Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

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 28, 2020,~~July 30, 2021, the registrant had ~~24,606,457~~25,149,927 shares of its common stock, par value $0.01 per share, outstanding.

This quarterly report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. In particular, statements relating to our liquidity and capital resources, the performance of our properties and results of operations contain forward-looking statements. Furthermore, all of the statements regarding future financial performance (including market conditions and demographics) are forward-looking statements. We caution investors that any forward-looking statements presented in this quarterly report are based on management’s current beliefs and assumptions made by, and information currently available to, management. When used, the words “anticipate,” “believe,” “expect,” “intend,” “may,” “might,” “plan,” “estimate,” “project,” “should,” “will,” “would,” “result” and similar expressions that do not relate solely to historical matters are intended to identify forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans or intentions.

Forward-looking statements are subject to risks, uncertainties and assumptions and may be affected by known and unknown risks, trends, uncertainties and factors that are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. We caution you therefore against relying on any of these forward-looking statements.

Some of the risks and uncertainties that may cause our actual results, performance, liquidity or achievements to differ materially from those expressed or implied by forward-looking statements include, among others, the following:

While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. They are based on estimates and assumptions only as of the date of this quarterly report. We undertake no obligation to update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes, except as required by law.

	September 30, 2020			December 31, 2019			June 30, 2021			December 31, 2020
	(Unaudited)						(Unaudited)
ASSETS
Operating Real Estate Investments
Land	$	312,436		$	317,886		$	340,691		$	323,429
Buildings and improvements		1,460,793			1,472,319			1,605,723			1,544,115
Intangible lease assets		—			12,414			1,972			1,675
Construction in progress		16,425			4,375			9,487			10,796
Furniture, fixtures, and equipment		91,304			81,038			102,469			96,228
Total Gross Operating Real Estate Investments		1,880,958			1,888,032			2,060,342			1,976,243
Accumulated depreciation and amortization		(195,800	)		(152,552	)		(242,952	)		(215,494	)
Total Net Operating Real Estate Investments		1,685,158			1,735,480			1,817,390			1,760,749
Real estate held for sale, net of accumulated depreciation of $0 and $7,859, respectively		—			46,330
Real estate held for sale, net of accumulated depreciation of $11,028 and $0, respectively								43,850			—
Total Net Real Estate Investments		1,685,158			1,781,810			1,861,240			1,760,749
Cash and cash equivalents		70,282			25,671			26,489			24,457
Restricted cash		38,334			45,511			33,738			32,558
Accounts receivable		10,770			6,285
Accounts receivable, net								8,798			9,045
Prepaid and other assets		9,751			2,336			6,675			2,405
Fair market value of interest rate swaps		—			4,376
TOTAL ASSETS	$	1,814,295		$	1,865,989		$	1,936,940		$	1,829,214

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Mortgages payable, net	$	1,116,573		$	1,145,371		$	1,188,947		$	1,162,855
Mortgages payable held for sale, net		—			41,176			40,474			—
Credit facility, net		214,540			216,501			248,494			182,323
Accounts payable and other accrued liabilities		12,503			11,971			9,709			10,058
Accrued real estate taxes payable		19,049			12,206			14,874			12,822
Accrued interest payable		2,182			3,691			1,723			2,274
Security deposit liability		2,726			2,977			2,774			2,688
Prepaid rents		1,483			1,658			1,639			1,639
Fair market value of interest rate swaps		51,077			902			17,010			43,530
Total Liabilities		1,420,133			1,436,453			1,525,644			1,418,189

Redeemable noncontrolling interests in the Operating Partnership		3,248			3,295			4,026			3,098

Stockholders' Equity:
Preferred stock, $0.01 par value: 100,000,000 shares authorized; 0 shares issued		—			—			—			—
Common stock, $0.01 par value: 500,000,000 shares authorized; 24,541,683 and 25,245,740 shares issued and outstanding, respectively		244			251
Common stock, $0.01 par value: 500,000,000 shares authorized; 25,149,927 and 25,016,957 shares issued and outstanding, respectively								251			250
Additional paid-in capital		354,530			359,748			378,365			376,710
Accumulated earnings less dividends		88,028			63,776			46,551			75,321
Accumulated other comprehensive income (loss)		(51,888	)		2,466
Accumulated other comprehensive loss								(17,897	)		(44,354	)
Total Stockholders' Equity		390,914			426,241			407,270			407,927
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,814,295		$	1,865,989		$	1,936,940		$	1,829,214

	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,
	2020			2019			2020			2019			2021			2020			2021			2020
Revenues
Rental income	$	49,578		$	45,854		$	149,945		$	128,270		$	51,047		$	49,253		$	101,387		$	100,367
Other income		1,412			979			4,307			3,120			1,516			1,428			2,972			2,895
Total revenues		50,990			46,833			154,252			131,390			52,563			50,681			104,359			103,262
Expenses
Property operating expenses		11,906			11,456			35,591			31,256			11,173			11,964			22,389			23,685
Real estate taxes and insurance		7,686			6,731			23,485			18,053			8,508			7,777			17,230			15,799
Property management fees (1)		1,489			1,408			4,504			3,939			1,516			1,465			3,001			3,015
Advisory and administrative fees (2)		1,976			1,891			5,777			5,613			1,900			1,936			3,768			3,801
Corporate general and administrative expenses		2,807			2,339			8,440			7,313			2,978			2,932			5,918			5,633
Property general and administrative expenses		1,559			1,547			4,924			4,973			1,760			1,533			3,319			3,365
Depreciation and amortization		17,723			17,228			62,479			45,692			19,986			21,418			40,744			44,756
Total expenses		45,146			42,600			145,200			116,839			47,821			49,025			96,369			100,054
Operating income before gain on sales of real estate		5,844			4,233			9,052			14,551			4,742			1,656			7,990			3,208
Gain on sales of real estate		30,160			127,700			69,151			127,700			—			19			—			38,991
Operating income		36,004			131,933			78,203			142,251			4,742			1,675			7,990			42,199
Interest expense		(11,049	)		(9,960	)		(33,704	)		(26,638	)		(10,683	)		(10,993	)		(21,299	)		(22,655	)
Loss on extinguishment of debt and modification costs		(596	)		(2,869	)		(1,470	)		(2,869	)		(328	)		—			(328	)		(874	)
Casualty gains		4,960			—			3,932			—
Casualty gains (loss)														2,379			(1,079	)		2,379			(1,028	)
Miscellaneous income		322			—			1,401			—			472			1,079			940			1,079
Net income		29,641			119,104			48,362			112,744

Net income attributable to redeemable noncontrolling interests in the Operating Partnership		89			357			145			338
Net income attributable to common stockholders	$	29,552		$	118,747		$	48,217		$	112,406
Net income (loss)														(3,418	)		(9,318	)		(10,318	)		18,721
Net income (loss) attributable to redeemable noncontrolling interests in the Operating Partnership														(10	)		(28	)		(31	)		56
Net income (loss) attributable to common stockholders													$	(3,408	)	$	(9,290	)	$	(10,287	)	$	18,665
Other comprehensive income (loss)
Unrealized gains (losses) on interest rate derivatives		4,068			(3,550	)		(54,518	)		(20,161	)		(4,805	)		(8,046	)		26,537			(58,586	)
Total comprehensive income (loss)		33,709			115,554			(6,156	)		92,583			(8,223	)		(17,364	)		16,219			(39,865	)
Comprehensive income (loss) attributable to redeemable noncontrolling interests in the Operating Partnership		101			347			(19	)		278			(24	)		(52	)		49			(120	)
Comprehensive income (loss) attributable to common stockholders	$	33,608		$	115,207		$	(6,137	)	$	92,305		$	(8,199	)	$	(17,312	)	$	16,170		$	(39,745	)

Weighted average common shares outstanding - basic		24,372			24,088			24,688			23,793			25,140			24,307			25,104			24,847
Weighted average common shares outstanding - diluted		24,926			24,557			25,194			24,280			25,140			24,307			25,104			25,330

Earnings per share - basic	$	1.21		$	4.93		$	1.95		$	4.72
Earnings per share - diluted	$	1.19		$	4.84		$	1.91		$	4.63
Earnings (loss) per share - basic													$	(0.14	)	$	(0.38	)	$	(0.41	)	$	0.75
Earnings (loss) per share - diluted													$	(0.14	)	$	(0.38	)	$	(0.41	)	$	0.74

Preferred Stock

Common Stock

Additional

Accumulated
Earnings (Loss)

Accumulated Other

Common
Stock
Held in

Three Months ended September 30, 2020

Number of
Shares

Par Value

Number of
Shares

Par Value

Paid-in
Capital

Less
Dividends

Comprehensive
Income (Loss)

Treasury
at Cost

Total

Balances, June 30, 2020

—

$
—

24,298,651

$
242

$
343,257

$
66,860

$
(55,944
)

$
—

$
354,415

Net income attributable to common stockholders

—

—

—

—

—

29,552

—

—

29,552

Vesting of stock-based compensation

—

—

—

—

1,434

—

—

—

1,434

Issuance of common shares through at-the-market offering

—

—

243,032

2

9,839

—

—

—

9,841

Common stock dividends declared ($0.3125 per share)

—

—

—

—

—

(7,798
)

—

—

(7,798
)
Other comprehensive income

—

—

—

—

—

—

4,056

—

4,056

Adjustment to reflect redemption value of redeemable noncontrolling interests in the Operating Partnership

—

—

—

—

—

(586
)

—

—

(586
)
Balances, September 30, 2020

—

$
—

24,541,683

$
244

$
354,530

$
88,028

$
(51,888
)

$
—

$
390,914

	Preferred Stock				Common Stock				Additional			Accumulated Earnings (Loss)			Accumulated Other
Three Months ended June 30, 2021	Number of Shares		Par Value		Number of Shares		Par Value		Paid-in Capital			Less Dividends			Comprehensive Income (Loss)			Total
Balances, March 31, 2021		—	$	—		25,127,141		251		376,897			59,451			(13,106	)	$	423,493
Net loss attributable to common stockholders		—		—		—		—		—			(3,408	)		—			(3,408	)
Vesting of stock-based compensation		—		—		22,786		—		1,554			—			—			1,554
Issuance of common shares through at-the-market offering		—		—		—		—		(86	)		—			—			(86	)
Common stock dividends declared ($0.34125 per share)		—		—		—		—		—			(8,782	)		—			(8,782	)
Other comprehensive loss		—		—		—		—		—			—			(4,791	)		(4,791	)
Adjustment to reflect redemption value of redeemable noncontrolling interests in the Operating Partnership		—		—		—		—		—			(710	)		—			(710	)
Balances, June 30, 2021		—	$	—		25,149,927	$	251	$	378,365		$	46,551		$	(17,897	)	$	407,270

Preferred Stock

Common Stock

Additional

Accumulated
Earnings (Loss)

Accumulated Other

Common
Stock
Held in

Nine Months ended September 30, 2020

Number of
Shares

Par Value

Number of
Shares

Par Value

Paid-in
Capital

Less
Dividends

Comprehensive
Income (Loss)

Treasury
at Cost

Total

Balances, December 31, 2019

—

$
—

25,245,740

$
251

$
359,748

$
63,776

$
2,466

$
—

$
426,241

Net income attributable to common stockholders

—

—

—

—

—

48,217

—

—

48,217

Repurchases of common stock

—

—

—

—

—

—

—

(44,530
)

(44,530
)
Retirement of common stock held in treasury

—

—

(1,644,697
)

(16
)

(44,514
)

—

—

44,530

—

Vesting of stock-based compensation

—

—

137,608

1

2,338

—

—

—

2,339

Issuance of common shares through at-the-market offering

—

—

803,032

8

36,958

—

—

—

36,966

Common stock dividends declared ($0.9375 per share)

—

—

—

—

—

(23,838
)

—

—

(23,838
)
Other comprehensive loss

—

—

—

—

—

—

(54,354
)

—

(54,354
)
Adjustment to reflect redemption value of redeemable noncontrolling interests in the Operating Partnership

—

—

—

—

—

(127
)

—

—

(127
)
Balances, September 30, 2020

—

$
—

24,541,683

$
244

$
354,530

$
88,028

$
(51,888
)

$
—

$
390,914

	Preferred Stock				Common Stock					Additional			Accumulated Earnings (Loss)			Accumulated Other
Six Months ended June 30, 2021	Number of Shares		Par Value		Number of Shares		Par Value		��	Paid-in Capital			Less Dividends			Comprehensive Income (Loss)			Total
Balances, December 31, 2020		—	$	—		25,016,957	$	250		$	376,710		$	75,321		$	(44,354	)	$	407,927
Net loss attributable to common stockholders		—		—		—		—			—			(10,287	)		—			(10,287	)
Vesting of stock-based compensation		—		—		132,970		1			1,917			—			—			1,918
Issuance of common shares through at-the-market offering		—		—		—		—			(262	)		—			—			(262	)
Common stock dividends declared ($0.6825 per share)		—		—		—		—			—			(17,558	)		—			(17,558	)
Other comprehensive income		—		—		—		—			—			—			26,457			26,457
Adjustment to reflect redemption value of redeemable noncontrolling interests in the Operating Partnership		—		—		—		—			—			(925	)		—			(925	)
Balances, June 30, 2021		—	$	—		25,149,927	$	251		$	378,365		$	46,551		$	(17,897	)	$	407,270

Preferred Stock

Common Stock

Additional

Accumulated
Earnings (Loss)

Accumulated Other

Common Stock
Held in

Three Months ended September 30, 2019

Number of
Shares

Par Value

Number of
Shares

Par Value

Paid-in
Capital

Less
Dividends

Comprehensive
Income

Treasury
at Cost

Total

Balances, June 30, 2019

—

$
—

23,895,442

$
238

$
297,448

$
(26,824
)

$
486

$
—

$
271,348

Net income attributable to common stockholders

—

—

—

—

—

118,747

—

—

118,747

Vesting of stock-based compensation

—

—

37,141

—

706

—

—

—

706

Issuance of common shares through at-the-market offering

—

—

867,322

9

39,540

—

—

—

39,549

Common stock dividends declared ($0.275 per share)

—

—

—

—

—

(6,847
)

—

—

(6,847
)
Other comprehensive loss

—

—

—

—

—

—

(3,540
)

—

(3,540
)
Adjustment to reflect redemption value of redeemable noncontrolling interests in the Operating Partnership

—

—

—

—

—

(152
)

—

—

(152
)
Balances, September 30, 2019

—

$
—

24,799,905

$
247

$
337,694

$
84,924

$
(3,054
)

$
—

$
419,811

	Preferred Stock				Common Stock						Additional			Accumulated Earnings (Loss)			Accumulated Other			Common Stock Held in
Three Months ended June 30, 2020	Number of Shares		Par Value		Number of Shares			Par Value			Paid-in Capital			Less Dividends			Comprehensive Income (Loss)			Treasury at Cost			Total
Balances, March 31, 2020		��	$	—		25,717,549		$	256		$	378,943		$	84,345		$	(47,922	)	$	(23,451.0	)	$	392,171
Net loss attributable to common stockholders		—		—		—			—			—			(9,290	)		—			—			(9,290	)
Repurchase of common stock						—			—			—			—			—			(13,531	)		(13,531	)
Retirement of common stock held in treasury		—		—		(1,418,898	)		(14	)		(36,968	)		—			—			36,982			—
Vesting of stock-based compensation		—		—		—			—			1,337			—			—			—			1,337
Issuance of common shares through at-the-market offering		—		—		—			—			(55	)		—			—			—			(55	)
Common stock dividends declared ($0.3125 per share)		—		—		—			—			—			(7,834	)		—			—			(7,834	)
Other comprehensive loss		—		—		—			—			—			—			(8,022	)		—			(8,022	)
Adjustment to reflect redemption value of redeemable noncontrolling interests in the Operating Partnership		—		—		—			—			—			(361	)		—			—			(361	)
Balances, June 30, 2020		—	$	—		24,298,651		$	242		$	343,257		$	66,860		$	(55,944	)	$	—		$	354,415

	Preferred Stock				Common Stock				Additional		Accumulated Earnings (Loss)			Accumulated Other			Common Stock Held in					Preferred Stock				Common Stock						Additional			Accumulated Earnings (Loss)			Accumulated Other			Common Stock Held in
Nine Months ended September 30, 2019	Number of Shares		Par Value		Number of Shares		Par Value		Paid-in Capital		Less Dividends			Comprehensive Income			Treasury at Cost		Total
Balances, December 31, 2018		—	$	—		23,499,635	$	234	$	285,511	$	(6,764	)	$	17,047		$	—	$	296,028
Six Months ended June 30, 2020																						Number of Shares		Par Value		Number of Shares			Par Value			Paid-in Capital			Less Dividends			Comprehensive Income (Loss)			Treasury at Cost			Total
Balances, December 31, 2019																							—	$	—		25,245,740		$	251		$	359,748		$	63,776		$	2,466		$	—		$	426,241
Net income attributable to common stockholders		—		—		—		—		—		112,406			—			—		112,406			—		—		—			—			—			18,665			—			—			18,665
Repurchases of common stock																							—		—		—			—			—			—			—			(44,530	)		(44,530	)
Retirement of common stock held in treasury																							—		—		(1,644,697	)		(16	)		(44,514	)		—			—			44,530			—
Vesting of stock-based compensation		—		—		180,783		1		3,194		—			—			—		3,195			—		—		137,608			1			904			—			—			—			905
Issuance of common shares through at-the-market offering		—		—		1,119,487		12		48,989		—			—			—		49,001			—		—		560,000			6			27,119			—			—			—			27,125
Common stock dividends declared ($0.825 per share)		—		—		—		—		—		(20,190	)		—			—		(20,190	)
Common stock dividends declared ($0.625 per share)																							—		—		—			—			—			(16,040	)		—			—			(16,040	)
Other comprehensive loss		—		—		—		—		—		—			(20,101	)		—		(20,101	)		—		—		—			—			—			—			(58,410	)		—			(58,410	)
Adjustment to reflect redemption value of redeemable noncontrolling interests in the Operating Partnership		—		—		—		—		—		(528	)		—			—		(528	)		—		—		—			—			—			459			—			—			459
Balances, September 30, 2019		—	$	—		24,799,905	$	247	$	337,694	$	84,924		$	(3,054	)	$	—	$	419,811
Balances, June 30, 2020																							—	$	—		24,298,651		$	242		$	343,257		$	66,860		$	(55,944	)	$	—		$	354,415

	For the Nine Months Ended September 30,							For the Six Months Ended June 30,
	2020			2019				2021			2020
Cash flows from operating activities
Net income	$	48,362		$	112,744
Net income (loss)								$	(10,318	)	$	18,721
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sales of real estate		(69,151	)		(127,700	)			—			(38,991	)
Depreciation and amortization		62,479			45,692				40,744			44,756
Amortization/write-off of deferred financing costs		2,940			2,850				1,401			1,923
Change in fair value on derivative instruments included in interest expense		5,651			(5,410	)			7,421			1,970
Net cash received (paid) on derivative settlements		(4,192	)		5,489
Interest payable on derivative instruments		(1,122	)		—
Net cash paid on derivative settlements									(7,356	)		(573	)
Amortization/write-off of fair market value adjustment of assumed debt		(152	)		(98	)			(155	)		(102	)
Provision for bad debts, net									1,641			735
Vesting of stock-based compensation		4,071			3,944				3,406			2,637
Insurance proceeds received for business interruption		1,401			—				257			1,079
Casualty gain		(4,684	)		—
Casualty gains (loss)									(3,755	)		597
Changes in operating assets and liabilities, net of effects of acquisitions:
Operating assets		(3,373	)		(3,711	)			(3,599	)		(4,603	)
Operating liabilities		4,294			5,143				1,263			(2,218	)
Net cash provided by operating activities		46,524			38,943				30,950			25,931

Cash flows from investing activities
Net proceeds from sales of real estate		140,197			286,495				—			85,418
Prepaid acquisition costs		(5,077	)		—				—			(5,031	)
Insurance proceeds paid for casualty losses		(2,049	)		—
Insurance proceeds received for casualty losses		1,626			—
Insurance premiums paid for casualty losses									(1,591	)		(549	)
Insurance proceeds received from casualty losses									5,256			1,970
Additions to real estate investments		(35,298	)		(28,252	)			(21,394	)		(23,187	)
Acquisitions of real estate investments		—			(555,268	)			(122,035	)		—
Net cash provided by (used in) investing activities		99,399			(297,025	)			(139,764	)		58,621

Cash flows from financing activities
Mortgage proceeds received		—			290,324				66,825			—
Mortgage payments		(71,723	)		(145,577	)			(389	)		(42,028	)
Credit facilities proceeds received		35,000			144,000				250,000			35,000
Credit facilities payments		(38,000	)		(37,000	)			(183,000	)		(28,000	)
Deferred financing costs paid		—			(3,388	)			(1,999	)		—
Interest rate cap fees paid		—			(20	)			(108	)		—
Prepayment penalties on extinguished debt		(711	)		—				—			(416	)
Proceeds from the issuance of common shares through at-the-market offering, net of offering costs		36,966			49,001		(1)		(262	)		27,125
Payments for taxes related to net share settlement of stock-based compensation		(1,732	)		(749	)			(1,489	)		(1,732	)
Repurchase of common stock		(44,530	)		—				—			(44,530	)
Dividends paid to common stockholders		(23,759	)		(20,157	)			(17,552	)		(16,134	)
Net cash (used in) provided by financing activities		(108,489	)		276,434
Net cash provided by (used in) financing activities									112,026			(70,715	)

Net increase in cash, cash equivalents and restricted cash		37,434			18,352				3,212			13,837
Cash, cash equivalents and restricted cash, beginning of period		71,182			43,129				57,015			71,182
Cash, cash equivalents and restricted cash, end of period	$	108,616		$	61,481			$	60,227		$	85,019

Supplemental Disclosure of Cash Flow Information
Interest paid	$	27,573		$	30,444		$	13,497	$	20,812
Prepayment penalties		711			1,449
Supplemental Disclosure of Noncash Activities

Capitalized construction costs included in accounts payable and other accrued liabilities		5,288			4,448			2,546		6,435
Change in fair value on derivative instruments designated as hedges		(54,518	)		(20,161	)		26,537		(58,586	)
Other assets acquired from acquisitions		—			357			96		—
Liabilities assumed from acquisitions		—			5,946			97		—
Fair market value adjustment of assumed debt		—			980
Assumed debt on acquisitions		—			70,486
Increase in dividends payable upon vesting of restricted stock units		79			33
Increase (decrease) in dividends payable upon vesting of restricted stock units								6		(94	)
Write-off of assets due to casualty losses								2,028		648
Write-off of fully amortized in-place leases		12,414			—			1,675		12,414
Write-off of deferred financing costs		757			1,420			328		455

NexPoint Residential Trust, Inc. (the “Company”, “we”, “our”) was incorporated in Maryland on September 19, 2014, and has elected to be taxed as a real estate investment trust (“REIT”). The Company is focused on “value-add” multifamily investments primarily located in the Southeastern and Southwestern United States. Substantially all of the Company’s business is conducted through NexPoint Residential Trust Operating Partnership, L.P. (the “OP”), the Company’s operating partnership. The Company owns its properties (the “Portfolio”) through the OP and its wholly owned taxable REIT subsidiary (“TRS”). The OP owns approximately 99.9% of the Portfolio; the TRS owns approximately 0.1% of the Portfolio. The Company’s wholly owned subsidiary, NexPoint Residential Trust Operating Partnership GP, LLC (the “OP GP”), is the sole general partner of the OP. As of ~~September~~June 30, ~~2020,~~2021, there were 23,819,402 common units in the OP (“OP Units”) outstanding, of which 23,746,169, or 99.7%, were owned by the Company and 73,233, or 0.3%, were owned by a noncontrolling limited partner (see Note 10).

The Company is externally managed by NexPoint Real Estate Advisors, L.P. (the “Adviser”), through an agreement dated March 16, 2015, as amended, and renewed on February ~~17, 2020~~15, 2021 for a one-year term (the “Advisory Agreement”), by and among the Company, the OP and the Adviser. The Adviser conducts substantially all of the Company’s operations and provides asset management services for its real estate investments. The Company expects it will only have accounting employees while the Advisory Agreement is in effect. All of the Company’s investment decisions are made by the Adviser, subject to general oversight by the Adviser’s investment committee and the Company’s board of directors (the “Board”). The Adviser is wholly owned by NexPoint Advisors, L.P. (the “Sponsor”).

The Company’s investment objectives are to maximize the cash flow and value of properties owned, acquire properties with cash flow growth potential, provide quarterly cash distributions and achieve long-term capital appreciation for its stockholders through targeted management and a value-add program. Consistent with the Company’s policy to acquire assets for both income and capital gain, the Company intends to hold at least majority interests in its properties for long-term appreciation and to engage in the business of directly or indirectly acquiring, owning, and operating well-located multifamily properties with a value-add component in large cities and suburban submarkets of large cities primarily in the Southeastern and Southwestern United States consistent with its investment objectives. Economic and market conditions may influence the Company to hold properties for different periods of time. From time to time, the Company may sell a property if, among other deciding factors, the sale would be in the best interest of its stockholders.

The Company may allocate up to 30% of the Portfolio to investments in real estate-related debt and securities with the potential for high current income or total returns. These allocations may include first and second mortgages and subordinated, bridge, mezzanine, construction and other loans, as well as debt securities related to or secured by multifamily real estate and common and preferred equity securities, which may include securities of other REITs or real estate companies.

