeptemberJune 30, 2016.

Property management expenses. Property management expenses increased $0.1 million to $1.32020 from $12.7 million for the three months ended SeptemberJune 30, 2017 from $1.2 million for the three months ended September 30, 2016. This increase coincides with the above-mentioned increase in property management income driven by our management internalization.  After our management internalization, property management expenses include costs incurred to directly support on-site management. Prior to this, property management expenses included property and construction management fees paid to our former property manager.

General and administrative expenses. General and administrative expenses decreased $0.4 million to $2.3 million for the three months ended September 30, 2017 from $2.7 million for the three months ended September 30, 2016. The decrease was due to cost savings from our management internalization.

Acquisition and integration expenses. Acquisition and integration expenses were $0.6 million for the three months ended September 30, 2017 compared to $0.0 million for the three months ended September 30, 2016. This increase was due to our acquisition of the HPI Portfolio. Acquisition and integration expenses include costs to identify, underwrite, close, and integrate new acquisitions.

Depreciation and amortization expense. Depreciation and amortization expense increased $0.9 million to $8.7 million for the three months ended September 30, 2017 from $7.8 million for the three months ended September 30, 2016. The increase was primarily attributable to $0.4 million of in-place lease intangible amortization recognized during the three months ended September 30, 2017 related to 2017 property acquisitions and a $0.5 million increase in depreciation expense due to property acquisitions during 2017.

Interest expense. Interest expense decreased $1.8 million to $7.0 million for the three months ended September 30, 2017 from $8.8 million for the three months ended September 30, 2016. The decrease was due to debt reductions during 2016 when our term loan was fully repaid and our credit facility balance decreased by $121.5 million.  

Acquisition related debt extinguishment expenses. Acquisition related debt extinguishment expenses were $2.8 million for the three months ended September 30, 2017 due to defeasance related costs incurred in connection with the HPI portfolio acquisitions.

25


Nine Months Ended September 30, 2017 compared to the Nine Months Ended September 30, 2016

 

 

SAME STORE PROPERTIES

 

 

NON SAME STORE PROPERTIES

 

 

CONSOLIDATED

 

(Dollars in thousands)

 

Nine Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2017

 

 

2016

 

 

Increase (Decrease)

 

 

% Change

 

 

2017

 

 

2016

 

 

Increase (Decrease)

 

 

% Change

 

 

2017

 

 

2016

 

 

Increase (Decrease)

 

 

% Change

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental income

 

$

96,587

 

 

$

93,313

 

 

$

3,274

 

 

 

3.5

%

 

$

8,857

 

 

$

9,958

 

 

$

(1,101

)

 

 

-11.1

%

 

$

105,444

 

 

$

103,271

 

 

$

2,173

 

 

 

2.1

%

Reimbursement and other income

 

 

11,513

 

 

 

10,640

 

 

 

873

 

 

 

8.2

%

 

 

1,233

 

 

 

1,446

 

 

 

(213

)

 

 

-14.7

%

 

 

12,746

 

 

 

12,086

 

 

 

660

 

 

 

5.5

%

Total revenue

 

 

108,100

 

 

 

103,953

 

 

 

4,147

 

 

 

4.0

%

 

 

10,090

 

 

 

11,404

 

 

 

(1,314

)

 

 

-11.5

%

 

 

118,190

 

 

 

115,357

 

 

 

2,833

 

 

 

2.5

%

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate operating expenses

 

 

43,297

 

 

 

42,199

 

 

 

1,098

 

 

 

2.6

%

 

 

4,809

 

 

 

5,389

 

 

 

(580

)

 

 

-10.8

%

 

 

48,106

 

 

 

47,588

 

 

 

518

 

 

 

1.1

%

Net Operating Income

 

$

64,803

 

 

$

61,754

 

 

$

3,049

 

 

 

4.9

%

 

$

5,281

 

 

$

6,015

 

 

$

(734

)

 

 

-12.2

%

 

$

70,084

 

 

$

67,769

 

 

$

2,315

 

 

 

3.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property management and other income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

579

 

 

 

-

 

 

 

579

 

 

 

-

 

Total other income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

579

 

 

 

-

 

 

 

579

 

 

 

-

 

Corporate and other expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property management expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,310

 

 

 

3,710

 

 

 

600

 

 

 

16.2

%

General and administrative expenses

 

 

 

7,128

 

 

 

8,074

 

 

 

(946

)

 

 

-11.7

%

Acquisition and integration expenses

 

 

 

956

 

 

 

37

 

 

 

919

 

 

NM

 

Depreciation and amortization expense

 

 

 

24,289

 

 

 

26,927

 

 

 

(2,638

)

 

 

-9.8

%

Total corporate and other expenses

 

 

 

36,683

 

 

 

38,748

 

 

 

(2,065

)

 

 

-5.3

%

Operating Income (loss)

 

 

 

33,980

 

 

 

29,021

 

 

 

4,959

 

 

 

17.1

%

Interest expense

 

 

 

(21,573

)

 

 

(27,815

)

 

 

6,242

 

 

 

22.4

%

Hedge ineffectiveness

 

 

 

-

 

 

 

-

 

 

 

-

 

 

N/M

 

Other income (expense)

 

 

 

(5

)

 

 

(2

)

 

 

(3

)

 

 

150.0

%

Net gains (losses) on sale of assets

 

 

 

15,873

 

 

 

31,773

 

 

 

(15,900

)

 

 

-50.0

%

Gains (losses) on extinguishment of debt

 

 

 

(572

)

 

 

(558

)

 

 

(14

)

 

 

2.5

%

Acquisition related debt extinguishment expenses

 

 

 

(2,781

)

 

 

-

 

 

 

(2,781

)

 

N/M

 

Gains (losses) on TSRE merger and property acquisitions

 

 

 

-

 

 

 

732

 

 

 

(732

)

 

N/M

 

Net income (loss)

 

 

 

24,922

 

 

 

33,151

 

 

 

(8,229

)

 

 

-24.82

%

(Income) loss allocated to noncontrolling interests

 

 

 

(1,009

)

 

 

(1,972

)

 

 

963

 

 

 

48.8

%

Net income (loss) available to common shares

 

 

$

23,913

 

 

$

31,179

 

 

$

(7,266

)

 

 

-23.30

%

Revenue

Rental income. Rental revenue increased $2.2 million to $105.4 million for the nine months ended September 30, 2017 from $103.3 million for the nine months ended September 30, 2016.2019. The increase was primarily attributable to a $3.3$1.5 million increase in depreciation expense at our value add properties for the three months ended June 30, 2020 compared to the three months ended June 30, 2019 and $0.8 million in depreciation expense for properties acquired since June 30, 2019.