The accompanying unaudited consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States (“GAAP”). GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the dates of the unaudited consolidated financial statements and the amounts of revenues and expenses during the reporting periods. Actual amounts realized or paid could differ from those estimates. All significant intercompany accounts and transactions have been eliminated in consolidation. There have been no significant changes to the Company’s significant accounting policies during the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021.

Certain reclassifications have been made to prior year financial statements to conform to classifications used in the current year. These reclassifications had no impact on net income (loss), stockholders' equity or cash flows as previously reported.

The accompanying unaudited consolidated financial statements have been prepared according to the rules and regulations of the SEC. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted according to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading.

In the opinion of management, all adjustments and eliminations necessary for the fair presentation of the Company’s financial position as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 and results of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 have been included. Such adjustments are normal and recurring in nature. The unaudited information included in this quarterly report on Form 10-Q should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, ~~2019~~2020 and notes thereto included in its Annual Report on Form 10-K filed with the SEC on February ~~21, 2020.~~22, 2021.

The Company accounts for subsidiary partnerships, joint ventures and other similar entities in which it holds an ownership interest in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidation. The Company first evaluates whether each entity is a variable interest entity (“VIE”). Under the VIE model, the Company consolidates an entity when it has control to direct the activities of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. Under the voting model, the Company consolidates an entity when it controls the entity through ownership of a majority voting interest. The unaudited consolidated financial statements include the accounts of the Company and its subsidiaries, including the OP and its subsidiaries.

The Company’s primary operations consist of rental income earned from its residents under lease agreements typically with terms of one year or less. Rental income is recognized when earned. This policy effectively results in income recognition on the straight-line method over the related terms of the leases. The Company records an allowance to reflect revenue that may not be collectable. This is recorded through a provision for bad debts which is included in rental income in the accompanying consolidated statements of operations and comprehensive income (loss). Resident reimbursements and other income consist of charges billed to residents for utilities, carport and garage rental, and pets, administrative, application and other fees and are recognized when earned. The Company implemented the provisions of Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”) as of January 1, 2019 using the modified retrospective approach. The adoption of ASU 2014-09 did not have a material impact on the Company’s consolidated financial statements as a substantial portion of its revenue consists of rental income from leasing arrangements, which is specifically excluded from ASU 2014-09.

In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”), which supersedes the current accounting for leases and while retaining two distinct types of leases, finance and operating, (1) requires lessees to record a right of use asset and a related liability for the rights and obligations associated with a lease, regardless of lease classification, and recognize lease expense in a manner similar to current accounting, (2) eliminates most real estate specific lease provisions and (3) aligns many of the underlying lessor model principles with those in the new revenue standard. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. Entities are required to use a modified retrospective approach when transitioning to the ASU for leases that exist as of or are entered into after the beginning of the earliest comparative period presented in the financial statements. As lessors, substantially all of the Company’s agreements have a term of 12 months or less. For lessors, accounting for leases under the new standard is substantially the same as existing guidance for sales-type leases, direct financing leases, and operating leases, but eliminates current real estate specific provisions and changes the treatment of initial direct costs.

In ~~July 2018, the FASB issued ASU 2018-11, Leases – Targeted Improvements~~ (“ASU 2018-11”), which provides entities with relief from the costs of implementing certain aspects of ASU 2016-02. ASU 2018-11 provides a practical expedient that 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. The Company elected the practical expedient to account for lease and non-lease components as a single component in lease contracts where the Company is the lessor. The Company implemented the provisions of ASU 2018-11 and 2016-02, collectively Topic 842 Leases (“ASC 842”), effective January 1, 2019, and elected the transition option that the ASU provides which permits entities to not recast the comparative periods presented when transitioning to the standard. The Company implemented changes to its business processes and controls related to accounting for and the presentation and disclosure of leases in the consolidated statements of operations and began presenting all rentals and reimbursements from tenants as a single line item within rental income on the consolidated statements of operations and comprehensive income (loss). The table below outlines the components of rental income and its other components which were previously classified as other income for the three and nine months ended September 30, 2020 and 2019:

~~The table below quantifies the effects on rental and other income for the three and nine months ended September 30, 2020 and 2019 from the adoption ASC 842:~~

~~Certain revenue streams such as service provider income and damage recoveries did not qualify for the practical expedient and therefore remained in other income and were subjected to ASU 2014-09.~~

In April 2020, the ~~Financial Accounting Standards Board~~FASB issued a Staff Q&A on accounting for leases during the COVID-19 pandemic, focused on the application of lease guidance in ASC 842, Leases. The Q&A states that some lease contracts may contain explicit or implicit enforceable rights and obligations that require lease concessions if certain circumstances arise that are beyond the control of the parties to the contract. Therefore, entities would need to perform a lease-by-lease analysis to determine whether contractual provisions in an existing lease agreement provide enforceable rights and obligations related to lease concessions. The FASB determined it would be acceptable for entities to not perform a lease-by-lease analysis regarding rent concessions resulting from COVID-19, and to instead make a policy election regarding rent concessions, which would give entities the option to account or not to account for these rent concessions as lease modifications if the total payments required by the modified contract are substantially the same or less than the total payments required by the original contract. Entities making the election to account for these rent concessions as lease modifications would recognize the effects of rent abatements and rent deferrals on a prospective straight-line basis over the remainder of the modified contract. We have made the election to not perform a lease-by-lease analysis to determine whether contractual provisions in an existing lease agreement provide enforceable rights and obligations related to payment plans. By electing the FASB relief, we have also made an accounting policy election to not account for rent deferrals provided to lessees due to the COVID-19 pandemic as lease modifications. Lessees are required to pay the full outstanding balance of the rent deferred over the period of the payment plan.

Upon acquisition of a property, the purchase price and related acquisition costs (“total consideration”) are allocated to land, buildings, improvements, furniture, fixtures, and equipment, and intangible lease assets in accordance with FASB ASC 805, Business Combinations. Acquisition costs are capitalized in accordance with FASB ASC 805.

The allocation of total consideration, which is determined using inputs that are classified within Level 3 of the fair value hierarchy established by FASB ASC 820, Fair Value Measurement and Disclosures (“ASC 820”) (see Note 7), is based on management’s estimate of the property’s “as-if” vacant fair value and is calculated by using all available information such as the replacement cost of such asset, appraisals, property condition reports, market data and other related information. The allocation of the total consideration to intangible lease assets represents the value associated with the in-place leases, which may include lost rent,

leasing commissions, legal and other related costs, which the Company, as buyer of the property, did not have to incur to obtain the residents. If any debt is assumed in an acquisition, the difference between the fair value, which is estimated using inputs that are classified within Level 2 of the fair value hierarchy, and the face value of debt is recorded as a premium or discount and amortized as interest expense over the life of the debt assumed.

Real estate assets, including land, buildings, improvements, furniture, fixtures and equipment, and intangible lease assets are stated at historical cost less accumulated depreciation and amortization. Costs incurred in making repairs and maintaining real estate assets are expensed as incurred. Expenditures for improvements, renovations, and replacements are capitalized at cost. Real estate-related depreciation and amortization are computed on a straight-line basis over the estimated useful lives as described in the following table:

Construction in progress includes the cost of renovation projects being performed at the various properties. Once a project is complete, the historical cost of the renovation is placed into service in one of the categories above depending on the type of renovation project and is depreciated over the estimated useful lives as described in the table above.

Real estate assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The key inputs into our impairment analysis include, but are not limited to, the holding period, net operating income, and capitalization rates. In such cases, the Company will evaluate the recoverability of such real estate assets based on estimated future cash flows and the estimated liquidation value of such real estate assets, and provide for impairment if such undiscounted cash flows are insufficient to recover the carrying amount of the real estate asset. If impaired, the real estate asset will be written down to its estimated fair value. The Company’s impairment analysis identifies and evaluates events or changes in circumstances that indicate the carrying amount of a real estate investment may not be recoverable, including determining the period the Company will hold the rental property, net operating income, and the estimated capitalization rate for each respective real estate investment.

As of ~~September~~June 30, ~~2020,~~2021, the Company has 0t recorded any impairment on its real estate assets. WeHowever, we continue to monitor the impact of COVID-19 ~~on our real estate assets~~ (see ~~“Coronavirus~~“–Coronavirus (“COVID-19”)” for additional information, below).

The Company periodically classifies real estate assets as held for sale when certain criteria are met in accordance with GAAP. At that time, the Company presents the net real estate assets and the net debt associated with the real estate held for sale separately in its consolidated balance sheet, and the Company ceases recording depreciation and amortization expense related to that property. Real estate held for sale is reported at the lower of its carrying amount or its estimated fair value less estimated costs to sell. As of ~~September~~June 30, ~~2020,~~2021, there are 02 properties classified as held for sale. Held for sale assets on the consolidated balance sheet included approximately $0.2 million of accounts receivable and prepaid and other assets, and approximately $0.8 million of accounts payable, real estate taxes payable, security deposits, prepaid rents, and other accrued liabilities.

The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), and expects to continue to qualify as a REIT. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement to distribute annually at least 90% of its “REIT taxable income,” as defined by the Code, to its stockholders. As a REIT, the Company will be subject to federal income tax on its undistributed REIT taxable income and net capital gain and to a 4% nondeductible excise tax on any amount by which distributions it pays with respect to any calendar year are less than the sum of (1) 85% of its ordinary income, (2) 95% of its capital gain net income and (3) 100% of its undistributed income from prior years. The Company intends to operate in such a manner so as to qualify as a REIT, but no assurance can be given that the Company will operate in a manner so as to qualify as a REIT. Taxable income from certain non-REIT activities is managed through a TRS and is subject to applicable federal, state, and local income and margin taxes. The Company had no significant taxes associated with its TRS for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019.~~2020.

If the Company fails to meet these requirements, it could be subject to federal income tax on all of the Company’s taxable income at regular corporate rates for that year. The Company would not be able to deduct distributions paid to stockholders in any year in which it fails to qualify as a REIT. Additionally, the Company will also be disqualified from electing to be taxed as a REIT for

the four taxable years following the year during which qualification was lost unless the Company is entitled to relief under specific statutory provisions. As of ~~September~~June 30, ~~2020,~~2021, the Company believes it is in compliance with all applicable REIT requirements.

The Company evaluates the accounting and disclosure of tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” (greater than 50 percent probability) of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense in the current year. The Company’s management is required to analyze all open tax years, as defined by the statute of limitations, for all major jurisdictions, which include federal and certain states. The Company has no examinations in progress and none are expected at this time.

The Company recognizes its tax positions and evaluates them using a two-step process. First, the Company determines whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Second, the Company will determine the amount of benefit to recognize and record the amount that is more likely than not to be realized upon ultimate settlement.

The Company had 0 material unrecognized tax benefit or expense, accrued interest or penalties as of ~~September~~June 30, ~~2020.~~2021. The Company and its subsidiaries are subject to federal income tax as well as income tax of various state and local jurisdictions. The 2020, 2019 ~~2018~~ and ~~2017~~2018 tax years remain open to examination by tax jurisdictions to which the Company and its subsidiaries are subject. When applicable, the Company recognizes interest and/or penalties related to uncertain tax positions on its consolidated statements of operations and comprehensive income (loss).

~~In January 2016, the FASB issued ASU 2016-01,~~ ~~Recognition and Measurement of Financial Assets and Financial Liabilities~~ (“ASU 2016-01”), which changes certain recognition, measurement, presentation, and disclosure requirements for financial instruments. The ASU requires all equity investments, except those accounted for under the equity method of accounting or resulting in consolidation, to be measured at fair value with changes in fair value recognized in net income. The ASU also simplifies the impairment assessment for equity investments without readily determinable fair values, amends the presentation requirements for changes in the fair value of financial liabilities, requires presentation of financial instruments by measurement category and form of financial asset, and eliminates the requirement to disclose the methods and significant assumptions used in estimating the fair value of financial instruments. The ASU is effective for annual and interim periods in fiscal years beginning after December 15, 2018. The Company implemented the provisions of ASU 2016-01 as of January 1, 2019, and it did not have a material impact on the Company’s consolidated financial statements as the Company does not, nor does it expect to, have a material amount of financial assets or financial liabilities that would be subject to the provisions of ASU 2016-01.

~~In August 2016, the FASB issued ASU 2016-15,~~ ~~Classification of Certain Cash Receipts and Cash Payments~~ (Topic 230) (“ASU 2016-15) which amends the classification of cash payments for debt prepayment or debt extinguishment costs. Amendments to Topic 230 made by ASU 2016-15 require that any debt prepayment or debt extinguishment costs be classified as cash flows from financing activities. Debt extinguishment costs include third-party costs, premiums paid and other fees paid to creditors that are directly related to the debt prepayment or extinguishment. The Company adopted the provisions of ASU 2016-15 as of January 1, 2019 on a retrospective basis and it did not have a material impact on the Company’s consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. During the first half of 2020, the Company has elected to apply the hedge accounting expedients 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 corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company will continue to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

~~Beginning in January 2020, reports came out of Wuhan, China regarding~~As a ~~new virus which was determined to be highly contagious, more aggressive than typical viruses and for which there is no cure or vaccination at this time. As reported cases and deaths~~result of the COVID-19 ~~virus began increasing in February~~pandemic, the Company may experience difficulties collecting monthly rent on time, leasing additional apartment units and/or renewing leases with existing tenants, selling or purchasing properties and ~~continuing through~~accessing debt and equity capital on attractive terms, or at all. To date, the ~~date of this report, there~~Company has not been ~~a significant impact to the global economy generally. On March 11, 2020, the World Health Organization declared~~materially impacted by the COVID-19 ~~outbreak a pandemic. On March 13, 2020, President Trump declared a national emergency in~~pandemic and will continue to monitor the United States. Over the ensuing weeks, the President and the task force that was set up to deal with preparations across the country, announced sweeping and unprecedented actions to help slow the spreadimpact of the ~~virus.~~

~~The President’s task force recommended~~COVID-19 pandemic on all ~~citizens practice “social distancing” and other protocols to limit interaction between individuals for a period~~aspects of 15 days, which was later expanded for 30 days and ultimately expired on April 30, 2020. Also, many cities and states canceled school or went to online classes, colleges were ordered closed and went to online learning protocols, non-essential businesses such as restaurants or bars closed voluntarily or were ordered closed by local governments, other businesses closed their offices with employees working from home, many businesses canceled non-essential travel, families canceled vacations and airlines reduced traffic. While many of these restrictions and forced closures were initially lifted in varying degrees beginning in May, the recent spike in COVID-19 cases in the United States has caused many cities and states to reinstitute such restrictions and closures. In addition, the federal U.S. government has imposed restrictions on the entry of certain travelers into the United States and the U.S./Mexican and U.S./Canadian borders remain temporarily closed for all non-essential travel to limit the spread of the virus across countries.

Collectively, these actions, while for the benefit of public health, have had a significant impact on the American economy. The U.S. stock market initially experienced historic declines over an extraordinarily short period of time. Certain industries such as airlines, lodging, entertainment, gaming, cruise ships, plus industries closely associated with these industries have seen, and continue to see, unprecedented declines inits business.

The Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) imposed a moratorium on evictions and the charging of late fees, which expired on July 25, 2020. On September 4, 2020, the President issued an executive order, announcing a new moratorium that temporarily halts evictions through December 31, 2020.

As of ~~September~~June 30, ~~2020, 2,166~~2021, 3,630 residents were on payment plans due to the COVID-19 ~~crisis~~pandemic for a total of approximately ~~$2.8~~$5.8 million in rent. ~~The durations of~~For additional information regarding the ~~payment plans are determined on a case by case basis, in which time the tenant is expected to make rent payments in full. The Company has not granted any rent concessions to residents in response~~risks to the ~~crisis as~~Company related to the COVID-19 pandemic, or any other future pandemic, see Item 1A, Risk Factors of ~~September 30,~~our Annual Report on Form 10-K for the year ended December 31, 2020. ~~The Company continues to monitor the impact on this pandemic and its effect on future rent collections, valuation of real estate investments, liquidity and the ability to refinance or repay debt.~~

The Company conducts its operations through the OP, which owns the properties through single asset limited liability companies that are special purpose entities (“SPEs”). The Company consolidates the SPEs that it controls as well as any VIEs where it is the primary beneficiary. In connection with its indirect equity investments in the properties acquired, the Company, through the OP and the TRS, directly or indirectly holds 100% of the membership interests in SPEs that directly own the properties. All of the properties the SPEs own are consolidated in the Company’s consolidated financial statements. The assets of each entity can only be used to settle obligations of that particular entity, and the creditors of each entity have no recourse to the assets of other entities or the Company.

Additionally, the Company has in the past and may in the future enter into purchase and sale transactions structured as reverse like-kind exchanges (“1031 Exchanges”) under Section 1031 of the Code. For a reverse 1031 Exchange in which the Company purchases a new property prior to selling the property to be matched in the like-kind exchange (the Company refers to the new property being acquired in the 1031 Exchange prior to the sale of the related property as a “Parked Asset”), legal title to the Parked Asset is held by an Exchange Accommodation Titleholder (“EAT”) engaged to execute the 1031 Exchange until the sale transaction and the 1031 Exchange are completed. The Company, through a wholly owned subsidiary, enters into a master lease agreement with the EAT whereby the EAT leases the acquired property and all other rights acquired in connection with the acquisition to the Company. The term of the master lease agreement is the earlier of the completion of the reverse 1031 Exchange or 180 days from the

date that the property was acquired. The EAT is classified as a VIE as it does not have sufficient equity investment at risk to finance its activities without additional subordinated financial support. The Company consolidates the EAT as its primary beneficiary because it has the ability to control the activities that most significantly impact the EAT’s economic performance and the Company retains all of the legal and economic benefits and obligations related to the Parked Assets prior to completion of the 1031 Exchange. As such, the Parked Assets are included in the Company’s consolidated financial statements as VIEs until legal title is transferred to the Company upon either completion of the 1031 Exchange or termination of the master lease agreement, at which time they will be consolidated as wholly owned subsidiaries.

As of ~~September~~June 30, ~~2020,~~2021, the Company, through the OP and the wholly owned TRS, owned 3639 properties through SPEs. The following table represents the Company’s ownership in each property by virtue of its 100% ownership of the SPEs that directly own the title to each property as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019:~~2020:

				Effective Ownership Percentage at									Effective Ownership Percentage at
Property Name		Location	Year Acquired	September 30, 2020			December 31, 2019				Location	Year Acquired	June 30, 2021			December 31, 2020
Arbors on Forest Ridge		Bedford, Texas	2014		100	%		100	%		Bedford, Texas	2014		100	%		100	%
Cutter's Point		Richardson, Texas	2014		100	%		100	%		Richardson, Texas	2014		100	%		100	%
Eagle Crest	(1)	Irving, Texas	2014		—			100	%
Silverbrook		Grand Prairie, Texas	2014		100	%		100	%		Grand Prairie, Texas	2014		100	%		100	%
Beechwood Terrace		Antioch, Tennessee	2014		100	%		100	%	(1)	Antioch, Tennessee	2014		100	%		100	%
Willow Grove	(1)	Nashville, Tennessee	2014		—			100	%
Woodbridge	(1)	Nashville, Tennessee	2014		—			100	%
The Summit at Sabal Park		Tampa, Florida	2014		100	%		100	%		Tampa, Florida	2014		100	%		100	%
Courtney Cove		Tampa, Florida	2014		100	%		100	%		Tampa, Florida	2014		100	%		100	%
Radbourne Lake		Charlotte, North Carolina	2014		100	%		100	%		Charlotte, North Carolina	2014		100	%		100	%
Timber Creek		Charlotte, North Carolina	2014		100	%		100	%		Charlotte, North Carolina	2014		100	%		100	%
Sabal Palm at Lake Buena Vista		Orlando, Florida	2014		100	%		100	%		Orlando, Florida	2014		100	%		100	%
Southpoint Reserve at Stoney Creek	(1)	Fredericksburg, Virginia	2014		—			100	%
Cornerstone		Orlando, Florida	2015		100	%		100	%		Orlando, Florida	2015		100	%		100	%
The Preserve at Terrell Mill		Marietta, Georgia	2015		100	%		100	%		Marietta, Georgia	2015		100	%		100	%
Versailles		Dallas, Texas	2015		100	%		100	%		Dallas, Texas	2015		100	%		100	%
Seasons 704 Apartments		West Palm Beach, Florida	2015		100	%		100	%		West Palm Beach, Florida	2015		100	%		100	%
Madera Point		Mesa, Arizona	2015		100	%		100	%		Mesa, Arizona	2015		100	%		100	%
Venue at 8651		Fort Worth, Texas	2015		100	%		100	%		Fort Worth, Texas	2015		100	%		100	%
Parc500		West Palm Beach, Florida	2016		100	%		100	%		West Palm Beach, Florida	2016		100	%		100	%
The Venue on Camelback	(2)	Phoenix, Arizona	2016		100	%		100	%	(2)	Phoenix, Arizona	2016		100	%		100	%
Old Farm		Houston, Texas	2016		100	%		100	%		Houston, Texas	2016		100	%		100	%
Stone Creek at Old Farm		Houston, Texas	2016		100	%		100	%		Houston, Texas	2016		100	%		100	%
Hollister Place		Houston, Texas	2017		100	%		100	%		Houston, Texas	2017		100	%		100	%
Rockledge Apartments		Marietta, Georgia	2017		100	%		100	%		Marietta, Georgia	2017		100	%		100	%
Atera Apartments		Dallas, Texas	2017		100	%		100	%		Dallas, Texas	2017		100	%		100	%
Cedar Pointe	(3)	Antioch, Tennessee	2018		100	%		100	%	(1)	Antioch, Tennessee	2018		100	%		100	%
Crestmont Reserve		Dallas, Texas	2018		100	%		100	%		Dallas, Texas	2018		100	%		100	%
Brandywine I & II		Nashville, Tennessee	2018		100	%		100	%		Nashville, Tennessee	2018		100	%		100	%
Bella Vista	(4)	Phoenix, Arizona	2019		100	%		100	%		Phoenix, Arizona	2019		100	%		100	%
The Enclave	(4)	Tempe, Arizona	2019		100	%		100	%		Tempe, Arizona	2019		100	%		100	%
The Heritage	(4)	Phoenix, Arizona	2019		100	%		100	%		Phoenix, Arizona	2019		100	%		100	%
Summers Landing		Fort Worth, Texas	2019		100	%		100	%		Fort Worth, Texas	2019		100	%		100	%
Residences at Glenview Reserve	(5)	Nashville, Tennessee	2019		100	%		100	%		Nashville, Tennessee	2019		100	%		100	%
Residences at West Place	(5)	Orlando, Florida	2019		100	%		100	%		Orlando, Florida	2019		100	%		100	%
Avant at Pembroke Pines		Pembroke Pines, Florida	2019		100	%		100	%		Pembroke Pines, Florida	2019		100	%		100	%
Arbors of Brentwood		Nashville, Tennessee	2019		100	%		100	%		Nashville, Tennessee	2019		100	%		100	%
Torreyana Apartments	(6)	Las Vegas, Nevada	2019		100	%		100	%	(3)	Las Vegas, Nevada	2019		100	%		100	%
Bloom	(6)	Las Vegas, Nevada	2019		100	%		100	%	(3)	Las Vegas, Nevada	2019		100	%		100	%
Bella Solara	(6)	Las Vegas, Nevada	2019		100	%		100	%	(3)	Las Vegas, Nevada	2019		100	%		100	%
Fairways at San Marcos											Chandler, AZ	2020		100	%		100	%
The Verandas at Lake Norman										(4)	Charlotte, North Carolina	2021		100	%		0	%	(5)
Creekside at Matthews										(4)	Charlotte, North Carolina	2021		100	%		0	%	(5)

As of ~~September~~June 30, ~~2020,~~2021, the Company was invested in a total of 3639 multifamily properties, as listed below:

							Average Effective Monthly Rent Per Unit *(1) as of				% Occupied *(2) as of												Average Effective Monthly Rent Per Unit (1) as of					% Occupied (2) as of
Property Name		Rentable Square Footage (in thousands)		Number of Units		Date Acquired	September 30, 2020		December 31, 2019		September 30, 2020			December 31, 2019				Rentable Square Footage (in thousands)		Number of Units (3)		Date Acquired	June 30, 2021		December 31, 2020			June 30, 2021			December 31, 2020
Arbors on Forest Ridge			155		210	1/31/2014	$	911	$	894		95.2	%		95.7	%			155		210	1/31/2014	$	926	$	917			98.1	%		94.3	%
Cutter's Point	(3)		198		—	1/31/2014		—		—		0.0	%		0.0	%			198		196	1/31/2014		1,257		1,112			100.0	%		95.0	%
Silverbrook			526		642	1/31/2014		909		870		98.1	%		95.5	%			526		642	1/31/2014		970		926			95.8	%		94.9	%
Beechwood Terrace			272		300	7/21/2014		955		937		94.7	%		91.3	%	(4)		272		300	7/21/2014		986		947			96.3	%		95.7	%
The Summit at Sabal Park			205		252	8/20/2014		1,019		1,010		96.4	%		97.2	%			205		252	8/20/2014		1,069		1,033			96.8	%		96.0	%
Courtney Cove			225		324	8/20/2014		960		927		95.1	%		94.8	%			225		324	8/20/2014		983		946			97.2	%		93.5	%
Radbourne Lake			247		225	9/30/2014		1,124		1,118		97.3	%		90.7	%			247		225	9/30/2014		1,137		1,137			96.9	%		89.8	%
Timber Creek			248		352	9/30/2014		946		916		96.0	%		94.9	%			248		352	9/30/2014		972		949			96.4	%		93.5	%
Sabal Palm at Lake Buena Vista			371		400	11/5/2014		1,275		1,270		88.5	%		93.8	%			371		400	11/5/2014		1,267		1,259			96.5	%		95.0	%
Cornerstone			318		430	1/15/2015		1,051		1,053		94.9	%		95.6	%			318		430	1/15/2015		1,081		1,056			95.8	%		91.2	%
The Preserve at Terrell Mill			692		752	2/6/2015		983		969		96.1	%		94.9	%			692		752	2/6/2015		1,048		1,006			95.1	%		95.5	%
Versailles			301		388	2/26/2015		915		923		95.6	%		93.0	%			301		388	2/26/2015		948		925			93.8	%		94.3	%
Seasons 704 Apartments			217		222	4/15/2015		1,189		1,155		97.7	%		94.6	%			217		222	4/15/2015		1,269		1,209			98.2	%		98.6	%
Madera Point			193		256	8/5/2015		972		924		95.7	%		96.1	%			193		256	8/5/2015		1,009		980			98.0	%		93.8	%
Venue at 8651			289		333	10/30/2015		935		924		94.9	%		96.1	%			289		333	10/30/2015		967		933			96.7	%		93.4	%
Parc500			266		217	7/27/2016		1,322		1,304		97.2	%		93.1	%			266		217	7/27/2016		1,385		1,340			97.7	%		97.7	%
The Venue on Camelback			256		415	10/11/2016		810		777		94.0	%		94.2	%			256		415	10/11/2016		852		821			95.2	%		93.7	%
Old Farm			697		734	12/29/2016		1,134		1,162		95.0	%		92.8	%			697		734	12/29/2016		1,132		1,133			93.6	%		92.1	%
Stone Creek at Old Farm			186		190	12/29/2016		1,195		1,194		92.1	%		95.8	%			186		190	12/29/2016		1,177		1,194			97.8	%		92.1	%
Hollister Place			246		260	2/1/2017		971		995		95.4	%		93.1	%			246		260	2/1/2017		996		1,007			98.6	%		91.2	%
Rockledge Apartments			802		708	6/30/2017		1,255		1,260		94.6	%		95.3	%			802		708	6/30/2017		1,309		1,261			96.0	%		95.5	%
Atera Apartments			334		380	10/25/2017		1,275		1,256		92.4	%		93.4	%			334		380	10/25/2017		1,248		1,247			95.5	%		92.1	%
Cedar Pointe			224		210	8/24/2018		1,080		1,066		96.2	%		91.4	%	(4)		224		210	8/24/2018		1,104		1,075			96.7	%		96.2	%
Crestmont Reserve			199		242	9/26/2018		895		902		94.6	%		94.2	%			199		242	9/26/2018		890		895			95.5	%		98.8	%
Brandywine I & II			414		632	9/26/2018		970		978		92.4	%		93.7	%			414		632	9/26/2018		953		960			97.2	%		94.3	%
Bella Vista			243		248	1/28/2019		1,291		1,265		97.6	%		97.2	%			243		248	1/28/2019		1,342		1,320			98.0	%		95.6	%
The Enclave			194		204	1/28/2019		1,373		1,295		95.6	%		93.6	%			194		204	1/28/2019		1,380		1,355			99.0	%		97.5	%
The Heritage			199		204	1/28/2019		1,285		1,265		97.1	%		96.6	%			199		204	1/28/2019		1,340		1,298			95.6	%		94.1	%
Summers Landing			139		196	6/7/2019		932		920		96.4	%		91.8	%			139		196	6/7/2019		968		941			97.4	%		95.9	%
Residences at Glenview Reserve			344		360	7/17/2019		989		977		94.7	%		94.4	%			344		360	7/17/2019		1,006		993			95.3	%		92.8	%
Residences at West Place			345		342	7/17/2019		1,252		1,211		90.1	%		92.7	%			345		342	7/17/2019		1,226		1,214			96.5	%		90.1	%
Avant at Pembroke Pines			1,442		1,520	8/30/2019		1,523		1,498		95.9	%		93.7	%			1,442		1,520	8/30/2019		1,565		1,515			95.4	%		94.4	%
Arbors of Brentwood			325		346	9/10/2019		1,200		1,192		93.9	%		96.2	%			325		346	9/10/2019		1,206		1,194			95.7	%		91.3	%
Torreyana Apartments			309		315	11/22/2019		1,189		1,171		95.9	%		95.6	%			309		315	11/22/2019		1,229		1,184			99.4	%		93.0	%
Bloom			498		528	11/22/2019		1,103		1,105		93.9	%		90.9	%			498		528	11/22/2019		1,182		1,120			93.6	%		94.1	%
Bella Solara			271		320	11/22/2019		1,091		1,136		95.0	%		91.9	%			271		320	11/22/2019		1,157		1,128			95.3	%		91.6	%
Fairways at San Marcos																			340		352	11/2/2020		1,312		1,232			95.7	%		96.0	%
The Verandas at Lake Norman																			241		264	6/30/2021		1,120		—	(5)		98.5	%		—		(5)
Creekside at Matthews																			263		240	6/30/2021		1,271		—	(5)		97.9	%		—		(5)
			12,390		13,657														13,234		14,709

As of ~~September~~June 30, ~~2020,~~2021, the major components of the Company’s investments in multifamily properties were as follows (in thousands):

Operating Properties	Land		Buildings and Improvements			Intangible Lease Assets		Construction in Progress		Furniture, Fixtures and Equipment			Totals			Land		Buildings and Improvements			Intangible Lease Assets		Construction in Progress			Furniture, Fixtures and Equipment			Totals
Arbors on Forest Ridge	$	2,330	$	11,681		$	—	$	—	$	1,629		$	15,640		$	2,330	$	11,689		$	—	$	37		$	1,725		$	15,781
Cutter's Point		3,330		2,623			—		8,647		1,897			16,497			3,330		13,318			—		3,269			2,053			21,970
Silverbrook		4,860		27,240			—		—		4,958			37,058			4,860		27,302			—		43			5,321			37,526
Beechwood Terrace		1,390		22,214			—		32		2,745			26,381
The Summit at Sabal Park		5,770		13,709			—		—		1,781			21,260			5,770		13,763			—		—			1,890			21,423
Courtney Cove		5,880		13,674			—		31		2,124			21,709			5,880		13,942			—		312			2,265			22,399
Radbourne Lake		2,440		22,580			—		—		2,112			27,132			2,440		22,733			—		—			2,272			27,445
Timber Creek		11,260		14,123			—		—		3,373			28,756			11,260		13,261			—		48			3,611			28,180
Sabal Palm at Lake Buena Vista		7,580		42,393			—		—		2,320			52,293			7,580		42,415			—		2			2,563			52,560
Cornerstone		1,500		30,769			—		—		3,278			35,547			1,500		30,808			—		—			3,534			35,842
The Preserve at Terrell Mill		10,170		49,934			—		1,008		6,993			68,105			10,170		52,079			—		777			8,121			71,147
Versailles		6,720		21,758			—		—		3,835			32,313			6,720		21,776			—		4			3,939			32,439
Seasons 704 Apartments		7,480		14,392			—		—		1,686			23,558			7,480		14,546			—		—			1,914			23,940
Madera Point		4,920		17,901			—		15		2,236			25,072			4,920		17,973			—		—			2,432			25,325
Venue at 8651		2,350		17,465			—		16		3,477			23,308			2,350		16,695			—		407			3,654			23,106
Parc500		3,860		20,887			—		1		3,735			28,483			3,860		21,054			—		9			3,989			28,912
The Venue on Camelback		8,340		38,075			—		41		2,385			48,841			8,340		38,216			—		17			2,907			49,480
Old Farm		11,078		70,827			—		9		3,304			85,218			11,078		70,817			—		128			3,643			85,666
Stone Creek at Old Farm		3,493		19,462			—		—		774			23,729			3,493		19,363			—		115			828			23,799
Hollister Place		2,782		21,843			—		—		2,482			27,107			2,782		21,152			—		386			2,645			26,965
Rockledge Apartments		17,451		96,511			—		123		5,255			119,340			17,451		97,020			—		169			5,550			120,190
Atera Apartments		22,371		37,514			—		6		2,164			62,055			22,371		36,736			—		915			2,261			62,283
Cedar Pointe		2,371		24,268			—		2		1,529			28,170
Crestmont Reserve		4,124		20,933			—		1		1,384			26,442			4,124		21,048			—		—			1,454			26,626
Brandywine I & II		6,237		73,532			—		7		3,929			83,705			6,237		73,668			—		—			4,536			84,441
Bella Vista		10,942		36,759			—		—		2,006			49,707			10,942		36,856			—		74			2,440			50,312
The Enclave		11,046		30,289			—		—		1,683			43,018			11,046		30,336			—		38			2,127			43,547
The Heritage		6,835		34,746			—		—		1,693			43,274			6,835		34,808			—		—			2,079			43,722
Summers Landing		1,798		17,884			—		4		644			20,330			1,798		18,047			—		3			708			20,556
Residences at Glenview Reserve		3,367		41,732			—		68		1,279			46,446			3,367		42,267			—		(15	)		2,041			47,660
Residences at West Place		3,345		51,642			—		53		997			56,037			3,345		51,963			—		246			1,324			56,878
Avant at Pembroke Pines		48,436		268,417			—		5,173		6,944			328,970			48,434		274,974			—		1,752			9,644			334,804
Arbors of Brentwood		6,346		55,717			—		26		1,054			63,143			6,346		55,886			—		—			1,829			64,061
Torreyana Apartments		23,824		43,236			—		248		1,006			68,314			23,824		43,612			—		30			1,212			68,678
Bloom		23,805		81,208			—		721		1,614			107,348			23,805		82,238			—		166			2,166			108,375
Bella Solara		12,605		52,855			—		193		999			66,652			12,605		53,306			—		27			1,513			67,451
Fairways at San Marcos																	10,993		72,048			—		528			1,248			84,817
The Verandas at Lake Norman																	9,510		52,758			971		—			541			63,780
Creekside at Matthews																	11,515		45,250			1,001		—			490			58,256
		312,436		1,460,793			—		16,425		91,304			1,880,958			340,691		1,605,723			1,972		9,487			102,469			2,060,342
Accumulated depreciation and amortization		—		(139,598	)		—		—		(56,202	)		(195,800	)		—		(172,804	)		—		—			(70,148	)		(242,952	)
Total Operating Properties	$	312,436	$	1,321,195		$	—	$	16,425	$	35,102		$	1,685,158		$	340,691	$	1,432,919		$	1,972	$	9,487		$	32,321		$	1,817,390

Held For Sale Properties
Beechwood Terrace																	1,390		22,281			—		—			2,905			26,576
Cedar Pointe																	2,372		24,284			—		—			1,646			28,302
Accumulated depreciation and amortization																	—		(7,537	)		—		—			(3,491	)		(11,028	)
Total Held For Sale Properties																$	3,762	$	39,028		$	—	$	—		$	1,060		$	43,850

Total																$	344,453	$	1,471,947		$	1,972	$	9,487		$	33,381		$	1,861,240

As of December 31, ~~2019,~~2020, the major components of the Company’s investments in multifamily properties were as follows (in thousands):

Operating Properties	Land		Buildings and Improvements			Intangible Lease Assets			Construction in Progress		Furniture, Fixtures and Equipment			Totals			Land		Buildings and Improvements			Intangible Lease Assets			Construction in Progress		Furniture, Fixtures and Equipment			Totals
Arbors on Forest Ridge	$	2,330	$	11,585		$	—		$	—	$	1,520		$	15,435		$	2,330	$	11,682		$	—		$	17	$	1,650		$	15,679
Cutter's Point		3,330		2,563			—			2,648		1,878			10,419			3,330		8,035			—			4,983		2,044			18,392
Eagle Crest		5,450		23,830			—			—		1,832			31,112
Silverbrook		4,860		27,091			—			—		4,630			36,581			4,860		27,256			—			3		5,049			37,168
Beechwood Terrace		1,390		22,000			—			70		2,535			25,995			1,390		22,233			—			32		2,791			26,446
The Summit at Sabal Park		5,770		13,600			—			—		1,598			20,968			5,770		13,749			—			—		1,813			21,332
Courtney Cove		5,880		13,413			—			2		1,982			21,277			5,880		13,713			—			114		2,165			21,872
Radbourne Lake		2,440		22,465			—			—		1,997			26,902			2,440		22,617			—			—		2,147			27,204
Timber Creek		11,260		13,993			—			—		2,939			28,192			11,260		13,245			—			42		3,473			28,020
Sabal Palm at Lake Buena Vista		7,580		41,841			—			492		2,108			52,021			7,580		42,401			—			—		2,391			52,372
Cornerstone		1,500		30,653			—			—		2,977			35,130			1,500		30,781			—			2		3,343			35,626
The Preserve at Terrell Mill		10,170		49,216			—			8		6,183			65,577			10,170		50,757			—			1,524		7,310			69,761
Versailles		6,720		21,688			—			8		3,736			32,152			6,720		21,766			—			—		3,861			32,347
Seasons 704 Apartments		7,480		14,336			—			—		1,482			23,298			7,480		14,418			—			18		1,743			23,659
Madera Point		4,920		17,615			—			—		2,042			24,577			4,920		17,926			—			—		2,273			25,119
Venue at 8651		2,350		18,192			—			21		3,330			23,893			2,350		17,473			—			106		3,531			23,460
Parc500		3,860		20,821			—			193		3,202			28,076			3,860		20,927			—			22		3,827			28,636
The Venue on Camelback		8,340		37,992			—			—		2,086			48,418			8,340		38,106			—			37		2,570			49,053
Old Farm		11,078		70,670			—			40		2,950			84,738			11,078		70,846			—			24		3,419			85,367
Stone Creek at Old Farm		3,493		19,436			—			1		716			23,646			3,493		19,471			—			—		792			23,756
Hollister Place		2,782		21,788			—			—		2,159			26,729			2,782		21,884			—			—		2,555			27,221
Rockledge Apartments		17,451		96,108			—			134		4,759			118,452			17,451		96,902			—			86		5,363			119,802
Atera Apartments		22,371		37,442			—			8		2,044			61,865			22,371		37,525			—			9		2,188			62,093
Cedar Pointe		2,372		24,193			—			24		1,268			27,857			2,371		24,268			—			—		1,577			28,216
Crestmont Reserve		4,124		20,613			—			—		1,272			26,009			4,124		20,955			—			19		1,411			26,509
Brandywine I & II		6,237		73,004			—			58		3,148			82,447			6,237		73,613			—			6		4,072			83,928
Bella Vista		10,942		36,690			—			—		1,500			49,132			10,942		36,787			—			—		2,110			49,839
The Enclave		11,046		30,224			—			24		1,176			42,470			11,046		30,308			—			—		1,856			43,210
The Heritage		6,835		34,580			—			—		1,246			42,661			6,835		34,761			—			—		1,793			43,389
Summers Landing		1,798		16,958			—			35		528			19,319			1,798		17,909			—			43		670			20,420
Residences at Glenview Reserve		3,367		40,202			—			11		837			44,417			3,367		42,027			—			14		1,495			46,903
Residences at West Place		3,345		50,884			—			244		810			55,283			3,345		51,802			—			154		1,049			56,350
Avant at Pembroke Pines		48,436		266,103			6,989			217		5,376			327,121			48,436		272,436			—			2,847		7,977			331,696
Arbors of Brentwood		6,346		54,995			1,215			137		779			63,472			6,346		55,777			—			21		1,118			63,262
Torreyana Apartments		23,823		42,721			1,201			—		655			68,400			23,824		43,489			—			122		1,047			68,482
Bloom		23,805		80,365			1,851			—		1,095			107,116			23,805		81,714			—			494		1,782			107,795
Bella Solara		12,605		52,449			1,158			—		663			66,875			12,605		53,134			—			57		1,228			67,024
Fairways at San Marcos																		10,993		71,422			1,675			—		745			84,835
		317,886		1,472,319			12,414			4,375		81,038			1,888,032			323,429		1,544,115			1,675			10,796		96,228			1,976,243
Accumulated depreciation and amortization		—		(105,335	)		(6,171	)		—		(41,046	)		(152,552	)		—		(153,063	)		(558	)		—		(61,873	)		(215,494	)
Total Operating Properties	$	317,886	$	1,366,984		$	6,243		$	4,375	$	39,992		$	1,735,480		$	323,429	$	1,391,052		$	1,117		$	10,796	$	34,355		$	1,760,749

Held For Sale Properties
Southpoint Reserve at Stoney Creek		6,120		11,502			—			1		968			18,591
Woodbridge		3,650		13,296			—			—		1,934			18,880
Willow Grove		3,940		10,946			—			—		1,832			16,718
		13,710		35,744			—			1		4,734			54,189
Accumulated depreciation and amortization		—		(5,390	)		—			—		(2,469	)		(7,859	)
Total Held For Sale Properties	$	13,710	$	30,354		$	—		$	1	$	2,265		$	46,330

Total	$	331,596	$	1,397,338		$	6,243		$	4,376	$	42,257		$	1,781,810

Depreciation expense was ~~$17.7~~$19.7 million and ~~$14.1~~$20.0 million for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. Depreciation expense was ~~$56.2~~$39.6 million and ~~$39.0~~$38.5 million for the ~~nine~~six months ended ~~September~~June 30, 2021 and 2020, ~~and 2019,~~ respectively.

Amortization expense related to the Company’s intangible lease assets was ~~$0.0~~$0.3 million and ~~$3.1~~$1.4 million for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. Amortization expense related to the Company’s intangible lease assets was ~~$6.2~~$1.1 million and ~~$6.7~~$6.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. Amortization expense related to the Company’s intangible lease assets for all acquisitions completed through ~~September~~June 30, ~~2020~~2021 is expected to be ~~$0.0~~$2.0 million for the remainder of the year ended December 31, ~~2020.~~2021. Due to the six-month useful life attributable to intangible lease assets, the value of intangible lease assets on any acquisition prior to ~~March~~December 31, 2020 has been fully amortized and the assets and related accumulated amortization have been written off as of ~~September~~June 30, ~~2020.~~2021.

~~There were 0 acquisitions of real estate during the nine months ended September 30, 2020.~~ The Company acquired ~~8 properties for approximately $635.7 million during the nine months ended September 30, 2019.~~

~~The Company sold 4~~2 properties during the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, as detailed in the table below (dollars in thousands). There were 0 acquisitions of real estate during the six months ended June 30, 2020.

There were 0 dispositions of real estate during the six months ended June 30, 2021. The Company sold 63 properties for approximately ~~$289.9~~$86.5 million during the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020.

On October 20, 2019, as a result of a tornado, the Cutter’s Point property suffered significant property damage. The damage incurred rendered the property inoperable; therefore, the Company has ceased operations at the property as it is under reconstruction. In relation to this event, the Company wrote down the carrying value of Cutter’s Point by approximately $7.8 million, and, in accordance with ASC 610 Other Income,, the Company recognized approximately $3.5 million in casualty losses on the consolidated ~~statements~~statement of operations and comprehensive income during the year ended December 31, 2019. Also, the Company filed a business interruption insurance claim and recognized approximately $0.6 million for the lost rent, which is included in miscellaneous income on the consolidated statements of operations and comprehensive income for the year ended December 31, 2019. For the three and nine months ended September 30, 2020, the Company recognized approximately $0.3 million and $1.4 million for lost rents, which is included in miscellaneous income on the consolidated statements of operations and comprehensive income (loss). Lost rental income is insured and the Company expects any operating losses resulting from the damage to be immaterial while the property undergoes reconstruction. Starting November 1, 2019, the Company began capitalizing insurance expense, real estate taxes, interest expense and debt issuance costs to construction in progress and stopped depreciation due to Cutter’s Point being under ~~reconstruction.~~development. As of ~~September~~June 30, ~~2020,~~2021, approximately $0.8 million of these costs have been capitalized. During the six months ended June 30, 2021, Cutter's Point recognized $1.1 million in casualty gains on the consolidated statements of operations and comprehensive income (loss) in relation to this event. The Company filed a business interruption insurance claim and recognized approximately $0.6 million for the lost rent, which is included in miscellaneous income on the consolidated statement of operations and comprehensive income (loss) for the six months ended June 30, 2021. Upon completion of Phase I of the rebuild efforts, the Company returned 60 units to service in 2020; On June 21, 2021, 80 downed units were returned to service, of which 17 were occupied as of June 30, 2021. The remaining 56 units are currently being rebuilt as part of Phase II of the rebuild with an expected return to service late in 2021. As of ~~September~~June 30, ~~2020,~~2021, we excluded 136 of the Cutter’s Point ~~was excluded~~units from the ~~portfolio’s~~Portfolio’s total unit count ~~and all same store pools~~ due to the limited amount of time the 80 returned units were available for the period ending June 30, 2021, and property ~~temporarily ceasing operations while it under goes~~ reconstruction on 56 units which is estimated to be completed in 2021.

On June 10, 2020, as a result of a fire, the Venue 8651 property suffered property damage. In relation to this event, the Company wrote down the carrying value of Venue 8651 by approximately $0.6 million, and, in accordance with ASC 610 Other Income,, the Company recognized approximately ~~$0.4~~$0.2 million in net casualty gains which is included in property operating expense on the consolidated statements of operations and comprehensive income (loss) during the ~~nine~~year ended December 31, 2020. During the six months ended ~~September~~June 30, ~~2020.~~2021, Venue 8651 recognized approximately $0.1 million in business interruption proceeds for lost rent which is included in miscellaneous income on the consolidated statements of operations and comprehensive income (loss). As of June 30, 2021, we excluded 26 of the Venue 8651 units from the Portfolio’s total unit count and all same store pools due to the property reconstruction which is estimated to be completed in 2021.

On November 26, 2020, as a result of a fire, the Timber Creek property suffered property damage. In relation to this event, the Company wrote down the carrying value of Timber Creek by approximately $0.6 million. During the six months ended June 30, 2021, Timber Creek recognized approximately $0.1 million in business interruption proceeds for lost rent which is included in miscellaneous income on the consolidated statements of operations and comprehensive income (loss). As of June 30, 2021, we excluded 15 of the Timber Creek units from the Portfolio’s total unit count and all same store pools due to the property reconstruction which is estimated to be completed in 2021.

In February of 2021, as a result of winter storm Uri, Atera, Hollister Place, Old Farm, Stone Creek, and Venue 8651 each sustained significant property damage. In relation to this event, the Company wrote down the carrying value of the impacted properties by approximately $2.0 million. For the six months ended June 30, 2021, approximately $0.1 million of business interruption

for lost rent was recognized which is included in miscellaneous income on the consolidated statements of operations and comprehensive income (loss). During the six months ended June 30, 2021, the Company recognized $1.3 million in casualty gains on the consolidated statements of operations and comprehensive income (loss) in relation to this event. As of June 30, 2021, 72 units damaged by winter storm Uri are excluded from the Portfolio’s total unit count and all same store pools due to the properties reconstruction which are estimated to be completed in 2021.

The following table contains summary information concerning the mortgage debt of the Company as of ~~September~~June 30, ~~2020~~2021 (dollars in thousands):

Operating Properties		Type	Term (months)		Outstanding Principal (1)				Interest Rate (2)	Maturity Date		Type	Term (months)		Outstanding Principal (1)				Interest Rate (2)	Maturity Date
Arbors on Forest Ridge	(3)	Floating		84	$	13,130			1.83%	7/1/2024	(3)	Floating		84	$	13,130			1.78%	7/1/2024
Cutter's Point	(3)	Floating		84		16,640			1.83%	7/1/2024	(3)	Floating		84		16,640			1.78%	7/1/2024
Silverbrook	(3)	Floating		84		30,590			1.83%	7/1/2024	(3)	Floating		84		30,590			1.78%	7/1/2024
Beechwood Terrace	(3)	Floating		84		23,365			1.59%	9/1/2025
The Summit at Sabal Park	(3)	Floating		84		13,560			1.77%	7/1/2024	(3)	Floating		84		13,560			1.72%	7/1/2024
Courtney Cove	(3)	Floating		84		13,680			1.77%	7/1/2024	(3)	Floating		84		13,680			1.72%	7/1/2024
The Preserve at Terrell Mill	(3)	Floating		84		42,480			1.77%	7/1/2024	(3)	Floating		84		42,480			1.72%	7/1/2024
Versailles	(3)	Floating		84		23,880			1.77%	7/1/2024	(3)	Floating		84		23,880			1.72%	7/1/2024
Seasons 704 Apartments	(3)	Floating		84		17,460			1.77%	7/1/2024	(3)	Floating		84		17,460			1.72%	7/1/2024
Madera Point	(3)	Floating		84		15,150			1.77%	7/1/2024	(3)	Floating		84		15,150			1.72%	7/1/2024
Venue at 8651	(3)	Floating		84		13,734			1.93%	7/1/2024	(3)	Floating		84		13,734			1.88%	7/1/2024
The Venue on Camelback	(3)	Floating		84		28,093			1.83%	7/1/2024	(3)	Floating		84		28,093			1.78%	7/1/2024
Old Farm	(3)	Floating		84		52,886			1.83%	7/1/2024	(3)	Floating		84		52,886			1.78%	7/1/2024
Stone Creek at Old Farm	(3)	Floating		84		15,274			1.83%	7/1/2024	(3)	Floating		84		15,274			1.78%	7/1/2024
Timber Creek	(3)	Floating		84		24,100			1.41%	10/1/2025	(3)	Floating		84		24,100			1.36%	10/1/2025
Radbourne Lake	(3)	Floating		84		20,000			1.44%	10/1/2025	(3)	Floating		84		20,000			1.39%	10/1/2025
Sabal Palm at Lake Buena Vista	(3)	Floating		84		42,100			1.45%	9/1/2025	(3)	Floating		84		42,100			1.40%	9/1/2025
Cornerstone	(4)	Fixed		120		21,420			4.24%	3/1/2023	(4)	Fixed		120		21,052			4.24%	3/1/2023
Parc500	(5)	Fixed		120		15,021			4.49%	8/1/2025	(5)	Fixed		120		14,809			4.49%	8/1/2025
Hollister Place	(3)	Floating		84		14,811			1.49%	10/1/2025	(3)	Floating		84		14,811			1.44%	10/1/2025
Rockledge Apartments	(3)	Floating		84		68,100			1.72%	7/1/2024	(3)	Floating		84		68,100			1.67%	7/1/2024
Atera Apartments	(3)	Floating		84		29,500			1.63%	11/1/2024	(3)	Floating		84		29,500			1.58%	11/1/2024
Cedar Pointe	(6)	Floating		84		17,300			1.50%	9/1/2025
Crestmont Reserve	(3)	Floating		84		12,061			1.33%	10/1/2025	(3)	Floating		84		12,061			1.28%	10/1/2025
Brandywine I & II	(3)	Floating		84		43,835			1.33%	10/1/2025	(3)	Floating		84		43,835			1.28%	10/1/2025
Bella Vista	(6)	Floating		84		29,040			1.47%	2/1/2026	(6)	Floating		84		29,040			1.42%	2/1/2026
The Enclave	(6)	Floating		84		25,322			1.47%	2/1/2026	(6)	Floating		84		25,322			1.42%	2/1/2026
The Heritage	(6)	Floating		84		24,625			1.47%	2/1/2026	(6)	Floating		84		24,625			1.42%	2/1/2026
Summers Landing	(7)	Floating		84		10,109			1.33%	10/1/2025	(7)	Floating		84		10,109			1.28%	10/1/2025
Residences at Glenview Reserve	(8)	Floating		84		26,560			1.59%	10/1/2025	(8)	Floating		84		26,560			1.54%	10/1/2025
Residences at West Place	(8)	Fixed		120		33,817			4.24%	10/1/2028	(8)	Fixed		120		33,817			4.24%	10/1/2028
Avant at Pembroke Pines	(3)	Floating		84		177,100			1.58%	9/1/2026	(3)	Floating		84		177,101			1.53%	9/1/2026
Arbors of Brentwood	(3)	Floating		84		34,237			1.58%	10/1/2026	(3)	Floating		84		34,237			1.53%	10/1/2026
Torreyana Apartments	(6)	Floating		84		37,400			1.85%	12/1/2026	(6)	Floating		84		37,400			1.80%	12/1/2026
Bloom	(6)	Floating		84		58,850			1.85%	12/1/2026	(6)	Floating		84		58,850			1.80%	12/1/2026
Bella Solara	(6)	Floating		84		36,575			1.85%	12/1/2026	(6)	Floating		84		36,575			1.80%	12/1/2026
Fairways at San Marcos											(6)	Floating		84		46,464			2.16%	12/1/2027
The Verandas at Lake Norman											(9)	Floating		84		34,925			1.88%	7/1/2028
Creekside at Matthews											(9)	Floating		84		31,900			1.88%	7/1/2028
					$	1,121,805									$	1,193,850
Fair market value adjustment						1,312		(9)								1,160		(10)
Deferred financing costs, net of accumulated amortization of $3,348						(6,544	)
Deferred financing costs, net of accumulated amortization of $4,303																(6,063	)
					$	1,116,573									$	1,188,947

Held For Sale Property
Beechwood Terrace											(3)	Floating		84		23,365			1.54%	9/1/2025
Cedar Pointe											(6)	Floating		84		17,300			1.45%	9/1/2025
															$	40,665
Deferred financing costs, net of accumulated amortization of $127																(191	)
															$	40,474

During the nine months ended September 30, 2020, the Company sold 4 properties and repaid the related mortgage loans that encumbered the properties, as detailed in the table below (in thousands); the Company sold 6 properties and repaid $144.9 million in related mortgage loans during the nine months ended September 30, 2019.

The weighted average interest rate of the Company’s mortgage indebtedness was ~~1.82%~~1.79% as of ~~September~~June 30, ~~2020~~2021 and ~~3.34%~~1.83% as of December 31, ~~2019.~~2020. The decrease between the periods is primarily related to a decrease in one-month LIBOR of approximately ~~161~~4 basis points to ~~0.1483%~~0.10050% as of ~~September~~June 30, ~~2020~~2021 from ~~1.7625%~~0.14388% as of December 31, ~~2019.~~2020. As of ~~September~~June 30, ~~2020,~~2021, the adjusted weighted average interest rate of the Company’s mortgage indebtedness was ~~3.10%~~2.97%. For purposes of calculating the adjusted weighted average interest rate of the outstanding mortgage indebtedness, the Company has included the weighted average fixed rate of ~~1.3792%~~1.3461% for one-month LIBOR on its combined $1.2 billion notional amount of interest rate swap agreements, which effectively fix the interest rate on $1.2 billion of the Company’s floating rate ~~indebtedness~~mortgage debt (see Note 7).

Each of the Company’s mortgages is a non-recourse obligation subject to customary provisions. The loan agreements contain customary events of default, including defaults in the payment of principal or interest, defaults in compliance with the covenants contained in the documents evidencing the loan, defaults in payments under any other security instrument covering any part of the property, whether junior or senior to the loan, and bankruptcy or other insolvency events. As of ~~September~~June 30, ~~2020,~~2021, the Company believes it is in compliance with all provisions.

Freddie Mac Multifamily Green Advantage. In order to obtain more favorable pricing on the Company’s mortgage debt financing with Freddie Mac, the Company decided to participate in Freddie Mac’s Multifamily Green Advantage program (the “Green Program”). As of ~~September~~June 30, ~~2020,~~2021, the Company had completed its Green Program improvements on all but 1 ~~property. We will complete the green improvements on these properties during 2020. We expect~~property, which is expected to be completed in 2021. The Company expects to reduce water/sewer costs at each property where the Green Program is implemented by at least 15% through the replacement of showerheads, plumbing fixtures and toilets with modern energy efficient upgrades. Due to changes in Freddie Mac’s requirements to participate in the Green Program, the Company is not implementing this on acquisitions going forward.

The following table contains summary information concerning the Company’s credit facility as of ~~September~~June 30, ~~2020~~2021 (dollars in thousands):

	Type	Term (months)		Outstanding Principal			Interest Rate (1)	Maturity Date	Type	Term (months)		Outstanding Principal			Interest Rate (1)	Maturity Date
Corporate Credit Facility	Floating		24	$	215,000		2.65%	1/28/2021	Floating		36	$	250,000		2.50%	6/30/2024
Deferred financing costs, net of accumulated amortization of $1,592					(460	)
Deferred financing costs, net of accumulated amortization of $0													(1,506	)
				$	214,540							$	248,494

Corporate Credit Facility. On ~~January 28, 2019, the Company,~~June 30, 2021, we through ~~the~~our OP entered into a ~~$75.0~~secured $250.0 million revolving and term credit facility ~~(the “Corporate Credit Facility”)~~ with Truist Bank ~~(f/k/a SunTrust Bank)~~(“Truist”), as administrative agent, and the lenders from time to time party thereto ~~and immediately drew $52.5~~(the “Corporate Credit Facility”). Subject to conditions provided in the Credit Facility, the Credit Facility may be increased up to an additional $100.0 million at the Company’s option if the lenders agree to ~~fund a portion of the purchase price of Bella Vista, The Enclave, and The Heritage.~~increase their commitments. The Corporate Credit Facility ~~is a full-term, interest-only facility with an initial 24-month term, that can be extended 12-months at~~will mature on June 30, 2024, unless the Company exercises its option to voluntarily and permanently reduce all of the ~~Company~~commitments before the maturity date or elects to exercise its right and option to extend the facility for a minimal fee provided that the Company is not in default. The Company meets the conditions and expects to meet them going forward. The Company has the right to request an increase in the facility amount up to $150 million (the “Accordion Feature”). The facility bears interest at a rate of ~~one-month~~one-year LIBOR plus a range from 2.00% to 2.50%, depending on the Company’s leverage level as determined under the Corporate Credit Facility agreement, and is guaranteed by the Company. On June 29, 2019, the Company, through the OP, exercised its option under the Accordion Feature of the Corporate Credit Facility and increased the amount of the facility from $75 million to $125 million. In conjunction with the increase in the facility, the Company incurred costs of $0.5 million in obtaining the additional financing through the Accordion Feature (see “Deferred Financing Costs” below). On August 28, 2019, the Company, through the OP, increased the amount of the Corporate Credit Facility by $25 million, resulting in incurred costs of $0.2 million of deferred financing costs. On November 20, 2019, the Company, through the OP, increased the amount of the Corporate Credit Facility by $75 million, resulting in aggregate commitments of $225 million as of December 31, 2019. In conjunction with the increase in the facility, the Company incurred costs of $0.8 million of deferred financing costs.term. As of ~~September~~June 30, ~~2020,~~2021, there was ~~$215~~$250.0 million in aggregate principal outstanding on the Corporate Credit Facility.Additionally, on June 30, 2021, in connection with entering into the Corporate Credit Facility, the Company, through the OP, terminated its $225.0 million revolving credit facility with Truist, as administrative agent, and the lenders from party thereto, prior to the maturity date of January 28, 2022.

Advances under the Corporate Credit Facility accrue interest at a per annum rate equal to, at the Company’s election, either LIBOR plus a margin of 1.90% to 2.40%, depending on the Company’s total leverage ratio, or a base rate determined according to the highest of (a) the prime rate, (b) the federal funds rate plus 0.50%, (c) LIBOR plus 1.0% or (d) 0.0% plus a margin of 0.90% to 1.40%, depending on the Company’s total leverage ratio. An unused commitment fee at a rate of 0.15% or 0.25%, depending on the outstanding aggregate revolving commitments, applies to unutilized borrowing capacity under the Corporate Credit Facility. Amounts owing under the Corporate Credit Facility may be prepaid at any time without premium or penalty. The Corporate Credit Facility is a non-recourse obligation and contains customary events of default, including defaults in the payment of principal or interest, defaults in compliance with the covenants contained in the document evidencing the loan, defaults in payments under any other security instrument, and bankruptcy or other insolvency events. As of September 30, 2020,guaranteed by the Company ~~believes it is~~and the obligations under the Credit Facility are, subject to some exceptions, secured by a continuing security interest in ~~compliance with~~substantially all ~~provisions.~~of the assets of the Company.

The Company defers costs incurred in obtaining financing and amortizes the costs over the terms of the related loans using the straight-line method, which approximates the effective interest method. Deferred financing costs, net of amortization, are recorded as a reduction from the related debt on the Company’s consolidated balance sheets. Upon repayment of or in conjunction with a material change in the terms of the underlying debt agreement, any unamortized costs are charged to loss on extinguishment of debt and modification costs (see “Loss on Extinguishment of Debt and Modification Costs” below). For the ~~three~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, the Company wrote-off deferred financing costs of approximately $0.3 million and $1.4 million, respectively, which is included in loss on extinguishment of debt and modification costs on the consolidated statements of operations and comprehensive income (loss). For the nine months ended September 30, 2020 and 2019, the Company wrote-off deferred financing costs of approximately $0.8 million and $1.4$0.5 million, respectively, which is included in loss on extinguishment of debt and modification costs on the consolidated statements of operations and comprehensive income (loss). For the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, amortization of deferred financing costs of approximately ~~$0.7~~$0.5 million and ~~$0.5~~$0.7 million, respectively, is included in interest expense on the consolidated statements of operations and comprehensive income (loss). For the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, amortization of deferred financing costs of approximately ~~$2.1~~$1.1 million and $1.4 million, respectively, is included in interest expense on the consolidated statements of operations and comprehensive income (loss).

Loss on extinguishment of debt and modification costs includes prepayment penalties and defeasance costs incurred on the early repayment of debt, costs incurred in a debt modification that are not capitalized as deferred financing costs and other costs incurred in a debt extinguishment. Upon repayment of or in conjunction with a material change in the terms of the underlying debt agreement, any unamortized costs are charged to loss on extinguishment of debt and modification costs. For the three months ended June 30, 2021 and 2020, the Company wrote-off deferred financing costs of approximately $0.3 million and $0.0 million, respectively, which is included in loss on extinguishment of debt and modification costs on the consolidated statements of operations and comprehensive income (loss).

The aggregate scheduled maturities, including amortizing principal payments, of total debt for the next five calendar years subsequent to ~~September~~June 30, ~~2020~~2021 are as follows (in thousands):

	Operating Properties		Credit Facility		Total		Operating Properties		Held For Sale Property		Credit Facility		Total
2020	$	191	$	—	$	191
2021		896		215,000		215,896	$	508	$	—	$	—	$	508
2022		1,513		—		1,513		1,504		—		—		1,504
2023		21,300		—		21,300		21,252		—		—		21,252
2024		395,180		—		395,180		395,100		—		250,000		645,100
2025								205,230		40,665		—		245,895
Thereafter		702,725		—		702,725		570,256		—		—		570,256
Total	$	1,121,805	$	215,000	$	1,336,805	$	1,193,850	$	40,665	$	250,000	$	1,484,515

Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy):

The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The Company utilizes independent third parties to perform the allocation of value analysis for each property acquisition and to perform the market valuations on its derivative financial instruments and has established policies, as described above, processes and procedures intended to ensure that the valuation methodologies for investments and derivative financial instruments are fair and consistent as of the measurement date.

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company may enter into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash payments principally related to the Company’s borrowings. In order to minimize counterparty credit risk, the Company enters into and expects to enter into hedging arrangements only with major financial institutions that have high credit ratings.

The Company utilizes an independent third party to perform the market valuations on its derivative financial instruments. The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. The fair values of interest rate caps are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the caps. The variable interest rates used in the calculation of projected receipts on

the cap are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. To comply with the provisions of ASC 820, the Company incorporates credit valuation adjustments to appropriately reflect both the Company’s own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of the Company’s derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with the Company’s derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and its counterparties. The Company has determined that the significance of the impact of the credit valuation adjustments made to its derivative contracts, which determination was based on the fair value of each individual contract, was not significant to the overall valuation. As a result, all of the Company’s derivatives held as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 were classified as Level 2 of the fair value hierarchy.

The Company’s main objective in using interest rate derivatives is to add stability to interest expense related to floating rate debt. To accomplish this objective, the Company primarily uses interest rate swaps and caps as part of its interest rate risk management strategy. Interest rate swaps involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The interest rate swaps have terms ranging from four to five years. Interest rate caps involve the receipt of variable-rate amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium. The interest rate caps have terms ranging from three to four years. During the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, interest rate cap derivatives were used to hedge the variable cash flows associated with a portion of the Company’s floating rate debt. The interest rate cap agreements the Company has entered into effectively cap one-month LIBOR on ~~$346.5~~$428.8 million of the Company’s floating rate mortgage indebtedness at a weighted average rate of ~~5.74%~~5.28% as of ~~September~~June 30, ~~2020.~~2021.

In order to fix a portion of, and mitigate the risk associated with, the Company’s floating rate indebtedness (without incurring substantial prepayment penalties or defeasance costs typically associated with fixed rate indebtedness when repaid early or refinanced), the Company, through the OP, has entered into ~~eleven~~nine interest rate swap transactions with KeyBank National Association (“KeyBank”) and two with Truist Bank (the “Counterparties”) with a combined notional amount of $1.2 ~~billion.~~billion which are effective as of June 30, 2021. The interest rate swaps the Company has entered into effectively replace the floating interest rate (one-month LIBOR) with respect to that amount with a weighted average fixed rate of ~~1.3792%~~1.3461%. The Company has designated these interest rate swaps as cash flow hedges of interest rate risk.

As of ~~September~~June 30, ~~2020,~~2021, the Company had the following outstanding interest rate swaps that were designated as cash flow hedges of interest rate risk (dollars in thousands):

Effective Date	Termination Date	Counterparty	Notional Amount		Fixed Rate (1)				Termination Date	Counterparty	Notional Amount		Fixed Rate (1)
July 1, 2016	June 1, 2021	KeyBank	$	100,000		1.1055	%
July 1, 2016	June 1, 2021	KeyBank		100,000		1.0210	%
July 1, 2016	June 1, 2021	KeyBank		100,000		0.9000	%
September 1, 2016	June 1, 2021	KeyBank		100,000		0.9560	%
April 1, 2017	April 1, 2022	KeyBank		100,000		1.9570	%		April 1, 2022	KeyBank	$	100,000		1.9570	%
May 1, 2017	April 1, 2022	KeyBank		50,000		1.9610	%		April 1, 2022	KeyBank		50,000		1.9610	%
July 1, 2017	July 1, 2022	KeyBank		100,000		1.7820	%		July 1, 2022	KeyBank		100,000		1.7820	%
June 1, 2019	June 1, 2024	KeyBank		50,000		2.0020	%		June 1, 2024	KeyBank		50,000		2.0020	%
June 1, 2019	June 1, 2024	Truist		50,000		2.0020	%		June 1, 2024	Truist		50,000		2.0020	%
September 1, 2019	September 1, 2026	KeyBank		100,000		1.4620	%		September 1, 2026	KeyBank		100,000		1.4620	%
September 1, 2019	September 1, 2026	KeyBank		125,000		1.3020	%		September 1, 2026	KeyBank		125,000		1.3020	%
January 3, 2020	September 1, 2026	KeyBank		92,500		1.6090	%		September 1, 2026	KeyBank		92,500		1.6090	%
March 4, 2020	June 1, 2026	Truist		100,000		0.8200	%		June 1, 2026	Truist		100,000		0.8200	%
June 1, 2021									September 1, 2026	KeyBank		200,000		0.8450	%
June 1, 2021									September 1, 2026	KeyBank		200,000		0.9530	%
			$	1,167,500		1.3792	%	(2)			$	1,167,500		1.3461	%	(2)

As of ~~September~~June 30, ~~2020,~~2021, the Company had the following outstanding interest rate swaps that were designated as cash flow hedges of interest rate risk with future effective dates (dollars in thousands):

Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements but either do not meet the strict requirements to apply hedge accounting in accordance with FASB ASC 815, Derivatives and Hedging, or the Company has elected not to designate such derivatives as hedges. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in net income (loss) as interest expense.

As of ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, the Company had the following outstanding derivatives that were not designated as hedges in qualifying hedging relationships (dollars in thousands):

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheets as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 (in thousands):

		Asset Derivatives				Liability Derivatives					Asset Derivatives				Liability Derivatives
	Balance Sheet Location	September 30, 2020		December 31, 2019		September 30, 2020		December 31, 2019		Balance Sheet Location	June 30, 2021		December 31, 2020		June 30, 2021		December 31, 2020
Derivatives designated as hedging instruments:
Interest rate swaps	Fair market value of interest rate swaps	$	—	$	7,298	$	51,077	$	3,824	Fair market value of interest rate swaps	$	—	$	—	$	17,010	$	43,530

Derivatives not designated as hedging instruments:
Interest rate caps	Prepaid and other assets		—		—		—		—	Prepaid and other assets		67		3		—		—
Total		$	—	$	7,298	$	51,077	$	3,824		$	67	$	3	$	17,010	$	43,530

The tables below present the effect of the Company’s derivative financial instruments on the consolidated statements of operations and comprehensive income (loss) for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 (in thousands):

	Amount of gain (loss) recognized in OCI							Location of gain (loss) reclassified from accumulated	Amount of gain (loss) reclassified from OCI into income						Location of gain (loss) recognized	Amount of gain (loss) recognized in income					Amount of gain (loss) recognized in OCI						Location of gain (loss) reclassified from accumulated	Amount of gain (loss) reclassified from OCI into income
	2020			2019				OCI into income	2020			2019			in income	2020		2019			2021			2020			OCI into income	2021			2020
Derivatives designated as hedging instruments:
For the three months ended September 30,
For the three months ended June 30,
Interest rate products	$	413		$	(1,871	)	(1)	Interest expense	$	(3,654	)	$	1,679	(1)	Interest expense	$	—	$	—		$	(8,551	)	$	(10,652	)	Interest expense	$	(3,746	)	$	(2,606	)
For the nine months ended September 30,
For the six months ended June 30,
Interest rate products	$	(60,170	)	$	(14,720	)	(1)	Interest expense	$	(5,651	)	$	5,441	(1)	Interest expense	$	—	$	—	(2)	$	19,128		$	(60,583	)	Interest expense	$	(7,409	)	$	(1,997	)

	Location of gain (loss)	Amount of gain (loss) recognized in income					Location of gain (loss)	Amount of gain (loss) recognized in income
	recognized in income	2020		2019			recognized in income	2021		2020
Derivatives not designated as hedging instruments:
For the three months ended September 30,
For the three months ended June 30,
Interest rate products	Interest expense	$	28	$	(1	)	Interest expense	$	55	$	(13	)
For the nine months ended September 30,
For the six months ended June 30,
Interest rate products	Interest expense	$	—	$	(29	)	Interest expense	$	43	$	28

Redeemable noncontrolling interests in the OP have a redemption feature and are marked to their redemption value if such value exceeds the carrying value of the redeemable noncontrolling interests in the OP (see Note 10). The redemption value is based on the fair value of the Company’s common stock at the redemption date, and therefore, is calculated based on the fair value of the Company’s common stock at the balance sheet date. Since the valuation is based on observable inputs such as quoted prices for similar instruments in active markets, redeemable noncontrolling interests in the OP are classified as Level 2 if they are adjusted to their redemption value.

At ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, the fair values of cash and cash equivalents, restricted cash, accounts receivable, prepaid and other assets, accounts payable and other accrued liabilities, accrued real estate taxes payable, accrued interest payable, security deposits and prepaid rent approximated their carrying values because of the short-term nature of these instruments. The estimated fair values of other financial instruments were determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is necessary to interpret market data and develop estimated fair values. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company would realize on the disposition of the financial instruments. The use of different market assumptions or estimation methodologies may have a material effect on the estimated fair value amounts.

Long-term indebtedness is carried at amounts that reasonably approximate their fair value at the time they were recognized. In calculating the fair value of its long-term indebtedness, the Company used interest rate and spread assumptions that reflect current credit worthiness and market conditions available for the issuance of long-term debt with similar terms and remaining maturities. These financial instruments utilize Level 2 inputs.

The table below presents the carrying value and estimated fair value of our debt at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 (in thousands):

	September 30, 2020				December 31, 2019				June 30, 2021				June 30, 2020
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Fixed rate debt	$	70,258	$	74,869	$	70,810	$	72,386	$	69,678	$	72,040	$	70,443	$	75,447
Floating rate debt (1)	$	1,266,547	$	1,305,604	$	1,340,718	$	1,318,989	$	1,414,837	$	1,446,879	$	1,306,057	$	1,318,815

Real estate assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In such cases, the Company will evaluate the recoverability of such real estate assets based on estimated future cash flows and the estimated liquidation value of such real estate assets, and provide for impairment if such undiscounted cash flows are insufficient to recover the carrying amount of the real estate asset. If impaired, the real estate asset will be written down to its estimated fair value. There can be no assurance that the estimates discussed herein, using Level 3 inputs, are indicative of the amounts the Company could realize on disposition of the real estate asset. For the year ended December 31, 2019, the Company noted there was 0 impairment, but incurred a casualty loss that resulted in a net write down of approximately $7.8 million on Cutter’s Point (see Note 5). For the ninesix months ended ~~September~~June 30, ~~2020,~~2021, the Company did 0t record any impairment charges related to real estate ~~assets, but incurred a casualty loss that resulted in a net write down of approximately $0.6 million on Venue 8651 (see Note 5).~~assets.

During the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, the Company issued ~~137,608~~132,970 shares of common stock pursuant to its long-term incentive plan (see “Long Term Incentive Plan” below) and ~~803,032~~0 shares pursuant to its at-the-market offering (see “At-the-Market Offering” below).

As of ~~September~~June 30, ~~2020,~~2021, the Company had ~~24,541,683~~25,149,927 shares of common stock, par value $0.01 per share, issued and outstanding.

On June 15, 2016, the Board authorized the Company to repurchase up to $30.0 million of its common stock, par value $0.01 per share, during a two-year period that was set to expire on June 15, 2018 (the “Share Repurchase Program”). On April 30, 2018, the Board increased the Share Repurchase Program from $30.0 million to up to $40.0 million and extended it by an additional two years to June 15, 2020. On March 13, 2020, the Board further increased the Share Repurchase Program from $40.0 million to up to $100.0 million and extended it to March 12, 2023. The Company may utilize various methods to ~~affect~~effect the repurchases, and the timing and extent of the repurchases will depend upon several factors, including market and business conditions, regulatory requirements and other corporate considerations, including whether the Company’s common stock is trading at a significant discount to net asset value per share. Repurchases under this program may be discontinued at any time. During the ~~nine~~six months ended ~~September~~June 30, 2021 and 2020, the Company repurchased 0 and 1,644,697 shares of its common stock. Since the inception of the Share Repurchase Program through ~~September~~June 30, ~~2020,~~2021, the Company had repurchased 2,382,155 shares of its common stock, par value $0.01 per share, at a total cost of approximately ~~$61,224,000,~~$61.2 million, or $25.70 per share.

From time to time, in accordance with the Company’s Share Repurchase Program, the Company may repurchase shares of its common stock in the open market. Until any such shares are retired, the cost of the shares is included in common stock held in treasury at cost on the consolidated balance sheet. The number of shares of common stock classified as treasury shares reduces the number of shares of the Company’s common stock outstanding and, accordingly, are considered in the weighted average number of

shares outstanding during the period. During the ~~nine~~six months ended ~~September~~June 30, 2021 and 2020, the Company retired 0 and 1,644,697 shares of its common stock held in ~~treasury, respectively.~~treasury. As of ~~September~~June 30, ~~2020,~~2021, the Company had 0 shares of common stock held in treasury.