Interest expense. Interest expense decreased $0.6 million to $9.2 million for the three months ended June 30, 2020 from $9.8 million for the three months ended June 30, 2019. The decrease was primarily due to lower interest rates during the three months ended June 30, 2020 compared to the three months ended June 30, 2019.

Six Months Ended June 30, 2020 compared to the Six Months Ended June 30, 2019

 

 

SAME STORE PROPERTIES

 

 

NON SAME STORE PROPERTIES

 

 

CONSOLIDATED

 

(Dollars in thousands)

 

For the Six Months Ended June 30,

 

 

For the Six Months Ended June 30,

 

 

For the Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

Increase (Decrease)

 

 

% Change

 

 

2020

 

 

2019

 

 

Increase (Decrease)

 

 

% Change

 

 

2020

 

 

2019

 

 

Increase (Decrease)

 

 

% Change

 

Property Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of properties

 

49

 

 

49

 

 

 

 

 

 

 

 

 

 

9

 

 

 

9

 

 

 

-

 

 

 

0.0

%

 

58

 

 

 

58

 

 

 

-

 

 

 

0.0

%

Number of units

 

 

14,748

 

 

 

14,748

 

 

 

 

 

 

 

 

 

 

 

1,057

 

 

 

986

 

 

 

71

 

 

 

7.2

%

 

 

15,805

 

 

 

15,734

 

 

 

71

 

 

 

0.5

%

Average occupancy

 

 

92.8

%

 

 

93.5

%

 

 

-0.7

%

 

n/a

 

 

 

91.5

%

 

 

95.4

%

 

 

-3.9

%

 

n/a

 

 

 

92.7

%

 

 

93.7

%

 

 

-0.9

%

 

n/a

 

Average effective monthly rent, per unit

 

 

1,093

 

 

 

1,047

 

 

 

46

 

 

 

4.4

%

 

 

1,255

 

 

 

1,083

 

 

 

172

 

 

 

15.9

%

 

 

1,104

 

 

 

1,050

 

 

 

54

 

 

 

5.2

%

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental and other property revenue

 

$

96,069

 

 

$

93,136

 

 

$

2,933

 

 

 

3.1

%

 

$

7,174

 

 

$

7,177

 

 

$

(3

)

 

 

0.0

%

 

$

103,243

 

 

$

100,313

 

 

$

2,930

 

 

 

2.9

%

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property operating expenses

 

 

37,651

 

 

 

36,982

 

 

 

669

 

 

 

1.8

%

 

 

3,060

 

 

 

2,976

 

 

 

84

 

 

 

2.8

%

 

 

40,711

 

 

 

39,958

 

 

 

753

 

 

 

1.9

%

Net Operating Income

 

$

58,418

 

 

$

56,154

 

 

$

2,264

 

 

 

4.0

%

 

$

4,114

 

 

$

4,201

 

 

$

(87

)

 

 

-2.1

%

 

$

62,532

 

 

$

60,355

 

 

$

2,177

 

 

 

3.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other revenue

 

 

$

375

 

 

$

183

 

 

$

192

 

 

 

104.9

%

Corporate and other expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property management expenses

 

 

 

4,233

 

 

 

3,875

 

 

 

358

 

 

 

9.2

%

General and administrative expenses

 

 

 

8,950

 

 

 

6,645

 

 

 

2,305

 

 

 

34.7

%

Depreciation and amortization expense

 

 

 

30,059

 

 

 

25,168

 

 

 

4,891

 

 

 

19.4

%

Abandoned deal costs

 

 

 

130

 

 

 

-

 

 

 

130

 

 

nm

 

Casualty losses

 

 

 

411

 

 

 

-

 

 

 

411

 

 

nm

 

Total corporate and other expenses

 

 

 

43,783

 

 

 

35,688

 

 

 

8,095

 

 

 

22.7

%

Interest expense

 

 

 

(18,699

)

 

 

(19,570

)

 

 

871

 

 

 

4.5

%

Gains on sale of assets

 

 

 

-

 

 

 

12,142

 

 

 

(12,142

)

 

 

-100.0

%

Net income

 

 

 

425

 

 

 

17,422

 

 

 

(16,997

)

 

 

-97.6

%

Income allocated to noncontrolling interests

 

 

 

(8

)

 

 

(173

)

 

 

165

 

 

 

95.4

%

Net income available to common shares

 

 

$

417

 

 

$

17,249

 

 

$

(16,832

)

 

 

-97.6

%

Revenue

Rental and other property revenue. Revenue from rental and other property revenue of the consolidated portfolio increased $2.9 million to $103.2 million for the six months ended June 30, 2020 from $100.3 million for the six months ended June 30, 2019. The increase was primarily attributable to a $2.9 million increase in same store rental incomeand other property revenue driven by highera 4.5% increase in average effective monthly rents and higher occupancy thancompared to the year-agoprior year period. This increase was partially offset by $1.1$0.5 million of lower non same store rental incomeincrease in bad debt compared to the prior year primarily due to a provision for bad debt recorded in the number of properties included in each period being different as a result of the timing of property sales and acquisitions.six months ended June 30, 2020.

Reimbursement and other incomeExpenses

Property operating expenses. Reimbursement and other incomeProperty operating expenses increased $0.6$0.7 million to $12.7$40.7 million for the ninesix months ended SeptemberJune 30, 20172020 from $12.1$40.0 million for the ninesix months ended SeptemberJune 30, 2016.2019. The increase was primarily due to a $0.9$0.6 million increase in the same store reimbursement and other income attributable to our continued focus on driving non-rental revenue and fee income and a $0.3 million increase in reimbursement and other income due to the seven properties acquired during 2017. These increases were partially offset by a $0.6 million decrease in reimbursement and other income due to six properties sold in 2017 and 2016.

Property management income. Property management income was $0.6 million for the nine months ended September 30, 2017 compared to $0.0 million for the nine months ended September 30, 2016. This was due to third party property management income that we received for managing properties on behalf of third parties during the current period.  This service did not exist prior to our management internalization in December 2016.