On June 15, 2016, the Company’s stockholders approved a long-term incentive plan (the “2016 LTIP”) and the Company filed a registration statement on Form S-8 registering 2,100,000 shares of common stock, par value $0.01 per share, which the Company may issue pursuant to the 2016 LTIP. The 2016 LTIP authorizes the compensation committee of the Board to provide equity-based compensation in the form of stock options, appreciation rights, restricted shares, restricted stock units, performance shares, performance units and certain other awards denominated or payable in, or otherwise based on, the Company’s common stock or factors that may influence the value of the Company’s common stock, plus cash incentive awards, for the purpose of providing the Company’s directors, officers and other key employees (and those of the Adviser and the Company’s subsidiaries), the Company’s non-employee directors, and potentially certain non-employees who perform employee-type functions, incentives and rewards for performance.

Under the 2016 LTIP, restricted stock units may be granted to the Company’s directors, officers and other key employees (and those of the Adviser and the Company’s subsidiaries) and typically vest over a three to five-year period for officers, employees and certain key employees of the Adviser and annually for directors. Beginning on the date of grant, restricted stock units earn dividends that are payable in cash on the vesting date. On August 11, 2016, pursuant to the 2016 LTIP, the Company granted 209,797 restricted stock units to its directors and officers. On March 16, 2017, pursuant to the 2016 LTIP, the Company granted 219,802 restricted stock units to its directors and officers. On February 15, 2018, pursuant to the 2016 LTIP, the Company granted 275,795 restricted stock units to its directors, officers, employees and certain key employees of the Adviser. On February 21, 2019, pursuant to the 2016 LTIP, the Company granted 186,662 restricted stock units to its directors, officers, employees and certain key employees of the Adviser. On February 20, 2020, pursuant to the 2016 LTIP, the Company granted 168,183 restricted stock units to its directors, officers, employees and certain key employees of the Adviser. On May 11, 2020, pursuant to the 2016 LTIP, the Company granted 116,852 restricted stock units to its directors, officers, employees and certain key employees of the Adviser. On February 18, 2021, pursuant to the 2016 LTIP, the Company granted 204,663 restricted stock units to its directors, officers, employees and certain key employees of the Adviser. The following table includes the number of restricted stock units granted, vested, forfeited and outstanding as of ~~September~~June 30, ~~2020:~~2021:

	2020						2021
	Number of Units				Weighted Average Grant Date Fair Value		Number of Units				Weighted Average Grant Date Fair Value
Outstanding January 1,		447,039			$	29.13		553,931			$	36.83
Granted		285,035				50.54		204,663				41.43
Vested		(178,143	)	(1)		29.20		(167,444	)	(1)		34.18
Forfeited		—				—		(5,496	)			39.11
Outstanding September 30,		553,931			$	36.83
Outstanding June 30,								585,654			$	39.18

The following table contains information regarding the vesting of restricted stock units under the 2016 LTIP for the next five calendar years subsequent to ~~September~~June 30, ~~2020:~~2021:

	Shares Vesting						Shares Vesting
	February		May		Total		February		May		Total
2021		139,842		27,984		167,826
2022		131,546		22,221		153,767		179,168		21,839		201,007
2023		66,860		22,217		89,077		104,944		21,836		126,780
2024		66,860		22,215		89,075		104,944		21,834		126,778
2025		31,971		22,215		54,186		70,344		21,834		92,178
2026								38,911		—		38,911
Total		437,079		116,852		553,931		498,311		87,343		585,654

As of ~~September~~June 30, ~~2020,~~2021, the Company had issued ~~559,159~~692,129 shares of common stock under the 2016 LTIP. For the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, the Company recognized approximately ~~$1.4~~$1.8 million and $1.3 million, respectively, of equity-based compensation expense related to grants of restricted stock units. For the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, the Company recognized approximately ~~$4.1~~$3.4 million and ~~$3.9~~$2.6 million, respectively, of equity-based compensation expense related to grants of restricted stock units. As of ~~September~~June 30, ~~2020,~~2021, the Company had recognized a liability of approximately ~~$0.9~~$1.1 million related to dividends earned on restricted stock units that are payable in cash upon vesting.

On February 20, 2019, the Company, the OP and the Adviser entered into separate equity distribution agreements with each of Jefferies LLC (“Jefferies”), Raymond James & Associates, Inc. (“Raymond James”) and Truist Securities, Inc. f/k/a SunTrust Robinson Humphrey, Inc. (“Truist”, and together with Raymond James and Jefferies, the “2019 ATM Sales Agents”), pursuant to which the Company ~~could~~may issue and sell from time to time shares of the Company’s common stock, par value $0.01 per share, having an aggregate sales price of up to $100,000,000 (the “2019 ATM Program”). Sales of shares of common stock, if any, ~~could~~may be made in transactions that are deemed to be “at the market” offerings, as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, sales made by means of ordinary brokers’ transactions on the New York Stock Exchange, to or through a market maker at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices based on prevailing market prices. In addition to the issuance and sale of shares of common stock, the Company could enter into forward sale agreements with each of Jefferies and Raymond James, or their respective affiliates, through the 2019 ATM Program. During the year ended December 31, 2019, the Company issued 1,565,322 shares of common stock at an average price of $45.98 per share for gross proceeds of approximately $72.0 million. The Company paid approximately $1.1 million in fees to the 2019 ATM Sales Agents with respect to such sales and incurred other issuance costs of approximately $1.0 million, both of which were netted against the gross proceeds and recorded in additional paid in capital. During the ~~three~~six months ended ~~March 31,~~June 30, 2020, the Company issued 560,000 shares of common stock at an average price of $50.00 per share for gross proceeds of $28.0 million under the 2019 ATM Program. The Company paid approximately $0.4 million in fees to the 2019 ATM Sales Agents with respect to such sales and incurred other issuance costs of approximately $0.4 million, both of which were netted against the gross proceeds and recorded in additional paid in capital. On February 27, 2020, the 2019 ATM Program reached aggregate sales of $100,000,000 and has therefore expired. The following table contains summary information of the 2019 ATM ~~Program:~~Program during the year ended December 31, 2020:

Gross proceeds	$	28,000,000	$	28,000,000
Common shares issued		560,000		560,000
Gross average sale price per share	$	50.00	$	50.00

Sales commissions	$	420,000	$	420,000
Offering costs		406,143		331,143
Net proceeds		27,173,857		27,248,857
Average price per share, net	$	48.52	$	48.66

On March 4, 2020, the Company, the OP and the Adviser entered into separate equity distribution agreements with each of Jefferies, Raymond James, KeyBanc Capital Markets Inc. (“KeyBanc”) and Truist (together with Jefferies, Raymond James, KeyBanc and Truist, the “2020 ATM Sales Agents”), pursuant to which the Company may issue and sell from time to time shares of the Company’s common stock, par value $0.01 per share, having an aggregate sales price of up to $225,000,000 (the “2020 ATM Program”). Sales of shares of common stock, if any, may be made in transactions that are deemed to be “at the market” offerings, as defined in Rule 415 under the Securities Act, including, without limitation, sales made by means of ordinary brokers’ transactions on the New York Stock Exchange, to or through a market maker at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices based on prevailing market prices. In addition to the issuance and sale of shares of common stock, the Company may enter into forward sale agreements with each of Jefferies, KeyBanc, ~~and~~ Raymond James, and Truist or their respective affiliates, through the 2020 ATM Program. During the ~~three and nine months~~year ended ~~September 30,~~December 31, 2020, the Company issued ~~243,032~~718,306 shares of common stock at an average price of ~~$41.76~~$43.92 per share for gross proceeds of ~~$10.1~~$31.5 million under the 2020 ATM Program. The Company paid approximately ~~$0.2~~$0.5 million in fees to the 2020 ATM Sales Agents with respect to such sales and incurred other issuance costs of approximately ~~$0.2~~$0.6 million, both of which were netted against the gross proceeds and recorded in additional paid in capital. During the six months ended June 30, 2021, no shares were issued under the 2020 ATM Program. The following table contains summary information of the 2020 ATM ~~Program:~~Program since inception:

Gross proceeds	$	10,148,996	$	31,546,577
Common shares issued		243,032		718,306
Gross average sale price per share	$	41.76	$	43.92

Sales commissions	$	152,235	$	473,199
Offering costs(1)		155,132		871,311
Net proceeds		9,841,629		30,202,067
Average price per share, net	$	40.50	$	42.05

Basic earnings (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of the Company’s common stock outstanding, which excludes any unvested restricted stock units issued pursuant to the 2016 LTIP. Diluted earnings (loss) per share is computed by adjusting basic earnings (loss) per share for the dilutive effect of the assumed vesting of restricted stock units. During periods of net loss, the assumed vesting of restricted stock units is anti-dilutive and is not included in the calculation of earnings (loss) per share.

The effect of the conversion of OP Units held by noncontrolling limited partners is not reflected in the computation of basic and diluted earnings (loss) per share, as they are exchangeable for common stock on a one-for-one basis. The income (loss) allocable to such units is allocated on this same basis and reflected as net income (loss) attributable to redeemable noncontrolling interests in the OP in the accompanying consolidated statements of operations and comprehensive income (loss). As such, the assumed conversion of these units would have no net impact on the determination of diluted earnings (loss) per share. See Note 10 for additional information.

The following table sets forth the computation of basic and diluted earnings (loss) per share for the periods presented (in thousands, except per share amounts):

		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,
		2020		2019		2020		2019			2021			2020			2021			2020
Numerator for earnings (loss) per share:
Net income		$	29,641	$	119,104	$	48,362	$	112,744
Net income attributable to redeemable noncontrolling interests in the Operating Partnership			89		357		145		338
Net income attributable to common stockholders		$	29,552	$	118,747	$	48,217	$	112,406
Net income (loss)											$	(3,418	)	$	(9,318	)	$	(10,318	)	$	18,721
Net income (loss) attributable to redeemable noncontrolling interests in the Operating Partnership												(10	)		(28	)		(31	)		56
Net income (loss) attributable to common stockholders											$	(3,408	)	$	(9,290	)	$	(10,287	)	$	18,665

Denominator for earnings (loss) per share:
Weighted average common shares outstanding			24,372		24,088		24,688		23,793			25,140			24,307			25,104			24,847
Denominator for basic earnings per share			24,372		24,088		24,688		23,793
Denominator for basic earnings (loss) per share												25,140			24,307			25,104			24,847
Weighted average unvested restricted stock units			554		469		506		487			613			503			596			483
Denominator for diluted earnings per share	(1)		24,926		24,557		25,194		24,280	(1)		25,140			24,307			25,104			25,330

Earnings (loss) per weighted average common share:
Basic		$	1.21	$	4.93	$	1.95	$	4.72		$	(0.14	)	$	(0.38	)	$	(0.41	)	$	0.75
Diluted		$	1.19	$	4.84	$	1.91	$	4.63		$	(0.14	)	$	(0.38	)	$	(0.41	)	$	0.74

Interests in the OP held by limited partners are represented by OP Units. Net income (loss) is allocated to holders of OP Units based upon net income (loss) attributable to common stockholders and the weighted average number of OP Units outstanding to total common shares plus OP Units outstanding during the period. Capital contributions, distributions, and profits and losses are allocated to OP Units in accordance with the terms of the partnership agreement of the OP. Each time the OP distributes cash to the Company, outside limited partners of the OP receive their pro-rata share of the distribution. Redeemable noncontrolling interests in the OP have a redemption feature and are marked to their redemption value if such value exceeds the carrying value of the redeemable noncontrolling interests in the OP.

On June 30, 2017, the Company and the OP entered into a contribution agreement with BH Equities, LLC and its affiliates (collectively, “BH Equity”), whereby the Company purchased 100% of the joint venture interests in the Portfolio owned by BH Equity, representing approximately 8.4% ownership in the Portfolio (the “BH Buyout”), for total consideration of approximately $51.7 million (the “Purchase Amount”). The Purchase Amount consisted of approximately $49.7 million in cash that was paid on June 30, 2017 and 73,233 OP Units (initially valued at $2.0 million) that were issued on August 1, 2017. The number of OP Units issued was calculated by dividing $2.0 million by the midpoint of the range of the Company’s net asset value as publicly disclosed in connection with the Company’s release of its second quarter of 2017 earnings results, which was $27.31 per share.

In connection with the issuance of OP Units to BH Equity on August 1, 2017, the Company and the OP amended the partnership agreement of the OP (the “Amendment”). Pursuant to the Amendment, limited partners holding OP Units have the right to cause the OP to redeem their units at a redemption price equal to and in the form of the Cash Amount (as defined in the partnership agreement of the OP), provided that such OP Units have been outstanding for at least one year. The Company, through the OP GP, as the general partner of the OP may, in its sole discretion, purchase the OP Units by paying to the limited partner either the Cash Amount or the REIT Share Amount (one share of common stock of the Company for each OP Unit), as defined in the partnership agreement of the OP. Notwithstanding the foregoing, a limited partner will not be entitled to exercise its redemption right to the extent the issuance of the Company’s common stock to the redeeming limited partner would (1) be prohibited, as determined in the Company’s sole discretion, under the Company’s charter or (2) cause the acquisition of common stock by such redeeming limited partner to be “integrated” with any other distribution of the Company’s common stock for purposes of complying with the Securities Act. Accordingly, the Company records the OP Units held by noncontrolling limited partners outside of permanent equity and reports the OP Units at the greater of their carrying value or their redemption value using the Company’s stock price at each balance sheet date.

The following table sets forth the redeemable noncontrolling interests in the OP for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 (in thousands):

Noncontrolling interests have in the past and may in the future be comprised of joint venture partners’ interests in joint ventures the Company consolidates. When applicable, the Company reports its joint venture partners’ interests in its consolidated joint ventures and other subsidiary interests held by third parties as noncontrolling interests. The Company records these noncontrolling interests at their initial fair value, adjusting the basis prospectively for their share of the respective consolidated investment’s net income or loss, equity contributions, return of capital, and distributions. Generally, these noncontrolling interests are not redeemable by the equity holders and are presented as part of permanent equity. Income and losses are allocated to the noncontrolling interest holder based on its economic ownership percentage.

The Company has entered into management agreements with BH Management Services, LLC (“BH”), the Company’s property manager and an independently owned third party, who manages the Company’s properties and supervises the implementation of the Company’s value-add program. BH is an affiliate of BH Equity, who was a noncontrolling interest member of the Company’s joint ventures prior to the BH Buyout on June 30, 2017. Through BH Equity’s noncontrolling interests in such joint ventures, BH Equity was deemed to be a related party. With the completion of the BH Buyout, BH Equity is no longer deemed to be a related party. BH Equity became a noncontrolling limited partner of the OP upon execution of the Amendment. BH and its affiliates do not have common ownership in any joint venture with the Adviser; there is also no common ownership between BH and its affiliates and the Adviser.

The property management fee paid to BH is approximately 3% of the monthly gross income from each property managed. Currently, BH manages all of the Company’s properties. Additionally, the Company may pay BH certain other fees, including: (1) a fee of $15-25 per unit for the one-time setup and inspection of properties, (2) a construction supervision fee of 5-6% of total project costs, which is capitalized, (3) acquisition fees and due diligence costs reimbursements, and (4) other owner approved fees at $55 per hour. BH also acts as a paymaster for the properties and is reimbursed at cost for various operating expenses it pays on behalf of the properties. The following is a summary of fees that the properties incurred to BH and its affiliates, as well as reimbursements paid to BH from the properties for various operating expenses, for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 (in thousands):

		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,
		2020		2019		2020		2019			2021		2020		2021		2020
Fees incurred
Property management fees	(1)	$	1,484	$	1,382	$	4,487	$	3,907	(1)	$	1,510	$	1,459	$	2,989	$	3,003
Construction supervision fees	(2)		374		344		1,421		908	(2)		302		413		556		1,047
Design fees	(2)		99		65		612		125	(2)		24		217		78		513
Acquisition fees	(3)		—		638		—		946	(3)		275		—		275		—

Reimbursements
Payroll and benefits	(4)		4,814		4,853		13,470		13,164	(4)		4,819		4,298		9,057		8,656
Other reimbursements	(5)		784		918		2,469		2,479	(5)		857		708		1,682		1,685

In accordance with the Advisory Agreement, the Company pays the Adviser an advisory fee equal to 1.00% of the Average Real Estate Assets (as defined below). The duties performed by the Company’s Adviser under the terms of the Advisory Agreement include, but are not limited to: providing daily management for the Company, selecting and working with third party service providers, managing the Company’s properties or overseeing the third party property manager, formulating an investment strategy for the Company and selecting suitable properties and investments, managing the Company’s outstanding debt and its interest rate exposure through derivative instruments, determining when to sell assets, and managing the value-add program or overseeing a third party vendor that implements the value-add program. “Average Real Estate Assets” means the average of the aggregate book value of Real Estate Assets before reserves for depreciation or other non-cash reserves, computed by taking the average of the book value of real estate assets at the end of each month (1) for which any fee under the Advisory Agreement is calculated or (2) during the year for which any expense reimbursement under the Advisory Agreement is calculated. “Real Estate Assets” is defined broadly in the Advisory Agreement to include, among other things, investments in real estate-related securities and mortgages and reserves for capital expenditures (the value-add program). The advisory fee is payable monthly in arrears in cash, unless the Adviser elects, in its sole discretion, to receive all or a portion of the advisory fee in shares of common stock, subject to certain limitations.

In accordance with the Advisory Agreement, the Company also pays the Adviser an administrative fee equal to 0.20% of the Average Real Estate Assets. The administrative fee is payable monthly in arrears in cash, unless the Adviser elects, in its sole discretion, to receive all or a portion of the administrative fee in shares of common stock, subject to certain limitations.

The advisory and administrative fees paid to the Adviser on the Contributed Assets (as defined in the Advisory Agreement) are subject to an annual cap of approximately $5.4 million (the “Contributed Assets Cap”) (see “Expense Cap” below).

Pursuant to the terms of the Advisory Agreement, the Company will reimburse the Adviser for all documented Operating Expenses and Offering Expenses it incurs on behalf of the Company. “Operating Expenses” include legal, accounting, financial and due diligence services performed by the Adviser that outside professionals or outside consultants would otherwise perform, the Company’s pro rata share of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Adviser required for the Company’s operations, and compensation expenses under the 2016 LTIP. Operating Expenses do not include expenses for the advisory and administrative services described in the Advisory Agreement. Certain Operating Expenses, such as the Company’s ratable share of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses incurred by the Adviser or its affiliates that relate to the operations of the Company, may be

billed monthly to the Company under a shared services agreement. “Offering Expenses” include all expenses (other than underwriters’ discounts) in connection with an offering, including, without limitation, legal, accounting, printing, mailing and filing fees and other documented offering expenses. For the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, the Adviser did not bill any Operating Expenses or Offering Expenses to the Company and any such expenses the Adviser incurred during the periods are considered to be permanently waived.

Pursuant to the terms of the Advisory Agreement, expenses paid or incurred by the Company for advisory and administrative fees payable to the Adviser and Operating Expenses will not exceed 1.5% of Average Real Estate Assets per calendar year (or part thereof that the Advisory Agreement is in effect (the “Expense Cap”)). The Expense Cap does not limit the reimbursement of expenses related to Offering Expenses. The Expense Cap also does not apply to legal, accounting, financial, due diligence and other service fees incurred in connection with mergers and acquisitions, extraordinary litigation or other events outside the Company’s ordinary course of business or any out-of-pocket acquisitions or due diligence expenses incurred in connection with the acquisition or disposition of real estate assets. Also, advisory and administrative fees are further limited on Contributed Assets to approximately $5.4 million in any calendar year. Contributed Assets refers to all Real Estate Assets contributed to the Company as part of its spin-off. The Contributed Assets Cap is not reduced for dispositions of such assets subsequent to its spin-off. Advisory and administrative fees on New Assets are not subject to the above limitation and are based on an annual rate of 1.2% on Average Real Estate Assets, but are subject to the Expense Cap. New Assets are all Real Estate Assets that are not Contributed Assets.

For the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, the Company incurred advisory and administrative fees of ~~$2.0~~$1.9 million and $1.9 million, respectively. ~~The amount paid for~~For the three months ended ~~September~~June 30, ~~2020~~2021 and 2019 represents the maximum fee allowed on Contributed Assets under the Advisory Agreement plus approximately $0.7 million and $0.5 million, respectively, of advisory and administrative fees incurred on New Assets. For the nine months ended September 30, 2020 and 2019, the Company incurred advisory and administrative fees of $5.8 million and $5.6 million, respectively. The amount paid for the nine months ended September 30, 2020 and 2019 represents the maximum fee allowed on Contributed Assets under the Advisory Agreement plus approximately $1.8 million and $1.6 million, respectively, of advisory and administrative fees incurred on New Assets.

~~For the three months and nine months ended September 30,~~ 2020, the Adviser elected to voluntarily waive the advisory and administrative fees ~~incurred on the properties acquired subsequent to October 2016, excluding Hollister Place, Stone Creek at Old Farm and The Heritage, which totaled approximately $3.8~~of $4.1 million and ~~$11.5~~$3.8 million, respectively, and are considered to be permanently waived. For the ~~three and nine~~six months ended ~~September~~June 30, ~~2019,~~2021 and 2020, the Company incurred advisory and administrative fees of $3.8 million and $3.8 million, respectively. For the six months ended June 30, 2021 and 2020, the Adviser elected to voluntarily waive the advisory and administrative fees ~~incurred on properties acquired subsequent to October 2016, excluding Hollister Place and Stone Creek at Old Farm, which totaled approximately $2.3~~of $8.1 million and ~~$5.6~~$7.7 million, respectively, and are considered to be permanently waived. The Adviser is not contractually obligated to waive fees on New Assets in the future and may cease waiving fees on New Assets at its discretion.

The Company has in the past, and may in the future, utilize the services of affiliated parties. For the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, the Company paid approximately ~~$0.2~~$0.0 million and ~~$0.3~~$0.1 million, respectively, to NexBank Title, Inc. (“NexBank Title”). NexBank Title is an affiliate of the Adviser through common beneficial ownership. NexBank Title provides title insurance and work related to providing title insurance on properties related to acquisitions, dispositions and refinancing transactions. These amounts are either capitalized as real estate assets or deferred financing costs, expensed as loss on extinguishment of debt and modification costs, or expensed as selling costs when determining gain (loss) on sales of real estate, depending on the appropriate accounting as determined for each specific transaction.

In the normal course of business, the Company may purchase properties from affiliates of the Adviser. During the three months ended September 30, 2019, the Company purchased the Residences at Glenview Reserve and the Residences at West Place from an affiliate of the Adviser for approximately $100.0 million. The Company’s Audit Committee authorized, approved and ratified the acquisition of the 2 properties.

In the normal course of business, the Company enters into various rehabilitation construction related purchase commitments with parties that provide these goods and services. In the event the Company were to terminate rehabilitation construction services prior to the completion of projects, the Company could potentially be committed to satisfy outstanding or uncompleted purchase orders with such parties. As of ~~September~~June 30, ~~2020,~~2021, management does not anticipate any material deviations from schedule or budget related to rehabilitation projects currently in process.

In the normal course of business, the Company is subject to claims, lawsuits, and legal proceedings. While it is not possible to ascertain the ultimate outcome of all such matters, management believes that the aggregate amount of such liabilities, if any, in excess of amounts provided or covered by insurance, will not have a material adverse effect on the consolidated balance sheets or consolidated statements of operations and comprehensive income (loss) of the Company. The Company is not involved in any material litigation nor, to management’s knowledge, is any material litigation currently threatened against the Company or its properties or subsidiaries.

Environmental liabilities could have a material adverse effect on the Company’s business, assets, cash flows or results of operations. ~~During the three months ended September 30, 2020, the Company incurred an environmental liability of $0.5 million at Cutter’s Point involving asbestos.~~ There can be no assurance that ~~other~~ material environmental liabilities do not exist.

Effective March 1, 2019, the Company maintains a partial self-insurance program for property and casualty claims whereby it incurs the “first-loss” portion of a claim up to an aggregate loss amount. Claims resulting in losses in excess of a $100,000 per occurrence property deductible will be paid by the Company up to an aggregate amount of $1.2 million (the “2019 Aggregate Amount”). For the period from March 1, 2019 to February 29, 2020, the Company ~~has~~ incurred a claim related to Cutter’s Point (see Note 5) as part of the 2019 Aggregate Amount. The claim related to Cutter’s Point required the Company to fund the full 2019 Aggregate Amount with $0.6 million being funded in December 2019 and the remaining $0.6 million funded during the three months ended March 31, 2020. For the period from March 1, 2019 to February 29, 2020, there were 0 other potential claims, besides the claim involving Cutter’s Point, that met the criteria as set forth under ASC 450-20.

On March 1, 2020, the ~~Company~~Adviser entered into a new policy resulting in a new aggregate amount of $2,365,000 (the “2020 Aggregate Amount”) which is allocated across properties managed by the Adviser with approximately $1.5 million being allocated to the Company. As of December 30, 2020, all of the $1.5 million of the 2020 Aggregate Amount allocated to the Company has been funded. Under ASC 450-20 “Loss Contingencies”, the Company does 0t reserve for the 2020 Aggregate Amount or any portion thereof until a claim is made and the amount of the claim and the timing of payment on the claim can be reasonably estimated. For the period from March 1, 2020 to ~~September 30, 2020,~~February 28, 2021, the Company ~~has incurred a claim~~fully funded the 2020 Aggregate for claims related to Venue 8651 and Timber Creek (see Note 5) ~~for~~.

~~$1.0~~ On March 1, 2021, the Adviser entered into a new policy resulting in a new aggregate amount of $2,468,750 (the “2021 Aggregate Amount”) which is allocated across properties managed by the Adviser with approximately $1.6 million ~~as part of~~being allocated to the ~~2020 Aggregate Amount.~~Company. As of ~~September~~June 30, ~~2020,~~2021, all of the ~~$1.5~~$1.6 million of the ~~2020~~2021 Aggregate Amount allocated to the Company has been funded. Under ASC 450-20 “Loss Contingencies”, the Company does 0t reserve for the 2021 Aggregate Amount or any portion thereof until a claim is made and the amount of the claim and the timing of payment on the claim can be reasonably estimated. For the period from March 1, 2021 to June 30, 2021, the Company did 0t fund any claims under the 2021 Aggregate Amount

On ~~October~~July 26, ~~2020,~~2021, the Company’s Board declared a quarterly dividend of $0.34125 per share, ~~an 9.2% increase from the previous dividend per share,~~ payable on ~~December 31, 2020~~September 30, 2021 to stockholders of record on ~~December~~September 15, ~~2020.~~2021.

The Company continues to monitor the impact of the COVID-19 crisis. As of October 25, 2020, 317 residents were placed on payment plans for the month of September due to the COVID-19 crisis for a total amount of approximately $0.5 million. For the month of July 2020, 207 residents were placed on payment plans due to the COVID-19 crisis for a total amount of approximately $0.3 million. For the month of August 2020, 168 residents were placed on payment plans due to the COVID-19 crisis for a total amount of approximately $0.2 million. As of September 30, 2020, $0.03 million, $0.02 million and $0.08 million is owed on payment plans from July, August and September, respectively. The duration of the payment plans are determined on a case by case basis. The Company has not granted any rent concessions to residents in response to the crisis.Internet Service Provider

~~Credit Facility Extension~~On July 30, 2021, three of our property-owning subsidiaries entered into agreements, in the form of Exhibit 10.1, with NLMF Holdco, LLC, an entity under common control with our Adviser and in which we own a 10% equity interest. Additionally, on July 30, 2021, we entered into agreements, in the form of Exhibit 10.2, with NLMF Leaseco, LLC, which is controlled by Matt McGraner, one of our officers. We expect that these actions will provide faster, more reliable and lower cost internet to our residents. We expect to roll out this service to our other properties in the future. The foregoing description does not purport to be complete and is qualified in its entirety by the form agreements, which are attached hereto as Exhibit 10.1 and Exhibit 10.2 and are incorporated herein by reference.

On October 13, 2020, the Company extended the maturity date of the Corporate Credit Facility from January 28, 2021 to January 28, 2022. Upon exercising the option to extend the Corporate Credit Facility, the Company incurred an extension fee of $0.6 million.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following is a discussion and analysis of our financial condition and our historical results of operations. The following should be read in conjunction with our financial statements and accompanying notes. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those projected, forecasted, or expected in these forward-looking statements as a result of various factors, including, but not limited to, those discussed below and elsewhere in this quarterly report. See “Cautionary Statement Regarding Forward-Looking Statements” in this report, and “Risk Factors” in Part I, Item 1A, “Risk Factors” of our annual report on Form 10-K (our “Annual Report”), filed with the Securities and Exchange Commission (the “SEC”) on February 21, 2020, under Part II, Item 1A, “Risk Factors” of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 and under Part II, Item 1A, “Risk Factors” of this Quarterly Report on Form 10-Q.22, 2021.

As of ~~September~~June 30, ~~2020,~~2021, our Portfolio consisted of 3639 multifamily properties primarily located in the Southeastern and Southwestern United States encompassing ~~13,657~~14,709 units of apartment space that was approximately ~~95.0%~~96.1% leased with a weighted average monthly effective rent per occupied apartment unit of ~~$1,122.~~$1,159. Substantially all of our business is conducted through the OP. We own the Portfolio through the OP and our TRS. The OP owns approximately 99.9% of the Portfolio; our TRS owns approximately 0.1% of the Portfolio. The OP GP is the sole general partner of the OP. As of ~~September~~June 30, ~~2020,~~2021, there were 23,819,402 OP Units outstanding, of which 23,746,169, or 99.7%, were owned by us and 73,233, or 0.3%, were owned by an unaffiliated limited partner (see Note 10 to our consolidated financial statements).

We are primarily focused on directly or indirectly acquiring, owning, and operating well-located multifamily properties with a value-add component in large cities and suburban submarkets of large cities, primarily in the Southeastern and Southwestern United States. We generate revenue primarily by leasing our multifamily properties. We intend to employ targeted management and a value-add program at a majority of our properties in an attempt to improve rental rates and the net operating income (“NOI”) at our properties and achieve long-term capital appreciation for our stockholders. We are externally managed by the Adviser through the Advisory Agreement, by and among the OP, the Adviser and us. The Advisory Agreement was renewed on February ~~17, 2020~~15, 2021 for a one-year term. The Adviser is wholly owned by NexPoint Advisors, L.P.

On February 20, 2019, the Company, the OP and the Adviser entered into separate equity distribution agreements with each of Jefferies LLC (“Jefferies”), Raymond James & Associates, Inc. (“Raymond James”) and SunTrust Robinson Humphrey, Inc. (“Truist” and together with Raymond James and Jefferies, the “2019 ATM Sales Agents”), pursuant to which the Company could issue and sell from time to time shares of the Company’s common stock, par value $0.01 per share, having an aggregate sales price of up to $100,000,000 (the “2019 ATM Program”). Sales of shares of common stock, if any, could be made in transactions that are deemed to be “at the market” offerings, as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, sales made by means of ordinary brokers’ transactions on the New York Stock Exchange, to or through a market maker at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices based on prevailing market prices (the “2019 ATM Program”). In addition to the issuance and sale of shares of common stock, the Company could enter into forward sale agreements with each of Jefferies and Raymond James, or their respective affiliates, through the 2019 ATM Program. During the year ended December 31, 2019, the Company issued 1,565,322 shares of common stock at an average price of $45.98 per share for gross proceeds of approximately $72.0 million. The Company paid approximately $1.1 million in fees to the 2019 ATM Sales Agents with respect to such sales and incurred other issuance costs of approximately $1.0 million, both of which were netted against the gross proceeds and recorded in additional paid in capital. ~~During the~~ ~~nine months ended September 30, 2020~~, the Company issued 560,000 shares of common stock at an average price of $50.00 per share for gross proceeds of $28.0 million under the 2019 ATM Program. The Company paid approximately $0.4 million in fees to the 2019 ATM Sales Agents with respect to such sales and incurred other issuance costs of approximately $0.4 million, both of which were netted against the gross proceeds and recorded in additional paid in capital~~. On February 27, 2020, the 2019 ATM Program reached aggregate sales of $100,000,000 and therefore expired.~~

On March 4, 2020, the Company, the OP and the Adviser entered into separate equity distribution agreements with each of Jefferies, Raymond James, ~~Truist~~KeyBanc and ~~KeyBanc Capital Markets Inc. (“KeyBanc”),~~Truist, pursuant to which the Company may issue and sell from ~~time to time~~time-to-time shares of the Company’s common stock, par value $0.01 per share, having an aggregate sales price of up to ~~$225,000,000 (the “2020 ATM Program”).~~$225,000,000. Sales of shares of common stock, if any, may be made in transactions that are deemed to be “at the market” offerings, as defined in Rule 415 under the Securities Act, including, without limitation, sales made by means of ordinary brokers’ transactions on the New York Stock Exchange, to or through a market maker at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices based on prevailing market prices. In addition to the issuance and sale of shares of common stock, the Company may enter into forward sale agreements with each of Jefferies, KeyBanc and Raymond James, or their respective affiliates, through the 2020 ATM Program. During the ~~three and nine~~six months ended ~~September~~June 30, ~~2020, the Company~~2021, no shares were issued ~~243,032 shares of common stock at an average price of $41.76 per share for gross proceeds of approximately $10.1 million~~ under the 2020 ATM Program. The 2020 ATM Program may be terminated by the Company ~~paid approximately $0.2 million in fees to~~at any time and expires automatically once aggregate sales under the 2020 ATM ~~Sales Agents with respect~~Program reach $225,000,000 (see Note 8 to ~~such sales and incurred other issuance costs of approximately $0.2 million, both of which were netted against the gross proceeds and recorded in additional paid in capital~~our consolidated financial statements).

We have elected to be taxed as a REIT under Sections 856 through 860 of the Code, and expect to continue to qualify as a REIT. To qualify as a REIT, we must meet a number of organizational and operational requirements, including a requirement that we distribute at least 90% of our REIT taxable income to our stockholders. As a REIT, we will be subject to federal income tax on our undistributed REIT taxable income and net capital gain and to a 4% nondeductible excise tax on any amount by which distributions we pay with respect to any calendar year are less than the sum of (1) 85% of our ordinary income, (2) 95% of our capital gain net income and (3) 100% of our undistributed income from prior years. We believe we qualify for taxation as a REIT under the Code, and we intend to continue to operate in such a manner, but no assurance can be given that we will operate in a manner so as to qualify as a REIT. Taxable income from certain non-REIT activities is managed through a TRS and is subject to applicable federal, state, and local income and margin taxes. We had no significant taxes associated with our TRS for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019.~~2020.

For information on the effects the COVID-19 pandemic has had on our business, see Note 2 “Coronavirus (‘COVID-19’)” to our consolidated financial statements.

Rental income. Our earnings are primarily attributable to the rental revenue from our multifamily properties. We anticipate that the leases we enter into for our multifamily properties will typically be for one year or less on average. Also included are utility reimbursements, late fees, pet fees, and other rental fees charged to tenants.

Other income. Other income includes ancillary income earned from tenants such as non-refundable fees, application fees, laundry fees, cable TV income, and other miscellaneous fees charged to tenants.

Property operating expenses. Property operating expenses include property maintenance costs, salary and employee benefit costs, utilities, casualty-related expenses and recoveries and other property operating costs.

Real estate taxes and insurance. Real estate taxes include the property taxes assessed by local and state authorities depending on the location of each property. Insurance includes the cost of commercial, general liability, and other needed insurance for each property.

Property management fees. Property management fees include fees paid to BH, our property manager, or other third party management companies for managing each property (see Note 10 to our consolidated financial statements).

Advisory and administrative fees. Advisory and administrative fees include the fees paid to our Adviser pursuant to the Advisory Agreement (see Note 11 to our consolidated financial statements).

Corporate general and administrative expenses. Corporate general and administrative expenses include, but are not limited to, audit fees, legal fees, listing fees, board of director fees, equity-based compensation expense, investor relations costs and payments of reimbursements to our Adviser for operating expenses. Corporate general and administrative expenses and the advisory and administrative fees paid to our Adviser (including advisory and administrative fees on properties defined in the Advisory Agreement as New Assets) will not exceed 1.5% of Average Real Estate Assets per calendar year (or part thereof that the Advisory Agreement is in effect), calculated in accordance with the Advisory Agreement (the “Expense Cap”). The Expense Cap does not limit the reimbursement by us of expenses related to securities offerings paid by our Adviser. The Expense Cap also does not apply to legal, accounting, financial, due diligence, and other service fees incurred in connection with mergers and acquisitions, extraordinary litigation, or other events outside our ordinary course of business or any out-of-pocket acquisition or due diligence expenses incurred in connection with the acquisition or disposition of real estate assets. Additionally, in the sole discretion of the Adviser, the Adviser may elect to waive certain advisory and administrative fees otherwise due. If advisory and administrative fees are waived in a period, the waived fees for that period are considered to be waived permanently and the Adviser may not be reimbursed in the future.

Property general and administrative expenses. Property general and administrative expenses include the costs of marketing, professional fees, general office supplies, and other administrative related costs of each property.

Depreciation and amortization. Depreciation and amortization costs primarily include depreciation of our multifamily properties and amortization of acquired in-place leases.

Interest expense. Interest expense primarily includes the cost of interest expense on debt, the amortization of deferred financing costs and the related impact of interest rate derivatives used to manage our interest rate risk.

Loss on extinguishment of debt and modification costs. Loss on extinguishment of debt and modification costs includes prepayment penalties and defeasance costs, the write-off of unamortized deferred financing costs and fair market value adjustments of assumed debt related to the early repayment of debt, costs incurred in a debt modification that are not capitalized as deferred financing costs and other costs incurred in a debt extinguishment.

Casualty losses. Casualty losses include expenses resulting from damages from an unexpected and unusual event such as a natural disaster. Expenses can include additional payments on insurance premiums, impairment recognized on a property, and other abnormal expenses arising from the related event.

Miscellaneous income. Miscellaneous income includes proceeds received from insurance for business interruption involving the loss of rental income at a property that has temporarily suspended operations due to an unexpected and unusual event.

Gain on sales of real estate. Gain on sales of real estate includes the gain recognized upon sales of properties. Gain on sales of real estate is calculated by deducting the carrying value of the real estate and costs incurred to sell the properties from the sales prices of the properties.

Results of Operations for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020

The three months ended ~~September~~June 30, ~~2020~~2021 as compared to the three months ended ~~September~~June 30, ~~2019~~2020

The following table sets forth a summary of our operating results for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 (in thousands):

	For the Three Months Ended September 30,									For the Three Months Ended June 30,
	2020			2019			$ Change			2021			2020			$ Change
Total revenues	$	50,990		$	46,833		$	4,157		$	52,563		$	50,681		$	1,882
Total expenses		(45,146	)		(42,600	)		(2,546	)		(47,821	)		(49,025	)		1,204
Operating income before gain on sales of real estate		5,844			4,233			1,611			4,742			1,656			3,086
Gain on sales of real estate		30,160			127,700			(97,540	)		—			19			(19	)
Miscellaneous income											472			1,079			(607	)
Operating income		36,004			131,933			(95,929	)		5,214			2,754			2,460
Interest expense		(11,049	)		(9,960	)		(1,089	)		(10,683	)		(10,993	)		310
Casualty gain		4,960			—			4,960
Casualty gain (loss)											2,379			(1,079	)		3,458
Loss on extinguishment of debt and modification costs		(596	)		(2,869	)		2,273			(328	)		—			(328	)
Miscellaneous income		322			—			322
Net income		29,641			119,104			(89,463	)
Net income attributable to redeemable noncontrolling interests in the Operating Partnership		89			357			(268	)
Net income attributable to common stockholders	$	29,552		$	118,747		$	(89,195	)
Net loss											(3,418	)		(9,318	)		5,900
Net loss attributable to redeemable noncontrolling interests in the Operating Partnership											(10	)		(28	)		18
Net loss attributable to common stockholders										$	(3,408	)	$	(9,290	)	$	5,882

The change in our net ~~income~~loss for the three months ended ~~September~~June 30, ~~2020~~2021 as compared to our net ~~income~~loss for the three months ended ~~September~~June 30, ~~2019~~2020 primarily relates to ~~our acquisition~~increases in casualty gain and ~~disposition activity in 2020 and 2019 and the timing of the transactions. The change in our net income between the periods was also due to an increase in~~ total ~~expenses and an increase in interest expense~~revenues, partially offset by ~~an increase~~a decrease in ~~total revenues.~~miscellaneous income.

Rental income. Rental income was ~~$49.6~~$51.0 million for the three months ended ~~September~~June 30, ~~2020~~2021 compared to ~~$45.9~~$49.3 million for the three months ended ~~September~~June 30, ~~2019,~~2020, which was an increase of approximately ~~$3.7~~$1.7 million. The increase between the periods was primarily due to a ~~2.5%~~4.5% increase in the weighted average monthly effective rent per occupied apartment unit in our Portfolio to ~~$1,122~~$1,159 as of ~~September~~June 30, ~~2020~~2021 from ~~$1,095~~$1,109 as of ~~September~~June 30, ~~2019.~~2020. The increase in effective rent was primarily driven by the value-add program that we have implemented and organic growth in rents.

Other income. Other income was $1.5 million for the three months ended June 30, 2021 compared to $1.4 million for the three months ended ~~September~~June 30, 2020, ~~compared to $1.0 million for the three months ended September 30, 2019,~~ which was an increase of approximately ~~$0.4~~$0.1 million. The increase between the periods was primarily due to an increase in ~~cable tv~~application fee income of ~~$0.5, partially offset by a~~approximately $0.1 ~~decrease in miscellaneous fees.~~million.

Property operating expenses. Property operating expenses was ~~$11.9~~$11.2 million for the three months ended ~~September~~June 30, ~~2020~~2021 compared to ~~$11.5,~~$12.0, which was ~~an increase~~a decrease of approximately ~~$0.4~~$0.8 million. The ~~increase~~decrease between periods was primarily due to a ~~$0.2~~$0.3 million ~~increase~~decrease in pandemic expense.

Real estate taxes and insurance. Real estate taxes and insurance costs were ~~$7.7~~$8.5 million for the three months ended ~~September~~June 30, ~~2020~~2021 compared to ~~$6.7~~$7.8 million for the three months ended ~~September~~June 30, ~~2019,~~2020, which was an increase of approximately ~~$1.0~~$0.7 million. The increase between the periods was primarily due to our acquisition and disposition activity in 2020 and 2019 and the timing of the transactions. The increase between the periods was also due to a ~~$0.6~~$0.8 million, or ~~10.6%~~12.1%, increase in property taxes. Property taxes incurred in the first year of ownership may be significantly less than subsequent years since the purchase price of the property may trigger a significant increase in assessed value by the taxing authority in subsequent years, increasing the costs of real estate taxes. Additionally, we have seen and expect state and local municipalities to make up budget shortfalls due to the COVID-19 pandemic through increased taxation. During the three months ended June 30, 2021, we experienced property value increases.

Property management fees. Property management fees ~~were~~remained flat at $1.5 million for the three months ended ~~September~~June 30, ~~2020 compared to $1.4~~2021 and 2020. Property management fees are primarily based on total revenues.

Advisory and administrative fees. Advisory and administrative fees were $1.9 million for the three months ended ~~September~~June 30, ~~2019, which was an increase of approximately $0.1 million. The increase between the periods was primarily due to an increase in total revenues, which the fee is primarily based on.~~

~~Advisory and administrative fees.~~ ~~Advisory and administrative fees were $2.0 million for the three months ended September 30, 2020~~2021 compared to $1.9 million for the three months ended ~~September~~June 30, 2019. The amount incurred during the three months ended September 30, 2020 and 2019 represents the maximum fee allowed on properties defined as Contributed Assets under the Advisory Agreement plus approximately $0.7 million and $0.5 million, respectively, of advisory and administrative fees incurred on certain properties defined as New Assets.2020. For the three months ended ~~September~~June 30, 2021 and 2020, our Adviser elected to voluntarily waive the advisory and administrative fees ~~incurred on the properties acquired subsequent to October 2016, excluding Hollister Place, Stone Creek at Old Farm and The Heritage, which totaled~~of approximately ~~$3.8~~$4.1 million and are considered to be permanently waived for the period. For the three months ended September 30, 2019, our Adviser elected to voluntarily waive the advisory and administrative fees incurred on properties acquired subsequent to October 2016, excluding Hollister Place and Stone Creek at Old Farm, which totaled approximately $2.3 million and are considered to be permanently waived.$3.8 million. Our Adviser is not contractually obligated to waive fees on New Assets in the future and may cease waiving fees on New Assets at its discretion. Advisory and administrative fees may increase in future periods as we acquire additional properties, which will be classified as New Assets.

Corporate general and administrative expenses. Corporate general and administrative expenses were ~~$2.8~~$3.0 million for the three months ended ~~September~~June 30, ~~2020~~2021 compared to ~~$2.3~~$2.9 million for the three months ended ~~September~~June 30, 2019, which was an increase of approximately $0.5 million. The increase between the periods was primarily due to an increase of $0.3 million in audit fees and $0.1 million equity-based compensation expense.

~~Property general and administrative expenses.~~ ~~Property general and administrative expenses were $1.6 million for the three months ended September 30,~~ 2020, ~~compared to $1.5 million for the three months ended September 30, 2019,~~ which was an increase of approximately $0.1 million. The increase between the periods was primarily due to an increase of $0.1 million in professional fees.

Property general and administrative expenses. Property general and administrative expenses were $1.8 million for the three months ended June 30, 2021 compared to $1.5 million for the three months ended June 30, 2020, which was an increase of approximately $0.3 million. The increase between the periods was primarily due to a $0.1 million increase in ~~digital strategy~~eviction fee expense and a $0.1 million increase property tax appeal expense.

Depreciation and amortization. Depreciation and amortization costs were ~~$17.7~~$20.0 million for the three months ended ~~September~~June 30, ~~2020~~2021 compared to ~~$17.2~~$21.4 million for the three months ended ~~September~~June 30, ~~2019,~~2020, which was ~~an increase~~a decrease of approximately ~~$0.5~~$1.4 million. The ~~increase~~decrease between the periods was primarily due to ~~an increase~~a decrease of $1.1 million in amortization of intangible lease assets and a decrease in depreciation expense of approximately ~~$3.6~~$0.3 million, which was primarily due to our acquisition activity in ~~2020~~2021 and ~~2019~~2020 and the timing of the ~~transactions, partially offset by a decrease of $3.1 million in amortization of intangible lease assets.~~transactions. The amortization of intangible lease assets over a six-month period from the date of acquisition is expected to increase the amortization expense during the initial year of operations for each property.

Interest expense. Interest expense was $10.7 million for the three months ended June 30, 2021 compared to $11.0 million for the three months ended ~~September~~June 30, 2020, ~~compared~~which was a decrease of approximately $0.3 million. The decrease between the periods was primarily due to ~~$10.0~~a decrease in interest on debt of approximately $1.3 million, partially offset by an increase in interest rate swap expense of approximately $1.1 million. The following table details the various costs included in interest expense for the three months ended ~~September~~June 30, ~~2019,~~2021 and 2020 (in thousands):

The six months ended June 30, 2021 as compared to the six months ended June 30, 2020

The following table sets forth a summary of our operating results for the six months ended June 30, 2021 and 2020 (in thousands):

The change in our net loss for the six months ended June 30, 2021 as compared to the net income for the six months ended June 30, 2020 primarily relates to a decrease in gain on sales of real estate, partially offset by increases in casualty gain and total revenues and a decrease in total expenses.

Rental income. Rental income was $101.4 million for the six months ended June 30, 2021 compared to $100.4 million for the six months ended June 30, 2020, which was an increase of approximately $1.0 million. The increase between the periods was primarily due to ~~increase in interest rate swap expense of approximately $5.3 million, partially offset by~~ a decrease in interest on debt of approximately $4.4 million. The following table details the various costs included in interest expense for the three months ended September 30, 2020 and 2019 (in thousands):

~~The nine months ended September 30, 2020 as compared to the nine months ended September 30, 2019~~

~~The following table sets forth a summary of our operating results for the nine months ended September 30, 2020 and 2019 (in thousands):~~

The change in our net income for the nine months ended September 30, 2020 as compared to the net loss for the nine months ended September 30, 2019 primarily relates to a decrease in gain on sales of real estate and an increase in operating expenses and interest expense, partially offset by an increase in total revenues. The change in our net income between the periods was also due to our acquisition and disposition activity in 2020 and 2019 and the timing of the transactions.

~~Rental income~~. Rental income was $149.9 million for the nine months ended September 30, 2020 compared to $128.3 million for the nine months ended September 30, 2019, which was an increase of approximately $21.6 million. The increase between the periods was primarily due to a 2.5%4.5% increase in the weighted average monthly effective rent per occupied apartment unit in our Portfolio to ~~$1,122~~$1,159 as of ~~September~~June 30, ~~2020~~2021 from ~~$1,095~~$1,109 as of ~~September~~June 30, ~~2019.~~2020. The increase in effective rent was primarily driven by the value-add program that we have implemented and organic growth in rents in the markets where our properties are ~~located and an increase in the number of properties contained in the Company’s portfolio.~~located.

Other income. Other income was ~~$4.3~~$3.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 compared to ~~$3.1~~$2.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, which was an increase of approximately ~~$1.2~~$0.1 million. The increase between the periods was primarily due to a ~~$1.7~~$0.1 million increase in ~~cable TV income, partially offset by a $0.2 million decrease in non-refundable fees and $0.3 million decrease in miscellaneous~~application fee income.

Property operating expenses. Property operating expenses were ~~$35.6~~$22.4 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 compared to ~~$31.3~~$23.7 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, which was ~~an increase~~a decrease of approximately ~~$4.3~~$1.3 million. The ~~increase~~decrease between the periods was primarily due to our acquisition and disposition activity in ~~2020~~2021 and ~~2019~~2020 and the timing of the transactions. The ~~increase~~decrease between the periods was also due to a ~~$0.5~~$0.1 million ~~increase~~decrease in water and sewer expense and a $0.2 million decrease in pandemic expense which represents additional cleaning, disinfecting and other costs incurred at the properties related to COVID-19.

Real estate taxes and insurance. Real estate taxes and insurance costs were ~~$23.5~~$17.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 compared to ~~$18.1~~$15.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, which was an increase of approximately ~~$5.4~~$1.4 million. The increase between the periods was primarily due to a ~~$4.2~~$1.4 million, or ~~25.9%~~9.9%, increase in property taxes. Property taxes incurred in the first year of ownership may be significantly less than subsequent years since the purchase price of the property may trigger a significant increase in assessed value by the taxing authority in subsequent years, increasing the cost of real estate taxes. Additionally, we have seen and expect state and local municipalities to make up budget shortfalls due to the COVID-19 pandemic through increased taxation. During the six months ended June 30, 2021, we experienced property value increases.