Expenses

Real estate operating expenses. Property operating expenses, increased $0.5 millionprimarily related to $48.1 million for the nine months ended September 30, 2017 from $47.6 million for the nine months ended September 30, 2016. The increase was due to higher personnel and real estate tax expenses, which drove a $1.1 millionan increase in real estate operating expenses at our same store propertiestaxes, utilities, contract services, and personnel costs during the six months ended June 30, 2020. This was partially offset by lower non-same store real estate operating expenses due to sold properties.repairs and maintenance costs during the six months ended June 30, 2020.

26


 

Property management expenses: expenses. Property management expensesincreased $0.6$0.3 million to $4.3$4.2 million for the ninesix months ended SeptemberJune 30, 20172020 from $3.7$3.9 million for the ninesix months ended SeptemberJune 30, 2016. This increase coincides with the above-mentioned increase in property management income driven by our management internalization.  After our management internalization, property management expenses include costs incurred to directly support on-site management. Prior to this, property management expenses included property and construction management fees paid to our former property manager.

General and administrative expenses. General and administrative expenses decreased $1.0 million to $7.1 million for the nine months ended September 30, 2017 from $8.1 million for the nine months ended September 30, 2016. The decrease was due to cost savings from our management internalization.

Acquisition and integration expenses. Acquisition and integration expenses were $1.0 million for the nine months ended September 30, 2017 compared to $0.0 million for the nine months ended September 30, 2016.2019. This increase was primarily due to an increase in

personnel costs as the size of our acquisition ofproperty management team has grown to support our management platform.

General and administrative expenses. General and administrative expenses increased $2.4 million to $9.0 million for the HPI Portfolio. Acquisitionsix months ended June 30, 2020 from $6.6 million for the six months ended June 30, 2019. This increase was primarily due to $1.7 million in stock based compensation recognized during the six months ended June 30, 2020 related to performance share units and integration expenses include costsrestricted stock units granted to identify, underwrite, close, and integrate new acquisitions.employees who are retirement eligible.


Depreciation and amortization expense. Depreciation and amortization expense decreased $2.6increased $4.9 million to $24.3$30.1 million for the ninesix months ended SeptemberJune 30, 20172020 from $26.9$25.2 million for the ninesix months ended SeptemberJune 30, 2016.2019. The increase was primarily attributable to a $3.1 million increase in depreciation expense at our value add properties for the six months ended June 30, 2020 compared to the six months ended June 30, 2019 and $1.4 million in depreciation expense for properties acquired since June 30, 2019.

Interest expense. Interest expense decreased $0.9 million to $18.7 million for the six months ended June 30, 2020 from $19.6 million for the six months ended June 30, 2019. The decrease was primarily due to a $3.7 million decrease in amortization of in-place leases related to 2015 property acquisitions as they were fully amortizedlower interest rates during 2016. This was partially offset by a $0.7 million increase in amortization of in-place leases for acquisitions in 2017.

Interest expense. Interest expense decreased $6.2 million to $21.6 million for the ninesix months ended SeptemberJune 30, 2017 from $27.8 million for2020 compared to the ninesix months ended SeptemberJune 30, 2016. The decrease was due to debt reductions during 2016 when our term loan was fully repaid and our credit facility balance decreased by $121.5 million.

Net gains (losses) on sale of assets. Net gains on sale of assets decreased $15.9 million to $15.9 million for the nine months ended September 30, 2017 from $31.8 million for the nine months ended September 30, 2016.  The 2017 net gains were driven primarily by a $15.6 million gain on the sale of Copper Mill, a 320-unit apartment property in Austin, TX.  The 2016 net gains were driven primarily by gains of $15.1 million and $14.2 million realized upon the sales of Tresa at Arrowhead and Belle Creek.

Gains (losses) on extinguishment of debt. Loss on extinguishment of debt was $0.6 million from the partial extinguishment of our prior secured credit facility.  

Acquisition related debt extinguishment expenses. Acquisition related debt extinguishment expenses were $2.8 million for the nine months ended September 30, 2017 due to defeasance related costs incurred in connection with the HPI portfolio acquisitions.2019.

 


Non-GAAP Financial Measures

 

Funds from Operations (FFO) and Core Funds from Operations (CFFO)

We believe that FFO and CFFO, each of which is a non-GAAP financial measure, are additional appropriate measures of the operating performance of a REIT and IRT in particular.

We compute FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts, or NAREIT, as net income or loss (computed in accordance with GAAP), excluding real estate-related depreciation and amortization expense, gains or losses on sales of real estate and the cumulative effect of changes in accounting principles.

CFFO is a computation made by analysts and investors to measure a real estate company’s operating performance by removing the effect of items that do not reflect ongoing property operations, including stock compensation expense, depreciation and amortization of other items not included in FFO, amortization of deferred financing costs, acquisition and integration expenses, and other non-cash or non-operating gains or losses related to items such as hedge ineffectiveness, defeasance costs we incur when we sell a property subject to secured debt, asset sales, debt extinguishments, acquisition related debt extinguishment expenses, gains on the TSRE merger,casualty losses and management internalization expenses, from the determination of FFO. IRT incurs acquisition expenses in connection with acquisitions of real estate properties and expenses those costs when incurred in accordance with U.S. GAAP. As these expenses are one-time and reflective of investing activities rather than operating performance, IRT adds back these costs to FFO in determining CFFO.  abandoned deal costs.

Our calculation of CFFO differs from the methodology used for calculating CFFO by certain other REITs and, accordingly, our CFFO may not be comparable to CFFO reported by other REITs. Our management utilizes FFO and CFFO as measures of our operating performance, and believebelieves they are also useful to investors, because they facilitate an understanding of IRT’sour operating performance after adjustment for certain non-cash or non-recurringnon-operating items that are required by GAAP to be expensed but may not necessarily be indicative of current operating performance and that may not accurately compare our operating performance between periods. Furthermore, although FFO, CFFO and other supplemental performance measures are defined in various ways throughout the REIT industry, we believe that FFO and CFFO may provide us and our investors with an additional useful measuremeasures to compare our financial performance to certain other REITs.

27


Neither FFO nor CFFO is equivalent to net income or cash generated from operating activities determined in accordance with GAAP. Furthermore, FFO and CFFO do not represent amounts available for management’s discretionary use because of needed capital replacement or expansion, debt service obligations or other commitments or uncertainties. Neither FFO nor CFFO should be considered as an alternative to net income as an indicator of our operating performance or as an alternative to cash flow from operating activities as a measure of our liquidity.

Set forth below is a reconciliation of net income (loss) to FFO and CFFO for the three and ninesix months ended SeptemberJune 30, 20172020 and 20162019 (in thousands, except share and per share information):

  

 

For the Three Months Ended September 30, 2017

 

 

For the Three Months Ended September 30, 2016

 

 

For the Three Months Ended June 30, 2020

 

 

For the Three Months Ended June 30, 2019

 

 

Amount

 

 

Per Share (1)

 

 

Amount

 

 

Per Share (2)

 

 

Amount

 

 

Per Share (1)

 

 

Amount

 

 

Per Share (2)

 

Funds From Operations (FFO):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

1,156

 

 

$

0.02

 

 

$

2,407

 

 

$

0.05

 

 

$

799

 

 

$

0.01

 

 

$

14,856

 

 

$

0.16

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate depreciation and amortization

 

 

8,645

 

 

 

0.11

 

 

 

7,765

 

 

 

0.15

 

 

 

15,156

 

 

 

0.16

 

 

 

12,675

 

 

 

0.14

 

Net (gains) losses on sale of assets excluding defeasance costs

 

 

92

 

 

 

-

 

 

 

1

 

 

 

-

 

Funds From Operations (FFO)

 

$

9,893

 

 

$

0.13

 

 

$

10,173

 

 

$

0.20

 

Net (gains) losses on sale of assets excluding debt extinguishment costs

 

 

 

 

 

 

 

 

(14,171

)

 

 

(0.15

)

FFO

 

$

15,955

 

 

$

0.17

 

 

$

13,360

 

 

$

0.15

 

Core Funds From Operations (CFFO):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Funds From Operations (FFO)

 

$

9,893

 

 

$

0.13

 

 

$

10,173

 

 

$

0.20

 

FFO

 

$

15,955

 

 

$

0.17

 

 

$

13,360

 

 

$

0.15

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock compensation expense

 

 

422

 

 

 

0.01

 

 

 

247

 

 

 

0.01

 

 

 

1,233

 

 

 

0.02

 

 

 

1,086

 

 

 

0.02

 

Amortization of deferred financing costs

 

 

282

 

 

 

-

 

 

 

597

 

 

 

0.01

 

 

 

362

 

 

 

 

 

 

362

 

 

 

 

Acquisition and integration expenses

 

 

569

 

 

 

0.01

 

 

 

19

 

 

 

-

 

Other depreciation and amortization

 

 

26

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

75

 

 

 

 

 

 

46

 

 

 

 

Hedge ineffectiveness

 

 

(12

)

 

 

-

 

 

 

-

 

 

 

-

 

Casualty losses

 

 

411

 

 

 

 

 

 

 

 

 

 

Defeasance costs included in net gains (losses) on sale of assets

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

2,029

 

 

 

0.02

 

(Gains) losses on extinguishment of debt

 

 

-

 

 

 

-

 

 

 

(641

)

 

 

(0.01

)

Acquisition related debt extinguishment expenses

 

 

2,781

 

 

 

0.04

 

 

 

-

 

 

 

-

 

Core Funds From Operations (CFFO)

 

$

13,961

 

 

$

0.19

 

 

$

10,395

 

 

$

0.21

 

CFFO

 

$

18,036

 

 

$

0.19

 

 

$

16,883

 

 

$

0.19

 


 

 

For the Nine Months Ended September 30, 2017

 

 

For the Nine Months Ended September 30, 2016

 

 

For the Six Months Ended June 30, 2020

 

 

For the Six Months Ended June 30, 2019

 

 

Amount

 

 

Per Share (1)

 

 

Amount

 

 

Per Share (2)

 

 

Amount

 

 

Per Share (1)

 

 

Amount

 

 

Per Share (2)

 

Funds From Operations (FFO):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

24,922

 

 

$

0.34

 

 

$

33,151

 

 

$

0.66

 

 

$

425

 

 

$        0.00

 

 

$

17,422

 

 

$

0.19

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate depreciation and amortization

 

 

24,227

 

 

 

0.34

 

 

 

26,927

 

 

 

0.54

 

 

 

29,881

 

 

 

0.32

 

 

 

24,993

 

 

 

0.28

 

Net (gains) losses on sale of assets excluding defeasance costs

 

 

(18,621

)

 

 

(0.26

)

 

 

(33,169

)

 

 

(0.66

)

Funds From Operations (FFO)

 

$

30,528

 

 

$

0.42

 

 

$

26,909

 

 

$

0.54

 

Net (gains) losses on sale of assets excluding debt extinguishment costs

 

 

 

 

 

 

 

 

(14,171

)

 

 

(0.16

)

FFO

 

$

30,306

 

 

$

0.32

 

 

$

28,244

 

 

$

0.31

 

Core Funds From Operations (CFFO):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Funds From Operations (FFO)

 

$

30,528

 

 

$

0.42

 

 

$

26,909

 

 

$

0.54

 

FFO

 

$

30,306

 

 

$

0.32

 

 

$

28,244

 

 

$

0.31

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock compensation expense

 

 

1,548

 

 

 

0.02

 

 

 

832

 

 

 

0.02

 

 

 

3,860

 

 

 

0.05

 

 

 

1,708

 

 

 

0.02

 

Amortization of deferred financing costs

 

 

1,160

 

 

 

0.01

 

 

 

2,543

 

 

 

0.05

 

 

 

723

 

 

 

0.01

 

 

 

701

 

 

 

0.01

 

Acquisition and integration expenses

 

 

956

 

 

 

0.01

 

 

 

37

 

 

 

-

 

Other depreciation and amortization

 

 

62

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

178

 

 

 

 

 

 

175

 

 

 

 

Hedge ineffectiveness

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Abandoned deal costs

 

 

130

 

 

 

 

 

 

 

 

 

 

Casualty losses

 

 

411

 

 

 

 

 

 

 

 

 

 

Defeasance costs included in net gains (losses) on sale of assets

 

 

2,748

 

 

 

0.04

 

 

 

1,396

 

 

 

0.03

 

 

 

 

 

 

 

 

 

2,029

 

 

 

0.02

 

(Gains) losses on extinguishment of debt

 

 

572

 

 

 

0.01

 

 

 

558

 

 

 

0.01

 

Acquisition related debt extinguishment expenses

 

 

2,781

 

 

 

0.04

 

 

 

-

 

 

 

-

 

(Gains) losses on TSRE merger and property acquisitions

 

 

-

 

 

 

-

 

 

 

(732

)

 

 

(0.02

)

Core Funds From Operations (CFFO)

 

$

40,355

 

 

$

0.55

 

 

$

31,543

 

 

$

0.63

 

CFFO

 

$

35,608

 

 

$

0.38

 

 

$

32,857

 

 

$

0.36

 

28


 

 

(1)

Based on 75,009,85995,224,855 and 72,801,89993,462,270 weighted-average shares and units outstanding for the three and ninesix months ended SeptemberJune 30, 2017,2020, respectively.