Property management fees. Property management fees ~~were $4.5~~remained flat at $3.0 million for the ~~nine~~six months ended ~~September~~June 30, 2020 compared to $3.9 million for the nine months ended September 30, 2019, which was an increase of approximately $0.6 million. The increase between the periods was primarily due to an increase in total revenues, which the fee is2021 and 2020. Property management fees are primarily based ~~on.~~on total revenues.

Advisory and administrative fees. Advisory and administrative fees ~~an increase~~remained flat at ~~$5.8~~$3.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~$5.6~~$3.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019. The amount incurred during~~2020. For the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and 2019 represents the maximum fee allowed on properties defined as Contributed Assets under the Advisory Agreement plus approximately $1.8 million and $1.6 million, respectively, of advisory and administrative fees incurred on certain properties defined as New Assets. For the nine months ended September 30, 2020, our Adviser elected to voluntarily waive the advisory and administrative fees ~~incurred on the properties we acquired subsequent to October 2016, excluding Hollister Place, Stone Creek at Old Farm and The Heritage, which totaled~~of approximately ~~$11.5~~$8.1 million and are considered to be permanently waived. For the nine months ended September 30, 2019, our Adviser elected to voluntarily waive the advisory and administrative fees incurred on the properties we acquired subsequent to October 2016, excluding Hollister Place and Stone Creek at Old Farm, which totaled approximately $5.6 million and are considered to be permanently waived for the period.$7.7 million. Our Adviser is not contractually obligated to waive fees on New Assets in the future and may cease waiving fees on New Assets at its discretion. Advisory and administrative fees may increase in future periods as we acquire additional properties, which will be classified as New Assets.

Corporate general and administrative expenses. Corporate general and administrative expenses were ~~$8.4~~$5.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 compared to ~~$7.3~~$5.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, which was an increase of approximately ~~$1.1~~$0.3 million. The increase was primarily due to an increase in stock compensation expense of $0.8 million, partially offset by a decrease in audit fees of ~~$0.3~~$0.1 million and accounting fees of $0.1 million.

Property general and administrative expenses. Property general and administrative expenses were ~~$4.9~~$3.3 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 compared to ~~$5.0~~$3.4 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, which was a decrease of approximately $0.1 million. The decrease was primarily due to a decrease in ~~eviction fees~~other entity expenses of ~~$0.2~~$0.1 million.

Depreciation and amortization. Depreciation and amortization costs were ~~$62.5~~$40.7 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 compared to ~~$45.7~~$44.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, which was ~~an increase~~a decrease of approximately ~~$16.8~~$4.1 million. The ~~increase~~decrease between the periods was primarily due toa decrease in amortization of intangible lease assets of $5.1 million, partially offset by an increase of ~~$17.2~~$1.1 million in depreciation expense, which was primarily due to our acquisition activity in ~~2020~~2021 and ~~2019~~2020 and the timing of the transactions. The amortization of intangible lease assets over a six-month period from the date of acquisition is expected to increase the amortization expense during the initial year of operations for each property.

Interest expense. Interest expense was ~~$33.7~~$21.3 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 compared to ~~$26.6~~$22.7 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, which was ~~an increase~~a decrease of approximately ~~$7.1~~$1.4 million. The ~~increase~~decrease between the periods was primarily due a decrease in interest on debt of $6.5 million, partially offset by an increase in interest rate swap expense of ~~$11.1 million, partially offset by a decrease in interest on debt of~~ approximately ~~$4.7~~$5.4 million. The following table details the various costs included in interest expense for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 (in thousands):

	For the Nine Months Ended September 30,								For the Six Months Ended June 30,
	2020		2019			$ Change			2021		2020			$ Change
Interest on debt	$	25,912	$	30,605		$	(4,693	)	$	12,791	$	19,247		$	(6,456	)
Amortization of deferred financing costs		2,141		1,443			698			1,056		1,438			(382	)
Interest rate swap expense		5,651		(5,440	)		11,091			7,409		1,998			5,411
Interest rate caps expense		—		30			(30	)		43		(28	)		71
Total	$	33,704	$	26,638		$	7,066		$	21,299	$	22,655		$	(1,356	)

Loss on extinguishment of debt and modification costs. There was a ~~$1.5~~$0.3 million loss on extinguishment of debt and modification costs for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 compared to a ~~$2.9~~$0.9 million loss for the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020, which was a decrease of approximately $0.6 million. The decrease between the periods was primarily due to a decrease in prepayment penalties and defeasance costs of approximately ~~$0.7~~$0.4 million and a decrease in write-off of deferred financing costs of approximately ~~$0.7~~$0.1 million. The following table details the various costs included in loss on extinguishment of debt and modification costs for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 (in thousands):

	For the Nine Months Ended September 30,							For the Six Months Ended June 30,
	2020		2019		$ Change			2021		2020		$ Change
Prepayment penalties and defeasance costs	$	711	$	1,449	$	(738	)	$	—	$	416	$	(416	)
Write-off of deferred financing costs		757		1,420		(663	)		328		455		(127	)
Debt modification and other extinguishment costs		2		—		2			—		3		(3	)
Total	$	1,470	$	2,869	$	(1,399	)	$	328	$	874	$	(546	)

Gain on sales of real estate. Gain on sale of real estate was ~~$69.2~~$0.0 million during the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 compared to ~~$127.7~~$39.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, which was a decrease of approximately ~~$58.5~~$39.0 million. The decrease between the periods was primarily due to our acquisition and disposition activity in ~~2020~~2021 and ~~2019~~2020 and the timing of the transactions.

~~NOI is a non-GAAP financial measure of performance.~~ NOI is used by investors and our management to evaluate and compare the performance of our properties to other comparable properties, to determine trends in earnings and to compute the fair value of our ~~properties as~~properties. NOI is ~~not affected~~calculated by adjusting net income (loss) to add back (1) ~~the cost of funds,~~interest expense (2) ~~acquisition costs, (3)~~ advisory and administrative fees, ~~(4)~~(3) the impact of depreciation and amortization expenses as well as gains or losses from the sale of operating real estate assets that are included in net income computed in accordance with GAAP, ~~(5)~~(4) corporate general and administrative expenses, ~~(6)~~(5) other gains and losses that are specific to us ~~(7)~~including loss on extinguishment of debt and modification costs, (6) casualty-related expenses/(recoveries) and casualty gains ~~or losses, (8) miscellaneous income derived from recognition of lost rents covered by insurance, (9)~~(losses), (7) pandemic expenses that are not reflective of continuing operations of the properties and ~~(10)~~(8) property general and administrative expenses that are not reflective of the continuing operations of the properties or are incurred on ~~our~~ behalf of the Company at the property for expenses such as legal, professional and franchise tax fees.

The cost of funds is eliminated from net income (loss) because it is specific to our particular financing capabilities and constraints. The cost of funds is also eliminated because it is dependent on historical interest rates and other costs of capital as well as past decisions made by us regarding the appropriate mix of capital, which may have changed or may change in the future. ~~Acquisition costs and non-operating~~Non-operating fees to affiliates are eliminated because they do not reflect continuing operating costs of the property owner. Depreciation and amortization expenses as well as gains or losses from the sale of operating real estate assets are eliminated because they may not accurately represent the actual change in value in our multifamily properties that result from use of the properties or changes in market conditions. While certain aspects of real property do decline in value over time in a manner that is reasonably captured by depreciation and amortization, the value of the properties as a whole have historically increased or decreased as a result of changes in overall economic conditions instead of from actual use of the property or the passage of time. Gains and losses from the sale of real property vary from property to property and are affected by market conditions at the time of sale, which will usually change from period to period. Casualty-related expenses and recoveries, ~~and~~casualty gains and losses, and losses of extinguished debt and modification costs are excluded because they do not reflect continuing operating costs of the property owner. ~~Miscellaneous income is eliminated as the income is derived from recognition of lost rents covered by insurance.~~ Corporate level general and administrative expenses are eliminated because they do not reflect the operating activity performed at the properties. Entity level general and administrative expenses incurred at the properties and pandemic expenses are eliminated as they are specific to the way in which we

have chosen to hold our properties and are the result of our ownership structuring. Also, expenses that are incurred upon acquisition of a property do not reflect continuing operating costs of the property owner. These gains and losses can create distortions when comparing one period to another or when comparing our operating results to the operating results of other real estate companies that have not made similarly timed purchases or sales. We believe that eliminating these items from net income is useful because the resulting measure captures the actual ongoing revenue generated and actual expenses incurred in operating our properties as well as trends in occupancy rates, rental rates and operating costs.

However, the usefulness of NOI is limited because it excludes corporate general and administrative expenses, interest expense, loss on extinguishment of debt and modification costs, acquisition costs, certain fees to affiliates such as advisory and administrative fees, depreciation and amortization expense and gains or losses from the sale of properties, pandemic expenses, and other gains and losses as determined under GAAP, the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties, all of which are significant economic costs. NOI may fail to capture significant trends in these components of net income, which further limits its usefulness.

NOI is a measure of the operating performance of our properties but does not measure our performance as a whole. NOI is therefore not a substitute for net income (loss) as computed in accordance with GAAP. This measure should be analyzed in conjunction with net income (loss) computed in accordance with GAAP and discussions elsewhere in “—Results of Operations” regarding the components of net income (loss) that are eliminated in the calculation of NOI. Other companies may use different methods for calculating NOI or similarly entitled measures and, accordingly, our NOI may not be comparable to similarly entitled measures reported by other companies that do not define the measure exactly as we do.

We define “Same Store NOI” as NOI for our properties that are comparable between periods. We view Same Store NOI as an important measure of the operating performance of our properties because it allows us to compare operating results of properties owned for the entirety of the current and comparable periods and therefore eliminates variations caused by acquisitions or dispositions during the periods.

NOI and Same Store NOI for the Three and Six Months Ended June 30, 2021 and 2020

The following table, which has not been adjusted for the effects of noncontrolling interests, reconciles our NOI and our Same Store NOI for the three and six months ended June 30, 2021 and 2020 to net income (loss), the most directly comparable GAAP financial measure (in thousands):

Net Operating Income for Our Q3Q2 Same Store and Non-Same Store Properties for the Three Months Ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020

There are 2835 properties encompassing ~~9,926~~13,544 units of apartment space in our same store pool for the three months ended ~~September~~June 30, 2021 and 2020 ~~and 2019~~ (our ~~“Q3~~“Q2 Same Store” properties). Our Q3Q2 Same Store properties exclude the following ~~eight~~four properties in our Portfolio as of ~~September~~June 30, ~~2020:~~2021: ~~Residences~~Fairways at ~~Glenview Reserve, Residences~~San Marcos, The Verandas at ~~West Place, Avant~~Lake Norman, Creekside at ~~Pembroke Pines, Arbors of Brentwood, Torreyana Apartments, Bloom, Bella Solara,~~Matthews and Cutter’s ~~Point.~~Point as well as the 113 units (see Note 5) that are currently down.

The following table reflects the revenues, property operating expenses and NOI for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 for our Q3Q2 Same Store and Non-Same Store properties (dollars in thousands):

	For the Three Months Ended September 30,										For the Three Months Ended June 30,
	2020		2019		$ Change			% Change			2021		2020		$ Change			% Change
Revenues
Same Store
Rental income	$	33,468	$	32,328	$	1,140			3.5	%	$	49,401	$	47,788	$	1,613			3.4	%
Other income		586		635		(49	)		-7.7	%		1,481		1,420		61			4.3	%
Same Store revenues		34,054		32,963		1,091			3.3	%		50,882		49,208		1,674			3.4	%
Non-Same Store
Rental income		16,110		13,526		2,584			19.1	%		1,646		1,465		181			12.4	%
Other income		826		344		482			140.1	%		35		8		27			337.5	%
Non-Same Store revenues		16,936		13,870		3,066			22.1	%		1,681		1,473		208			14.1	%
Total revenues		50,990		46,833		4,157			8.9	%		52,563		50,681		1,882			3.7	%

Operating expenses
Same Store
Property operating expenses (1)		7,845		7,887		(42	)		-0.5	%		11,251		10,612		639			6.0	%
Real estate taxes and insurance		4,921		4,644		277			6.0	%		8,347		7,536		811			10.8	%
Property management fees (2)		1,017		983		34			3.5	%		1,465		1,400		65			4.6	%
Property general and administrative expenses (3)		864		874		(10	)		-1.1	%		1,323		1,175		148			12.6	%
Same Store operating expenses		14,647		14,388		259			1.8	%		22,386		20,723		1,663			8.0	%
Non-Same Store
Property operating expenses (4)		3,917		3,535		382			10.8	%		345		355		(10	)		-2.8	%
Real estate taxes and insurance		2,765		2,087		678			32.5	%		161		241		(80	)		-33.2	%
Property management fees (2)		472		425		47			11.1	%		51		65		(14	)		-21.5	%
Property general and administrative expenses (5)		345		298		47			15.8	%		63		80		(17	)		-21.3	%
Non-Same Store operating expenses		7,499		6,345		1,154			18.2	%		620		741		(121	)		-16.3	%
Total operating expenses		22,146		20,733		1,413			6.8	%		23,006		21,464		1,542			7.2	%

Operating income
Same Store
Miscellaneous income												168		—		168			0.0	%
Non-Same Store
Miscellaneous income												304		1,079		(775	)		-71.8	%
Total operating income												472		1,079		(607	)		-56.3	%

NOI
Same Store		19,407		18,575		832			4.5	%		28,664		28,485		179			0.6	%
Non-Same Store		9,437		7,525		1,912			25.4	%		1,365		1,811		(446	)		-24.6	%
Total NOI	$	28,844	$	26,100	$	2,744			10.5	%	$	30,029	$	30,296	$	(267	)		-0.9	%

See reconciliation of net ~~income~~loss to NOI ~~below~~above under “NOI and Same Store NOI for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2020~~2021 and ~~2019.~~2020.”

Q3Q2 Same Store Results of Operations for the Three Months Ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020

As of ~~September~~June 30, ~~2020,~~2021, our Q3Q2 Same Store properties were approximately ~~95.1%~~96.0% leased with a weighted average monthly effective rent per occupied apartment unit of ~~$1,058.~~$1,153. As of ~~September~~June 30, ~~2019,~~2020, our Q3Q2 Same Store properties were approximately ~~93.4%~~95.3% leased with a weighted average monthly effective rent per occupied apartment unit of ~~$1,039.~~$1,113. For our Q3Q2 Same Store properties, we recorded the following operating results for the three months ended ~~September~~June 30, ~~2020~~2021 as compared to the three months ended ~~September~~June 30, ~~2019:~~2020:

Rental income. Rental income was ~~$33.5~~$49.4 million for the three months ended ~~September~~June 30, ~~2020~~2021 compared to ~~$32.3~~$47.8 million for the three months ended ~~September~~June 30, ~~2019,~~2020, which was an increase of approximately ~~$1.2~~$1.6 million, or ~~3.5%~~3.4%. The majority of the increase is related to a ~~1.8%~~3.6% increase in the weighted average monthly effective rent per occupied apartment unit to ~~$1,058~~$1,153 as of ~~September~~June 30, 2021 from $1,113 as of June 30, 2020, ~~from $1,039 as of September 30, 2019,~~ and a ~~1.7%~~0.7% increase in occupancy.

Other income. Other income ~~remained flat at $0.6~~was $1.5 million for the three months ended ~~September~~June 30, ~~2020,~~2021, compared to ~~$0.6~~$1.4 million for the three months ended ~~September~~June 30, ~~2019.~~2020, which was an increase of approximately $0.1 million. The majority of the increase is related to a $0.1 million increase in application fee income.

Property operating expenses. Property operating expenses were ~~$7.8~~$11.3 million for the three months ended ~~September~~June 30, ~~2020~~2021 compared to ~~$7.9~~$10.6 million for the three months ended ~~September~~June 30, ~~2019,~~2020, which was ~~a decrease by $0.1~~an increase of $0.7 million, or ~~0.5%~~6.0%. The majority of the ~~decrease~~increase is related to a ~~$0.2~~$0.5 million, or ~~7.0% decrease~~13.8% increase in repair and maintenance costs ~~partially offset by~~and a $0.1 million, or ~~5.7%~~1.7% increase in ~~utilities.~~payroll costs.

Real estate taxes and insurance. Real estate taxes and insurance costs were ~~$4.9~~$8.3 million for the three months ended ~~September~~June 30, ~~2020~~2021 compared to ~~$4.6~~$7.5 million for the three months ended ~~September~~June 30, ~~2019,~~2020, which was an increase of approximately ~~$0.3~~$0.8 million, or ~~6.0%~~10.8%. The increase is related to a ~~$0.2~~$0.7 million, or ~~4.2%~~11.2%, increase in property taxes and a $0.1 million, or ~~19.1%~~8.4%, increase in insurance costs.

Property management fees. Property management fees ~~remained flat at $1.0~~were $1.5 million for the three months ended ~~September~~June 30, ~~2020~~2021 compared to ~~$1.0~~$1.4 million for the three months ended ~~September~~June 30, ~~2019.~~2020, which was an increase of approximately $0.1 million. The increase between the periods was primarily due to an increase in revenues, which the fee is primarily based on.

Property general and administrative expenses. Property general and administrative expenses ~~remained flat at $0.9~~were $1.3 million for the three months ended ~~September~~June 30, ~~2020~~2021 compared to ~~$0.9~~$1.2 million for the three months ended ~~September~~June 30, ~~2019.~~2020, which was an increase of approximately $0.1 million. The majority of the increase is related to a $0.1 million increase in eviction fee expense.

Net Operating Income for Our Same Store and Non-Same Store Properties for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020

There are 2435 properties encompassing ~~9,074~~13,544 units of apartment space in our same store pool for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 (our “Same Store” properties). Our Same Store properties exclude the following ~~twelve~~four properties in our Portfolio as of ~~September~~June 30, ~~2020:~~2021: ~~Bella Vista,~~Fairways at San Marcos, The ~~Enclave, The Heritage, Summers Landing~~,~~Residences~~Verandas at ~~Glenview Reserve, Residences~~Lake Norman, Creekside at ~~West Place, Avant at Pembroke Pines, Arbors of Brentwood, Torreyana Apartments, Bloom, Bella Solara~~Matthews and Cutter’s ~~Point.~~Point as well as the 113 units (see Note 5) that are currently down.

The following table reflects the revenues, property operating expenses and NOI for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 for our Same Store and Non-Same Store properties (dollars in thousands):

	For the Nine Months Ended September 30,										For the Six Months Ended June 30,
	2020		2019		$ Change			% Change			2021		2020		$ Change			% Change
Revenues
Same Store
Rental income	$	89,868	$	85,901	$	3,967			4.6	%	$	98,212	$	95,570	$	2,642			2.8	%
Other income		1,671		2,074		(403	)		-19.4	%		2,922		2,846		76			2.7	%
Same Store revenues		91,539		87,975		3,564			4.1	%		101,134		98,416		2,718			2.8	%
Non-Same Store
Rental income		60,077		42,369		17,708			41.8	%		3,175		4,797		(1,622	)		-33.8	%
Other income		2,636		1,046		1,590			152.0	%		50		49		1			2.0	%
Non-Same Store revenues		62,713		43,415		19,298			44.5	%		3,225		4,846		(1,621	)		-33.5	%
Total revenues		154,252		131,390		22,862			17.4	%		104,359		103,262		1,097			1.1	%

Operating expenses
Same Store
Property operating expenses (1)		20,624		20,541		83			0.4	%		22,084		21,242		842			4.0	%
Real estate taxes and insurance		14,273		12,966		1,307			10.1	%		16,922		15,043		1,879			12.5	%
Property management fees (2)		2,725		2,626		99			3.8	%		2,901		2,836		65			2.3	%
Property general and administrative expenses (3)		2,390		2,642		(252	)		-9.5	%		2,593		2,452		141			5.8	%
Same Store operating expenses		40,012		38,775		1,237			3.2	%		44,500		41,573		2,927			7.0	%
Non-Same Store
Property operating expenses (4)		13,766		10,689		3,077			28.8	%		662		1,386		(724	)		-52.2	%
Real estate taxes and insurance		9,212		5,087		4,125			81.1	%		308		756		(448	)		-59.3	%
Property management fees (2)		1,779		1,313		466			35.5	%		100		179		(79	)		-44.1	%
Property general and administrative expenses (5)		1,437		1,262		175			13.9	%		119		166		(47	)		-28.3	%
Non-Same Store operating expenses		26,194		18,351		7,843			42.7	%		1,189		2,487		(1,298	)		-52.2	%
Total operating expenses		66,206		57,126		9,080			15.9	%		45,689		44,060		1,629			3.7	%

Operating income
Same Store
Miscellaneous income												295		—		295			0.0	%
Non-Same Store
Miscellaneous income												645		1,079		(434	)		-40.2	%
Total operating income												940		1,079		(139	)		-12.9	%

NOI
Same Store		51,527		49,200		2,327			4.7	%		56,929		56,843		86			0.2	%
Non-Same Store		36,519		25,064		11,455			45.7	%		2,681		3,438		(757	)		-22.0	%
Total NOI	$	88,046	$	74,264	$	13,782			18.6	%	$	59,610	$	60,281	$	(671	)		-1.1	%

See reconciliation of net income (loss) to NOI ~~below~~above under “NOI and Same Store NOI for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2020~~2021 and ~~2019.~~2020.”

Same Store Results of Operations for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020

As of ~~September~~June 30, ~~2020,~~2021, our Same Store properties were approximately ~~94.9%~~96.0% leased with a weighted average monthly effective rent per occupied apartment unit of ~~$1,042.~~$1,153. As of ~~September~~June 30, ~~2019,~~2020, our Same Store properties were approximately ~~93.3%~~95.3% leased with a weighted average monthly effective rent per occupied apartment unit of ~~$1,026.~~$1,113. For our Same Store properties, we recorded the following operating results for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 as compared to the ~~nine~~six months ended ~~September~~June 30, ~~2019:~~2020:

Rental income. Rental income was ~~$89.9~~$98.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 compared to ~~$85.9~~$95.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, which was an increase of approximately ~~$4.0~~$2.6 million, or ~~4.6%~~2.8%. The majority of the increase is related to a ~~1.6%~~3.6% increase in the weighted average monthly effective rent per occupied apartment unit to ~~$1,042~~$1,153 as of ~~September~~June 30, 2021 from $1,113 as of June 30, 2020, ~~from $1,026 as of September 30, 2019,~~ and a ~~1.6%~~0.7% increase in occupancy.

Other income. Other income was ~~$1.7~~$2.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 compared to ~~$2.1~~$2.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019, which was a decrease of approximately $0.4 million, or 19.4%. The majority of the decrease is related to a $0.3 million decrease in non-refundable fees.~~

~~Property operating expenses.~~ ~~Property operating expenses were $20.6 million for the nine months ended September 30,~~ 2020, ~~compared to $20.5 million for the nine months ended September 30, 2019,~~ which was an increase of approximately $0.1 million, or ~~0.4%~~2.7%. The majority of the increase is related to a $0.1 million increase in application fee income.

Property operating expenses. Property operating expenses were $22.1 million for the six months ended June 30, 2021 compared to $21.2 million for the six months ended June 30, 2020, which was an increase of approximately $0.9 million, or ~~2.5%~~4.0%. The majority of the increase is related to a $0.7 million, or 8.4%, increase in repairs and maintenance and a $0.2 million, or 3.4%, increase in utilities.

Real estate taxes and insurance. Real estate taxes and insurance costs were ~~$14.3~~$16.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 compared to ~~$13.0~~$15.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, which was an increase of approximately ~~$1.3~~$1.9 million, or ~~10.1%~~12.5%. The majority of the increase is related to a ~~$1.1~~$1.5 million, or ~~10.0%~~11.5%, increase in property taxes due to higher assessments of value by taxing ~~authorities.~~authorities and a $0.4 million, or 18.7%, increase in insurance.

Property management fees. Property management fees were ~~$2.7~~$2.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 compared to ~~$2.6~~$2.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, which was an increase of approximately $0.1 million, or ~~3.8%~~2.3%. The majority of the increase is related to a ~~$4.0~~$2.6 million, or ~~4.6%~~2.8%, increase in rental income, which the fee is primarily based on.

Property general and administrative expenses. Property general and administrative expenses were ~~$2.4 million for the nine months ended September 30, 2020 compared to~~ $2.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2021 compared to $2.5 million for the six months ended June 30, 2020, which was ~~a decrease~~an increase of approximately ~~$0.2~~$0.1 million. The majority of the ~~decrease~~increase is related to a ~~$0.2~~$0.1 million ~~or 16.6%, decrease~~increase in ~~marketing expenses.~~professional fees.

~~NOI and Same Store NOI for the Three and Nine Months Ended September 30, 2020 and 2019~~

The following table, which has not been adjusted for the effects of noncontrolling interests, reconciles our NOI and our Same Store NOI for the three and nine months ended September 30, 2020 and 2019 to net income (loss), the most directly comparable GAAP financial measure (in thousands):

We believe that net income, as defined by GAAP, is the most appropriate earnings measure. We also believe that funds from operations (“FFO”), as defined by the National Association of Real Estate Investment Trusts (“NAREIT”), core funds from operations (“Core FFO”) and adjusted funds from operations (“AFFO”) are important non-GAAP supplemental measures of operating performance for a REIT.