 

(2)

Based on 50,229,63790,394,212 and 50,105,14790,133,830 weighted-average shares and units outstanding for the three and ninesix months ended SeptemberJune 30, 2016,2019, respectively.

Same Store Portfolio Net Operating Income

We believe that Net Operating Income (“NOI”), a non-GAAP financial measure, is a useful supplemental measure of ourits operating performance. We define NOI as total property revenues less total property operating expenses, excluding interest expenses, depreciation and amortization, asset management fees, property management fees, acquisition expenses, and general and administrative expenses. In connection with our management internalization, which was completed in the fourth quarter of 2016, we modified our calculation of NOI to exclude property management expenses. We retrospectively adjusted previously reported NOI to conform to this change. Other REITs may use different methodologies for calculating NOI, and accordingly, our NOI may not be comparable to other REITs. We believe that this measure provides an operating perspective not immediately apparent from GAAP operating income or net income.income insofar as the measure reflects only operating income and expense at the property level. We use NOI to evaluate our performance on a same store and non-same store basis because NOI measures the core operations of property performance by excluding corporate level expenses, financing expenses, and other items not related to property operating performance and captures trends in rental housing and property operating expenses. However, NOI should only be used as an alternative measure of our financial performance.

29


We review our same store properties or portfolio at the beginning of each calendar year.  Properties are added into the same store portfolio if they were owned at the beginning of the previous year.  Properties that are held-for-sale or have been sold or are classified as held for sale are excluded from the same store portfolio.


Set forth below is a reconciliation of same store net operating income to net income (loss) available to common shares for the three and ninesix months ended SeptemberJune 30, 20172020 and 20162019 (in thousands, except per unit data):

 

Three Months Ended June 30, (a)

 

Six Months Ended June 30, (a)

 

 

2020

 

 

2019

 

 

% change

 

2020

 

 

2019

 

 

% change

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental and other property revenue

$

48,176

 

 

$

47,389

 

 

 

1.7

%

 

 

$

96,069

 

 

$

93,136

 

 

 

3.1

%

Property Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate taxes

 

6,261

 

 

 

5,937

 

 

 

5.5

%

 

 

 

12,182

 

 

 

12,028

 

 

 

1.3

%

Property insurance

 

1,097

 

 

 

963

 

 

 

13.9

%

 

 

 

2,014

 

 

 

1,916

 

 

 

5.1

%

Personnel expenses

 

4,658

 

 

 

4,512

 

 

 

3.2

%

 

 

 

9,043

 

 

 

8,820

 

 

 

2.5

%

Utilities

 

2,555

 

 

 

2,451

 

 

 

4.2

%

 

 

 

5,321

 

 

 

5,028

 

 

 

5.8

%

Repairs and maintenance

 

1,697

 

 

 

1,955

 

 

 

-13.2

%

 

 

 

3,197

 

 

 

3,454

 

 

 

-7.4

%

Contract services

 

1,969

 

 

 

1,782

 

 

 

10.5

%

 

 

 

3,720

 

 

 

3,434

 

 

 

8.3

%

Advertising expenses

 

485

 

 

 

522

 

 

 

-7.1

%

 

 

 

1,020

 

 

 

986

 

 

 

3.4

%

Other expenses

 

491

 

 

 

652

 

 

 

-24.7

%

 

 

 

1,154

 

 

 

1,316

 

 

 

-12.3

%

Total property operating expenses

 

19,213

 

 

 

18,774

 

 

 

2.3

%

 

 

 

37,651

 

 

 

36,982

 

 

 

1.8

%

Net operating income

$

28,963

 

 

$

28,615

 

 

 

1.2

%

 

 

$

58,418

 

 

$

56,154

 

 

 

4.0

%

NOI Margin

 

60.1

%

 

 

60.4

%

 

 

-0.3

%

 

 

 

60.8

%

 

 

60.3

%

 

 

0.5

%

Average Occupancy

 

93.0

%

 

 

94.2

%

 

 

-1.2

%

 

 

 

92.8

%

 

 

93.5

%

 

 

-0.7

%

Average effective monthly rent, per unit

$

1,098

 

 

$

1,056

 

 

 

4.0

%

 

 

$

1,093

 

 

$

1,047

 

 

 

4.4

%

Reconciliation of Same-Store Net Operating Income to Net Income (Loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Same-store portfolio net operating income (a)

$

28,963

 

 

$

28,615

 

 

 

 

 

 

 

$

58,418

 

 

$

56,154

 

 

 

 

 

Non same-store net operating income

 

2,150

 

 

 

2,161

 

 

 

 

 

 

 

 

4,114

 

 

 

4,201

 

 

 

 

 

Other revenue

 

181

 

 

 

108

 

 

 

 

 

 

 

 

375

 

 

 

183

 

 

 

 

 

Property management expenses

 

(2,077

)

 

 

(2,062

)

 

 

 

 

 

 

 

(4,233

)

 

 

(3,875

)

 

 

 

 

General and administrative expenses

 

(3,574

)

 

 

(3,538

)

 

 

 

 

 

 

 

(8,950

)

 

 

(6,645

)

 

 

 

 

Depreciation and amortization

 

(15,231

)

 

 

(12,721

)

 

 

 

 

 

 

 

(30,059

)

 

 

(25,168

)

 

 

 

 

Abandoned deal costs

 

 

 

 

 

 

 

 

 

 

 

 

(130

)

 

 

 

 

 

 

 

Casualty losses

 

(411

)

 

 

 

 

 

 

 

 

 

 

(411

)

 

 

 

 

 

 

 

Interest expense

 

(9,202

)

 

 

(9,849

)

 

 

 

 

 

 

 

(18,699

)

 

 

(19,570

)

 

 

 

 

Net gains (losses) on sale of assets

 

 

 

 

12,142

 

 

 

 

 

 

 

 

 

 

 

12,142

 

 

 

 

 

Net income (loss)

$

799

 

 

$

14,856

 

 

 

 

 

 

 

$

425

 

 

$

17,422

 

 

 

 

 

 

 

Three Months Ended September 30, (a)

 

Nine Months Ended September 30, (a)

 

 

2017

 

 

2016

 

 

% change

 

2017

 

 

2016

 

 

% change

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental income

$

32,483

 

 

$

31,698

 

 

 

2.5

%

 

 

$

96,587

 

 

$

93,313

 

 

 

3.5

%

Reimbursement and other income

 

3,913

 

 

 

3,645

 

 

 

7.4

%

 

 

 

11,513

 

 

 

10,640

 

 

 

8.2

%

Total revenue

 

36,396

 

 

 

35,343

 

 

 

3.0

%

 

 

 

108,100

 

 

 

103,953

 

 

 

4.0

%

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate taxes

 

4,388

 

 

 

4,280

 

 

 

2.5

%

 

 

 

13,153

 

 

 

12,845

 

 

 

2.4

%

Property insurance

 

747

 

 

 

748

 

 

 

-0.1

%

 

 

 

2,348

 

 

 

2,254

 

 

 

4.2

%

Personnel expenses

 

3,573

 

 

 

3,449

 

 

 

3.6

%

 

 

 

10,456

 

 

 

10,038

 

 

 

4.2

%

Utilities

 

2,353

 

 

 

2,280

 

 

 

3.2

%

 

 

 

6,699

 

 

 

6,540

 

 

 

2.4

%

Repairs and maintenance

 

1,550

 

 

 

1,460

 

 

 

6.2

%

 

 

 

4,117

 

 

 

3,816

 

 

 

7.9

%

Contract services

 

1,074

 

 

 

1,060

 

 

 

1.3

%

 

 

 

3,207

 

 

 

3,254

 

 

 

-1.4

%

Advertising expenses

 

397

 

 

 

399

 

 

 

-0.5

%

 

 

 

1,161

 

 

 

1,198

 

 

 

-3.1

%

Other expenses

 

662

 

 

 

844

 

 

 

-21.6

%

 

 

 

2,156

 

 

 

2,254

 

 

 

-4.3

%

Total operating expenses

 

14,744

 

 

 

14,520

 

 

 

1.5

%

 

 

 

43,297

 

 

 

42,199

 

 

 

2.6

%

Net operating income

$

21,652

 

 

$

20,823

 

 

 

4.0

%

 

 

$

64,803

 

 

$

61,754

 

 

 

4.9

%

NOI Margin

 

59.5

%

 

 

58.9

%

 

 

0.6

%

 

 

 

59.9

%

 

 

59.4

%

 

 

0.5

%

Average Occupancy

 

94.7

%

 

 

94.3

%

 

 

0.4

%

 

 

 

94.5

%

 

 

93.5

%

 

 

1.0

%

Average effective monthly rent, per unit

$

1,020

 

 

$

999

 

 

 

2.2

%

 

 

$

1,014

 

 

$

984

 

 

 

3.0

%

Reconciliation of Same-Store Net Operating Income to Net Income (Loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Same-store portfolio net operating income (a)

$

21,652

 

 

$

20,823

 

 

 

 

 

 

 

$

64,803

 

 

$

61,754

 

 

 

 

 

Non same-store net operating income

 

2,016

 

 

 

1,434

 

 

 

 

 

 

 

 

5,281

 

 

 

6,015

 

 

 

 

 

Property management income

 

202

 

 

 

-

 

 

 

 

 

 

 

 

579

 

 

 

-

 

 

 

 

 

Property management expenses

 

(1,328

)

 

 

(1,219

)

 

 

 

 

 

 

 

(4,310

)

 

 

(3,710

)

 

 

 

 

General and administrative expenses

 

(2,322

)

 

 

(2,665

)

 

 

 

 

 

 

 

(7,128

)

 

 

(8,074

)

 

 

 

 

Acquisition and integration expenses

 

(569

)

 

 

(19

)

 

 

 

 

 

 

 

(956

)

 

 

(37

)

 

 

 

 

Depreciation and amortization

 

(8,671

)

 

 

(7,765

)

 

 

 

 

 

 

 

(24,289

)

 

 

(26,927

)

 

 

 

 

Interest expense

 

(6,963

)

 

 

(8,820

)

 

 

 

 

 

 

 

(21,573

)

 

 

(27,815

)

 

 

 

 

Hedge ineffectiveness

 

12

 

 

 

-

 

 

 

 

 

 

 

 

-

 

 

 

-

 

 

 

 

 

Other income (expense)

 

-

 

 

 

(2

)

 

 

 

 

 

 

 

(5

)

 

 

(2

)

 

 

 

 

Net gains (losses) on sale of assets

 

(92

)

 

 

(1

)

 

 

 

 

 

 

 

15,873

 

 

 

31,773

 

 

 

 

 

Gains (losses) on extinguishment of debt

 

-

 

 

 

-

 

 

 

 

 

 

 

 

(572

)

 

 

(558

)

 

 

 

 

Acquisition related debt extinguishment expenses

 

(2,781

)

 

 

-

 

 

 

 

 

 

 

 

(2,781

)

 

 

-

 

 

 

 

 

Gains (losses) on TSRE merger

 

-

 

 

 

641

 

 

 

 

 

 

 

 

-

 

 

 

732

 

 

 

 

 

Net income (loss) available to common shares

$

1,156

 

 

$

2,407

 

 

 

 

 

 

 

$

24,922

 

 

$

33,151

 

 

 

 

 

 

(a)

Same store portfolio for the three and ninesix months ended SeptemberJune 30, 20172020 and 20162019 included 4254 properties containing 11,676 14,748 units.

Liquidity and Capital Resources

Liquidity is a measure of our ability to meet potential cash requirements, including ongoing commitments to repay borrowings, fund and maintain investments, pay distributions and other general business needs.  We believe our available cash balances, financing arrangements and cash flows from operations will be sufficient to fund our liquidity requirements with respect to our existing portfolio for the next 12twelve months and the foreseeable future.

30


Our primary cash requirements are to:

make investments and fund the associated costs;

make investments to continue our value add initiatives to improve the quality and performance of our properties;

repay our indebtedness;

repay our indebtedness;

pay our operating expenses; and

fund costs necessary to maintain our properties;

pay our operating expenses; and

distribute a minimum of 90% of our REIT taxable income (determined without regard to the deduction for dividends paid and excluding net capital gain) and to make investments in a manner that enables us to maintain our qualification as a REIT.

distribute a minimum of 90% of our REIT taxable income (determined without regard to the deduction for dividends paid and excluding net capital gain) and to make investments in a manner that enables us to maintain our qualification as a REIT.


We intend to meet theseour liquidity requirements primarily through:

the usethrough a combination of our cash and cash equivalent balance of $10.1 million as of September 30, 2017;

existing and future financing secured directlyone or indirectly by the apartment properties in our portfolio;

cash generated from operating activities;

net cash proceeds from property sales implementing our capital recycling strategy and other sales;

proceeds from the sale of our common stock; and

if required, proceeds from future borrowings and offerings.

On May 1, 2017, we closed on a new $300.0 million unsecured credit facility, refinancing and terminating the previous secured credit facility. The new facility is comprised of a $50.0 million term loan and a revolving commitment of up to $250.0 million. The maturity date on the new term loan is May 1, 2022, and the maturity date on borrowings outstanding under the revolving commitment is May 1, 2021, extending the September 17, 2018 maturitymore of the previous secured credit facility. Based on our current leverage levels, our annual interest cost is LIBOR plus 145 basis points under the term loan and LIBOR plus 150 basis points for borrowings outstanding under the revolving commitments, an annual savings of approximately 35 to 40 basis points from our previous secured credit facility.following:

the use of our cash and cash equivalents of $11.7 million as of June 30, 2020;

existing and future unsecured financing, including advances under our unsecured credit facility, and financing secured directly or indirectly by the apartment properties in our portfolio;

cash generated from operating activities;

net cash proceeds from property sales, including sales undertaken as part of our capital recycling strategy and other sales; and

proceeds from the sales of our common stock and other equity securities, including common stock that we expect to issue in settlement of our forward sale agreement.

Cash Flows

As of SeptemberJune 30, 20172020 and 2016,2019, we maintained cash and cash equivalents, and restricted cash of approximately $10.1$18.2 million and $29.2$18.8 million, respectively. Our cash and cash equivalents were generated from the following activities (dollars in thousands):

 

 

 

For the Nine Months Ended September 30,

 

 

 

2017

 

 

2016

 

Cash flow provided by operating activities

 

$

45,056

 

 

$

33,330

 

Cash flow (used in) provided by investing activities

 

 

(145,884

)

 

 

29,036

 

Cash flow (used in) provided by financing activities

 

 

90,064

 

 

 

(71,420

)

Net change in cash and cash equivalents

 

 

(10,764

)

 

 

(9,054

)

Cash and cash equivalents at beginning of period

 

 

20,892

 

 

 

38,301

 

Cash and cash equivalents at end of period

 

$

10,128

 

 

$

29,247

 

 

 

For the Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

Cash flow from operating activities

 

$

34,339

 

 

$

36,100

 

Cash flow from investing activities

 

 

(67,688

)

 

 

(28,152

)

Cash flow from financing activities

 

 

37,077

 

 

 

(5,153

)

Net change in cash and cash equivalents, and restricted cash

 

 

3,728

 

 

 

2,795

 

Cash and cash equivalents, and restricted cash, beginning of period

 

 

14,433

 

 

 

16,045

 

Cash and cash equivalents, and restricted cash, end of the period

 

$

18,161

 

 

$

18,840

 

The increase in ourOur cash flowinflows from operating activities during the ninesix months ended SeptemberJune 30, 2017 was2020 and 2019 were primarily driven by the increased performanceongoing operations of our property portfolio.properties.  

Our cash outflowoutflows from investing activities during the ninesix months ended SeptemberJune 30, 2017 was2020 were primarily due to sevenone property acquisitions partially offset by three property dispositions.acquisition and capital expenditures. Our cash inflowoutflows from investing activities during the ninesix months ended SeptemberJune 30, 2016 was2019 were primarily due to the disposition of three properties.  one property acquisition and capital expenditures partially offset by one property disposition.

Our cash inflowinflows from financing activities during the ninesix months ended SeptemberJune 30, 2017 was2020 were primarily due to $65.5 million of draws on our currentunsecured credit facility and previous credit facilities related to the acquisitions of seven properties,a $50.0 million settlement on our forward sale agreements, partially offset by the proceeds from the issuancepayment of dividends on our common stock.stock and distributions on noncontrolling interests and $39.0 million of repayments on our unsecured credit facility. Our cash outflowoutflows from financing activities during the ninesix months ended SeptemberJune 30, 2016 was2019 were primarily due to repayments of mortgage indebtedness and the interimour unsecured credit facility, with proceeds from the three property dispositions.  

As a REIT, we evaluate our dividend coverage basedpayment of dividends on our cash flow from operating activities, excluding acquisitioncommon stock, and integration expenses and changes in other assets and liabilities.  During the nine months ended September 30, 2017, we paid

31


distributions to our common stockholders andon noncontrolling interests, partially offset by draws on our unsecured credit facility.

Contractual Commitments

Our Annual Report on Form 10-K for the year ended December 31, 2019 filed on February 18, 2020, includes a table of $38.9 million and generated cash flow from operating activities excluding acquisition and integration expenses andcontractual commitments. There were no material changes in other assets and liabilitiesto these commitments since the filing of $40.4 million.our Annual Report on Form 10-K.

Off-Balance Sheet Arrangements

There were no off-balance sheet arrangements during the ninesix months ended SeptemberJune 30, 20172020 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 that are material to our interests.

Critical Accounting Estimates and Policies

Our 20162019 Annual Report on Form 10-K contains a discussion of our critical accounting policies. On January 1, 2016, we adopted three new accounting pronouncements and revised our accounting policies as described in Note 2 to the Consolidated Financial Statements included in Part I, Item 1 of this report. Management discusses our critical accounting policies and management’s judgments and estimates with the audit committee of our board of directors.

There were no material changes to our critical accounting policies sine the filing of our Annual Report on form 10-K.

 


Item 3.

Qualitative and Quantitative Disclosure About Market Risk.

Market risk is the adverse effectOur 2019 Annual Report on the valueForm 10-K contains a discussion of a financial instruments that results from a change in interest rates. We may be exposed to interest rate changes primarily as a result of long-term debt used to maintain liquidity, fund capital expendituresqualitative and expand our real estate investment portfolio and operations. Market fluctuations in real estate financing may affect the availability and cost of funds needed to expand our investment portfolio. In addition, restrictions upon the availability of real estate financing or high interest rates for real estate loans could adversely affect our ability to dispose of real estate in the future. We seek to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. We may use derivative financial instruments to hedge exposures to changes in interest rates on loans secured by our assets. Thequantitative market risk associated with interest-rate contracts is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken. With regard to variable rate financing, we assess our interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging opportunities. We maintain risk management control systems to monitor interest rate cash flow risk attributable to both our outstanding and forecasted debt obligations as well as our potential offsetting hedge positions. While this hedging strategy is designed to minimize the impact on our net income and funds from operations of changes in interest rates, the overall returns on any investment in our securities may be reduced. We currently have limited exposure to financial market risks.

We may also be exposed to credit risk in derivative contracts we may use. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. If the fair value of a derivative contract is positive, the counterparty will owe us, which creates credit risk for us. If the fair value of a derivative contract is negative, we will owe the counterparty and, therefore, do not have credit risk. We seek to minimize the credit risk in derivative instruments by entering into transactions with high-quality counterparties.

There have been no material changes in quantitative and qualitative market risks during the ninesix months ended SeptemberJune 30, 20172020 from the disclosures included in our 20162019 Annual Report on Form 10-K.

Item 4.

Controls and Procedures.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officerChief Executive Officer and our chief financial officer,Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.  In designing and evaluating

Effective as of June 30, 2020, we carried out an evaluation, under the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Under the supervision of our chief executive officer and chief financial officer and with the participation of our disclosure committee, we have carried out an evaluationChief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report.procedures.  Based uponon that evaluation, our chief executive officerChief Executive Officer and chief financial officerChief Financial Officer concluded that ourthe disclosure controls and procedures are effective atto ensure that information required to be disclosed by us in our Exchange Act filings is recorded, processed, summarized and reported within the reasonable assurance level.time periods specified in the SEC’s rules and forms.

32


Changes in Internal Control Over Financial Reporting

There has beenwere no changechanges in our internal control over financial reporting oridentified in other factorsconnection with the evaluation referred to above during the quarter ended SeptemberJune 30, 2017,2020 that have materially affected, or wereare reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II—OTHER INFORMATION

Item 1.

We are subject to various legal proceedings and claims that arise in the ordinary course of our business operations. Matters which arise out of allegations of bodily injury, property damage, and employment practices are generally covered by insurance. While the resolution of these matters cannot be predicted with certainty, we currently believe the final outcome of such matters will not have a material adverse effect on our financial position, results of operations or cash flows.

 

Item 1A.

Risk Factors.

There have not been any material changes from the risk factors previously disclosed in Part I, Item 1A—“Risk Factors” in1A of our 2016 Annual Report on Form 10-K.10-K for the year ended December 31, 2019, as supplemented by the risk factor in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

 

We have previously disclosed four “UPREIT” transactions completed in May 2014, August 2014, November 2014 and December 2014 wherein IROP issued, in the aggregate, 1,282,449 common units, or units, to unaffiliated entities or persons in order to acquire properties. In addition, we have previously disclosed that in September 2015, IROP issued 1,925,419 units, plus cash in lieu of fractional TSR OP units, in a transaction related to the TSRE acquisition.  In June 2017, IROP issued 166,604 units in connection with our acquisition of South Terrace. All such issuances were exempt from registration pursuant to Section 4(a)(2) of the Securities Act. No underwriters were involved with such issuances. As previously disclosed, these units are subject to exchange agreements containing the terms and conditions under which the units could be exchanged for cash in an amount equal to the value of an equivalent number of shares of our common stock as of the date IROP receives the holder’s notice of its desire to exchange the units for cash or, at IROP’s option, for the equivalent number of shares of our common stock. During the first half of 2017, IROP exchanged 39,899 units for 39,899 shares of our common stock (with fractional units being settled in cash). At September 30, 2017, there were 3,035,654 units held by unaffiliated third parties outstanding.  The issuance of the shares of our common stock in these exchanges was exempt from registration pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D; all the persons receiving such shares were accredited investors. No underwriters were involved with such issuances.None.

 

Item 3.

Defaults Upon Senior Securities.

None.

 

Item 4.

Mine Safety Disclosures.

None.

 

Item 5.

Other Information.

None.


Item 6.

Exhibits.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

 

10.1

HPI Purchase and Sale Agreement dated September 3, 2017, filed herewith.

 

 

 

10.231.1

 

First Amendment to HPI Purchase and Sale Agreement dated September 25, 2017, filed herewith.

10.3

Second Amendment to HPI Purchase and Sale Agreement dated October 24, 2017, filed herewith.

12.1

Statements regarding computation of ratios as of September 30, 2017, filed herewith.

33


31.1

Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

 

 

 

31.2

 

Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

 

 

 

32.1

 

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

 

 

 

32.2

 

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

 

 

 

101

 

XBRL (eXtensibleiXBRL (Inline eXtensible Business Reporting Language). The following materials, formatted in XBRL:iXBRL: (i) Consolidated Balance Sheets as of SeptemberJune 30, 20172020 and December 31, 2016,2019, (ii) Consolidated Statements of Operations for the three and ninesix months ended SeptemberJune 30, 20172020 and 2016,2019, (iii) Consolidated Statement of Comprehensive Income (Loss) for the three and ninesix months ended SeptemberJune 30, 20172020 and 2016,2019, (iv) Consolidated Statements of Changes in Equity for the ninethree and six months ended SeptemberJune 30, 2017,2020 and 2019, (v) Consolidated Statements of Cash Flows for the ninesix months ended SeptemberJune 30, 20172020 and 20162019 and (vi) notes to the consolidated financial statements as of SeptemberJune 30, 2017.2020.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 


34


SIGNATURESSIGNATURES

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.

 

 

 

Independence Realty Trust, Inc.

 

 

 

 

 

Date: October 31, 2017July 30, 2020

 

By:

 

/s/ Scott f. Schaeffer 

 

 

 

 

Scott F. Schaeffer

 

 

 

 

Chairman of the Board and Chief Executive Officer

 

 

 

 

(Principal Executive Officer)

 

 

 

 

 

Date: October 31, 2017July 30, 2020

 

By:

 

/s/ James J. Sebra

 

 

 

 

James J. Sebra

 

 

 

 

Chief Financial Officer and Treasurer

 

 

 

 

(Principal Financial Officer)

Date: July 30, 2020

By:

/s/ Jason R. Delozier

Jason R. Delozier

Chief Accounting Officer and

(Principal Accounting Officer)

 

 

 

 

3530