Since the historical cost accounting convention used for real estate assets requires depreciation except on land, such accounting presentation implies that the value of real estate assets diminishes predictably over time. However, since real estate values have historically risen or fallen with market and other conditions, presentations of operating results for a REIT that use historical cost accounting for depreciation could be less informative. Thus, NAREIT created FFO as a supplemental measure of operating performance for REITs that excludes historical cost depreciation and amortization, among other items, from net income, as defined by GAAP. FFO is defined by NAREIT as net income computed in accordance with GAAP, excluding gains or losses from real estate dispositions, plus real estate depreciation and amortization. We compute FFO attributable to common stockholders in accordance with NAREIT’s definition. Our presentation differs slightly in that we begin with net income (loss) before adjusting for amounts attributable to noncontrolling interests and we show the combined amounts attributable to such noncontrolling interests as an adjustment to arrive at FFO attributable to common stockholders.

Core FFO makes certain adjustments to FFO, which are either not likely to occur on a regular basis or are otherwise not representative of the ongoing operating performance of our portfolio. Core FFO adjusts FFO to remove items such as ~~acquisition expenses,~~ losses on extinguishment of debt and modification costs (including prepayment penalties and defeasance costs incurred on the early repayment of debt, the write-off of unamortized deferred financing costs and fair market value adjustments of assumed debt related to the early repayment of debt, costs incurred in a debt modification that are not capitalized as deferred financing costs and other costs incurred in a debt extinguishment), casualty-related expenses and recoveries and gains or losses, pandemic expenses, the amortization of deferred financing costs incurred in connection with obtaining short-term debt financing, and the noncontrolling interests (as described above) related to these items. We believe Core FFO is useful to investors as a supplemental gauge of our operating performance and is useful in comparing our operating performance with other REITs that are not as involved in the aforementioned activities.

AFFO makes certain adjustments to Core FFO in order to arrive at a more refined measure of the operating performance of our Portfolio. There is no industry standard definition of AFFO and practice is divergent across the industry. AFFO adjusts Core FFO to remove items such as equity-based compensation expense and the amortization of deferred financing costs incurred in connection with obtaining long-term debt financing, and the noncontrolling interests (as described above) related to these items. We believe AFFO is useful to investors as a supplemental gauge of our operating performance and is useful in comparing our operating performance with other REITs that are not as involved in the aforementioned activities.

The effect of the conversion of OP Units held by noncontrolling limited partners is not reflected in the computation of basic and diluted FFO, Core FFO and AFFO per share, as they are exchangeable for common stock on a one-for-one basis. The FFO, Core FFO and AFFO allocable to such units is allocated on this same basis and reflected in the adjustments for noncontrolling interests in the table below. As such, the assumed conversion of these units would have no net impact on the determination of diluted FFO, Core FFO and AFFO per share. See Note 910 to our consolidated financial statements for additional information.

We believe that the use of FFO, Core FFO and AFFO, combined with the required GAAP presentations, improves the understanding of operating results of REITs among investors and makes comparisons of operating results among such companies more meaningful. While FFO, Core FFO and AFFO are relevant and widely used measures of operating performance of REITs, they do not represent cash flows from operations or net income (loss) as defined by GAAP and should not be considered as an alternative or substitute to those measures in evaluating our liquidity or operating performance. FFO, Core FFO and AFFO do not purport to be indicative of cash available to fund our future cash requirements. Further, our computation of FFO, Core FFO and AFFO may not be comparable to FFO, Core FFO and AFFO reported by other REITs that do not define FFO in accordance with the current NAREIT definition or that interpret the current NAREIT definition or define Core FFO or AFFO differently than we do.

The following table reconciles our calculations of FFO, Core FFO and AFFO to net income (loss), the most directly comparable GAAP financial measure, for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 (in thousands, except per share amounts):

		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,
		2020			2019			2020			2019			% Change (1)				2021			2020			2021			2020			% Change (1)
Net income		$	29,641		$	119,104		$	48,362		$	112,744		N/M
Net income (loss)																		$	(3,418	)	$	(9,318	)	$	(10,318	)	$	18,721		N/M
Depreciation and amortization			17,723			17,228			62,479			45,692			36.7	%			19,986			21,418			40,744			44,756			-9.0	%
Gain on sales of real estate			(30,160	)		(127,700	)		(69,151	)		(127,700	)		-45.8	%			—			(19	)		—			(38,991	)	N/M
Adjustment for noncontrolling interests			(52	)		(26	)		(125	)		(92	)		35.9	%			(50	)		(36	)		(91	)		(73	)		24.7	%
FFO attributable to common stockholders			17,152			8,606			41,565			30,644			35.6	%			16,518			12,045			30,335			24,413			24.3	%

FFO per share - basic		$	0.70		$	0.36		$	1.68		$	1.29			30.7	%		$	0.66		$	0.50		$	1.21		$	0.98			23.0	%
FFO per share - diluted		$	0.69		$	0.35		$	1.65		$	1.26			30.7	%		$	0.66		$	0.50		$	1.21		$	0.96			25.4	%

Loss on extinguishment of debt and modification costs			596			2,869			1,470			2,869			-48.8	%			328			—			328			874		N/M
Casualty-related expenses/(recoveries)			(47	)		34			726			26		N/M					(435	)		723			(392	)		773		N/M
Casualty gains			(4,960	)		—			(3,932	)		—			0.0	%
Casualty losses/(gains)																			(2,379	)		1,079			(2,379	)		1,028		N/M
Pandemic expense	(2)		191			—			475			—			0.0	%	(2)		12			274			35			284		N/M
Amortization of deferred financing costs - acquisition term notes			345			—			1,039			—			0.0	%			140			345			349			694			-49.7	%
Adjustment for noncontrolling interests			11			(9	)		2			(9	)	N/M					7			(7	)		6			(11	)	N/M
Core FFO attributable to common stockholders			13,288			11,500			41,345			33,530			23.3	%			14,191			14,459			28,282			28,055			0.8	%

Core FFO per share - basic		$	0.55		$	0.48		$	1.67		$	1.41			18.8	%		$	0.56		$	0.59		$	1.13		$	1.13			-0.2	%
Core FFO per share - diluted		$	0.53		$	0.47		$	1.64		$	1.38			18.8	%		$	0.56		$	0.59		$	1.13		$	1.11			1.7	%

Amortization of deferred financing costs - long term debt			357			541			1,102			1,443			-23.7	%			355			357			707			744			-5.0	%
Equity-based compensation expense			1,434			1,291			4,069			3,944			3.2	%			1,796			1,335			3,404			2,635			29.2	%
Adjustment for noncontrolling interests			(5	)		(6	)		(15	)		(16	)		-6.3	%			(6	)		(5	)		(12	)		(10	)		20.0	%
AFFO attributable to common stockholders			15,074			13,326			46,501			38,901			19.5	%			16,336			16,146			32,381			31,424			3.0	%

AFFO per share - basic		$	0.62		$	0.55		$	1.88		$	1.63			15.2	%		$	0.65		$	0.66		$	1.29		$	1.26			2.0	%
AFFO per share - diluted		$	0.60		$	0.54		$	1.85		$	1.60			15.2	%		$	0.65		$	0.66		$	1.29		$	1.24			4.0	%

Weighted average common shares outstanding - basic			24,372			24,088			24,688			23,793			3.8	%			25,140			24,307			25,104			24,847			1.0	%
Weighted average common shares outstanding - diluted			24,926			24,557			25,194			24,280			3.8	%			25,140			24,307			25,104			25,330			-0.9	%

Dividends declared per common share		$	0.3125		$	0.275		$	0.938		$	0.825			13.6	%		$	0.34125		$	0.3125		$	0.6825		$	0.625			9.2	%

FFO Coverage - diluted	(3)	2.20x			1.27x			1.76x			1.53x				15.03	%	(3)	1.93x			1.59x			1.77x			1.54x				14.81	%
Core FFO Coverage - diluted	(3)	1.71x			1.70x			1.75x			1.67x				4.57	%	(3)	1.65x			1.90x			1.65x			1.77x				-6.85	%
AFFO Coverage - diluted	(3)	1.94x			1.97x			1.97x			1.94x				1.38	%	(3)	1.90x			2.13x			1.89x			1.98x				-4.79	%

The three months ended ~~September~~June 30, ~~2020~~2021 as compared to the three months ended ~~September~~June 30, ~~2019~~2020

FFO was ~~$17.2~~$16.5 million for the three months ended ~~September~~June 30, ~~2020~~2021 compared to ~~$8.6~~$12.0 million for the three months ended ~~September~~June 30, ~~2019,~~2020, which was an increase of approximately ~~$8.6~~$4.5 million. The change in our FFO between the periods primarily relates to an increase in total revenues of ~~$4.2~~$1.9 million. ~~This~~

Core FFO was $14.2 million for the three months ended June 30, 2021 compared to $14.5 million for the three months ended June 30, 2020, which was a decrease of approximately $0.3 million. The change in our Core FFO between the periods primarily relates to increases in casualty gains of $3.5 million and casualty-related recoveries of $1.2 million, partially offset by an increase in property operating expenses of $1.5 million, an increase in advisory and administrative fees of $0.1 million, an increase in interest expense of $1.1 million, an increase in corporate general and administrative expenses of $0.5 million and adjustments for amounts attributable to noncontrolling interests.FFO.

~~Core FFO~~AFFO was ~~$13.3~~$16.3 million for the three months ended ~~September~~June 30, ~~2020~~2021 compared to ~~$11.5~~$16.1 million for the three months ended ~~September~~June 30, ~~2019,~~2020, which was an increase of approximately ~~$1.8~~$0.2 million. The change in our AFFO between the periods primarily relates to an increase in equity-based compensation expense of $0.5 million, partially offset by a decrease in Core FFO.

The six months ended June 30, 2021 as compared to the six months ended June 30, 2020

FFO was $30.3 million for the six months ended June 30, 2021 compared to $24.4 million for the six months ended June 30, 2020, which was an increase of approximately $5.9 million. The change in our FFO between the periods primarily relates to an increase in total revenues of $1.1 million.

Core FFO was $28.3 million for the six months ended June 30, 2021 compared to $28.1 million for the six months ended June 30, 2020, which was an increase of approximately $0.2 million. The change in our Core FFO between the periods primarily relates to an increase in FFO, partially offset by ~~increases~~an increase in casualty gains of ~~$4.5 million, casualty-related recoveries of $0.1 million, and a decrease in loss on extinguishment of debt and modification costs of $2.3~~approximately $3.4 million.

AFFO was ~~$15.1~~$32.4 million for the ~~three~~six months ended ~~September~~June 30, ~~2020~~2021 compared to ~~$13.3~~$31.4 million for the ~~three~~six months ended ~~September~~June 30, ~~2019,~~2020, which was an increase of approximately ~~$1.8~~$1.0 million. The change in our AFFO between the periods primarily relates to ~~increases~~an increase in Core FFO and an increase inof equity-based compensation expense of ~~$0.1 million, partially offset by a decrease in amortization of deferred financing costs for long term debt of $0.2~~$0.8 million.

~~The nine months ended September 30, 2020 as compared to the nine months ended September 30, 2019~~

FFO was $41.6 million for the nine months ended September 30, 2020 compared to $30.6 million for the nine months ended September 30, 2019, which was an increase of approximately $11.0 million. The change in our FFO between the periods primarily relates to an increase in total revenues of $22.9 million, partially offset by increases in total property operating expenses of $10.3 million, interest expense of $7.1 million, corporate general and administrative expenses of $1.1 million, and adjustments for amounts attributable to noncontrolling interests.

Core FFO was $41.3 million for the nine months ended September 30, 2020 compared to $33.5 million for the nine months ended September 30, 2019, which was an increase of approximately $7.8 million. The change in our Core FFO between the periods primarily relates to an increase in FFO, an increase in amortization of deferred financing costs for acquisition term notes of $1.0 million, an increase in pandemic expense of $0.5 million, and an increase of $0.2 million in casualty-related expenses, partially offset by a decrease in loss on extinguishment of debt and modification costs of $1.4 million and an increase in casualty gains of approximately $3.4 million.

AFFO was $46.5 million for the nine months ended September 30, 2020 compared to $38.9 million for the nine months ended September 30, 2019, which was an increase of approximately $7.6 million. The change in our AFFO between the periods primarily relates to increases in Core FFO, partially offset by a decrease in amortization of deferred financing costs for long term debt of $0.2 million.

Our short-term liquidity requirements consist primarily of funds necessary to pay for debt maturities, operating expenses and other expenditures directly associated with our multifamily properties, including:

We expect to meet our short-term liquidity requirements generally through net cash provided by operations and existing cash balances. As of ~~September~~June 30, ~~2020,~~2021, we had approximately ~~$11.9~~$9.3 million of renovation value-add reserves for our planned capital expenditures to implement our value-add program. Renovation value-add reserves are not required to be held in escrow by a third party. We may reallocate these funds, at our discretion, to pursue other investment opportunities or meet our short-term liquidity requirements.

Our long-term liquidity requirements consist primarily of funds necessary to pay for the costs of acquiring additional multifamily properties, renovations and other capital expenditures to improve our multifamily properties and scheduled debt payments and distributions. We expect to meet our long-term liquidity requirements through various sources of capital, which may include a revolving credit facility and future debt or equity issuances, existing working capital, net cash provided by operations, long-term mortgage indebtedness and other secured and unsecured borrowings, and property dispositions. However, there are a number of factors that may have a material adverse effect on our ability to access these capital sources, including the state of overall equity and credit markets, our degree of leverage, our unencumbered asset base and borrowing restrictions imposed by lenders (including as a result of any failure to comply with financial covenants in our existing and future indebtedness), general market conditions for REITs,

our operating performance and liquidity, market perceptions about us and restrictions on sales of properties under the Code. The Company continues to monitor the impact on COVID-19 and its impact on future rent collections, valuation of real estate investments, impact on cash flow and ability to refinance or repay debt. The success of our business strategy will depend, in part, on our ability to access these various capital sources.

In addition to our value-add program, our multifamily properties will require periodic capital expenditures and renovation to remain competitive. Also, acquisitions, redevelopments, or expansions of our multifamily properties will require significant capital outlays. Long-term, we may not be able to fund such capital improvements solely from net cash provided by operations because we must distribute annually at least 90% of our REIT taxable income, determined without regard to the deductions for dividends paid and excluding net capital gains, to qualify and maintain our qualification as a REIT, and we are subject to tax on any retained income and gains. As a result, our ability to fund capital expenditures, acquisitions, or redevelopment through retained earnings long-term is limited. Consequently, we expect to rely heavily upon the availability of debt or equity capital for these purposes. If we are unable to obtain the necessary capital on favorable terms, or at all, our financial condition, liquidity, results of operations, and prospects could be materially and adversely affected.

On February 20, 2019, the Company, the OP and the Adviser entered into separate equity distribution agreements with each of Jefferies, Raymond James and Truist (collectively, the “2019 ATM Sales Agents”), pursuant to which the Company could issue and sell from time to time shares of the Company’s common stock, par value $0.01 per share, having an aggregate sales price of up to ~~$100,000,000.~~$100,000,000 (the “2019 ATM Program”). Sales of shares of common stock, if any, could be made in transactions that are deemed to be “at the market” offerings, as defined in Rule 415 under the Securities Act, including, without limitation, sales made by means of ordinary brokers’ transactions on the New York Stock Exchange, to or through a market maker at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices based on prevailing market prices. In addition to the issuance and sale of shares of common stock, the Company could enter into forward sale agreements with each of Jefferies and Raymond James, or their respective affiliates, through the 2019 ATM Program. During the year ended December 31, 2019, the Company issued 1,565,322 shares of common stock at an average price of $45.98 per share for gross proceeds of approximately $72.0 million. The Company paid approximately $1.1 million in fees to the 2019 ATM Sales Agents with respect to such sales and incurred other issuance costs of approximately $1.0 million, both of which were netted against the gross proceeds and recorded in additional paid in capital. During the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021, the Company issued 560,000 shares of common stock at an average price of $50.00 per share for gross proceeds of $28.0 million under the 2019 ATM Program. The Company paid approximately $0.4 million in fees to the 2019 ATM Sales Agents with respect to such sales and incurred other issuance costs of approximately $0.4 million, both of which were netted against the gross proceeds and recorded in additional paid in capital. On February 27, 2020, the 2019 ATM Program reached aggregate sales of $100,000,000 and therefore expired.

On March 4, 2020, the Company, the OP and the Adviser entered into separate equity distribution agreements with each of Jefferies, Raymond James, ~~Truist~~KeyBanc and ~~KeyBanc,~~Truist pursuant to which the Company may issue and sell from time to time shares of the Company’s common stock, par value $0.01 per share, having an aggregate sales price of up to $225,000,000. Sales of shares of common stock, if any, may be made in transactions that are deemed to be “at the market” offerings, as defined in Rule 415 under the Securities Act, including, without limitation, sales made by means of ordinary brokers’ transactions on the New York Stock Exchange, to or through a market maker at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices based on prevailing market prices. In addition to the issuance and sale of shares of common stock, the Company may enter into forward sale agreements with each of Jefferies, KeyBanc and Raymond James, or their respective affiliates, through the 2020 ATM Program. During the ~~three and nine months~~year ended ~~September 30,~~December 31, 2020, the Company issued ~~243,032~~718,306 shares of common stock at an average price of ~~$41.76~~$43.92 per share for gross proceeds of ~~approximately $10.1~~$31.5 million under the 2020 ATM Program. The Company paid approximately ~~$0.2~~$0.5 million in fees to the 2020 ATM Sales Agents with respect to such sales and incurred other issuance costs of approximately ~~$0.2~~$0.6 million, both of which were netted against the gross proceeds and recorded in additional paid in ~~capital~~capital. During the six months ended June 30, 2021, no shares were issued under the 2020 ATM Program. The 2020 ATM Program may be terminated by the Company at any time and expires automatically once aggregate sales under the 2020 ATM Program reach $225,000,000 (see Note 8 to our consolidated financial statements).

We believe that our available cash, expected operating cash flows, and potential debt or equity financings will provide sufficient funds for our operations, anticipated scheduled debt service payments and dividend requirements for the twelve-month period following ~~September~~June 30, ~~2020.~~2021.

The following table presents selected data from our consolidated statements of cash flows for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 (in thousands):

	For the Nine Months Ended September 30,						For the Six Months Ended June 30,
	2020			2019			2021			2020
Net cash provided by operating activities	$	46,524		$	38,943		$	30,950		$	25,931
Net cash provided by (used in) investing activities		99,399			(297,025	)		(139,764	)		58,621
Net cash provided by (used in) financing activities		(108,489	)		276,434			112,026			(70,715	)
Net increase (decrease) in cash, cash equivalents and restricted cash		37,434			18,352			3,212			13,837
Cash, cash equivalents and restricted cash, beginning of period		71,182			43,129			57,015			71,182
Cash, cash equivalents and restricted cash, end of period	$	108,616		$	61,481		$	60,227		$	85,019

Cash flows from operating activities. During the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, net cash provided by operating activities was ~~$46.5~~$31.0 million compared to net cash provided by operating activities of ~~$38.9~~$25.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020. The change in cash flows from operating activities was mainly due to ~~our acquisition~~an increase in total revenues and ~~disposition activity~~a decrease in ~~2020 and 2019 and the timing of the transactions.~~property operating expenses.

Cash flows from investing activities. During the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, net cash used in investing activities was $139.8 million compared to net cash provided by investing activities ~~was $99.4 million compared to net cash used in investing activities~~ of ~~$297.0~~$58.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020. The change in cash flows from investing activities was mainly due to our acquisition and disposition activity in ~~2020~~2021 and ~~2019~~2020 and the timing of the transactions.

Cash flows from financing activities. During the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, net cash provided by financing activities was $112.0 million compared to net cash used in financing activities ~~was $108.5 million compared to net cash provided by financing activities~~ of ~~$276.4~~$70.7 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020. The change in cash flows from financing activities was mainly due to a net ~~decrease~~increase in debt of approximately ~~$326.5~~$168.5 million, ~~an increase~~a decrease in common stock repurchases of approximately $44.5 million, ~~an increase in common stock dividends paid of approximately $3.6 million, and~~partially offset by a decrease in proceeds from the issuance of common stock ~~through the 2019 ATM Program~~ of approximately ~~$12.0~~$27.4 million (net of Sales Agents fees and other legal fees) between the periods.

As of ~~September~~June 30, ~~2020,~~2021, our subsidiaries had aggregate mortgage debt outstanding to third parties of approximately ~~$1.1~~$1.2 billion at a weighted average interest rate of ~~1.82%~~1.79% and an adjusted weighted average interest rate of ~~3.10%~~2.97%. For purposes of calculating the adjusted weighted average interest rate of our mortgage debt outstanding, we have included the weighted average fixed rate of ~~1.3792%~~1.3461% for one-month LIBOR on our combined $1.2 billion notional amount of interest rate swap agreements, which effectively ~~fixes~~fix the interest rate on $1.2 billion of our floating rate mortgage debt. See Notes 6 and 7 to our consolidated financial statements for additional information.

We have entered into and expect to continue to enter into interest rate swap and cap agreements with various third parties to fix or cap the floating interest rates on a majority of our floating rate mortgage debt outstanding. The interest rate swap agreements generally have a term of four to five years and effectively establish a fixed interest rate on debt on the underlying notional amounts. The interest rate swap agreements involve the receipt of variable-rate amounts from a counterparty in exchange for us making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. As of ~~September~~June 30, ~~2020,~~2021, interest rate swap agreements effectively covered 100% of our ~~$1.1~~$1.2 billion of floating rate mortgage debt ~~outstanding and 53.9% of our $215.0 million floating rate Credit Facility.~~outstanding.

The interest rate cap agreements generally have a term of three to four years, cover the outstanding principal amount of the underlying debt and are generally required by our lenders. Under the interest rate cap agreements, we pay a fixed fee in exchange for the counterparty to pay any interest above a maximum rate. As of ~~September~~June 30, ~~2020,~~2021, interest rate cap agreements covered ~~$346.5~~$428.8 million of our ~~$1.1~~$1.2 billion of floating rate mortgage debt outstanding. These interest rate cap agreements effectively cap one-month LIBOR on ~~$346.5~~$428.8 million of our floating rate mortgage debt at a weighted average rate of ~~5.74%~~5.28%.

We intend to invest in additional multifamily properties as suitable opportunities arise and adequate sources of equity and debt financing are available. We expect that future investments in properties, including any improvements or renovations of current or newly acquired properties, will depend on and will be financed by, in whole or in part, our existing cash, future borrowings and the proceeds from additional issuances of common stock or other securities or property dispositions.

Although we expect to be subject to restrictions on our ability to incur indebtedness, we expect that we will be able to refinance existing indebtedness or incur additional indebtedness for acquisitions or other purposes, if needed. However, there can be no assurance that we will be able to refinance our indebtedness, incur additional indebtedness or access additional sources of capital, such as by issuing common stock or other debt or equity securities, on terms that are acceptable to us or at all.

Furthermore, following the completion of our value-add and capital expenditures programs and depending on the interest rate environment at the applicable time, we may seek to refinance our floating rate debt into longer-term fixed rate debt at lower leverage levels.

On ~~January 28, 2019, the Company,~~June 30, 2021, we through ~~the~~our OP entered into a ~~$75.0~~secured $250.0 million revolving and term credit facility ~~(the “Corporate Credit Facility”)~~ with Truist, ~~Bank,~~ as administrative agent, and the lenders from time-to-time party thereto ~~and immediately drew $52.5~~(the “Corporate Credit Facility”). Subject to conditions provided in the Corporate Credit Facility, the Corporate Credit Facility may be increased up to an additional $100.0 million at the Company’s option if the lenders agree to ~~fund a portion of the purchase price of Bella Vista, The Enclave, and The Heritage.~~increase their commitments. The Corporate Credit Facility ~~is a full-term, interest-only facility with an initial 24-month term, has one 12-month extension at~~will mature on June 30, 2024, unless the Company exercises its option to voluntarily and permanently reduce all of the ~~Company,~~commitments before the maturity date or elects to exercise its right and ~~the Company has the right~~option to ~~request an increase in~~extend the facility ~~amount up to $150 million (the “Accordion Feature”). The facility bears interest at~~for a rate of one-month LIBOR plus a range from 2.00% to 2.50%, depending on the Company’s leverage level as determined under the Corporate Credit Facility agreement, and is guaranteed by the Company. On June 29, 2019, the Company, through the OP, exercised its option under the Accordion Feature of the Corporate Credit Facility and increased the amount of the facility from $75 million to $125 million. In conjunction with the increase in the facility, the Company incurred costs of $0.5 million in obtaining the additional financing through the Accordion Feature (see Note 6 for additional information related to our deferred financing costs). On August 28, 2019, the Company, through the OP, increased the amount of the Corporate Credit Facility by $25 million, resulting in aggregate commitments of $150 million as of September 30, 2019. In conjunction with the increase in the facility, the Company incurred costs of $0.2 million of deferred financing costs. On November 20, 2019, the Company, through the OP, increased the amount of the Corporate Credit Facility by $75 million, resulting in aggregate commitments of $225 million as of December 31, 2019. In conjunction with the increase in the facility, the Company incurred costs of $0.8 million of deferred financing costs.one-year term. As of ~~September~~June 30, ~~2020~~,2021, there was $~~215~~$250.0 million in aggregate principal outstanding on the Corporate Credit Facility. ~~On October 13, 2020, the Company extended the maturity date of~~Additionally, on June 30, 2021, in connection with entering into the Corporate Credit Facility, the Company, through the OP, terminated its $225.0 million revolving credit facility with Truist, as administrative agent, and the lenders from ~~January 28, 2021~~party thereto.

Advances under the Corporate Credit Facility accrue interest at a per annum rate equal to, ~~January 28, 2022.~~

at the Company’s election, either LIBOR plus a margin of 1.90% to 2.40%, depending on the Company’s total leverage ratio, or a base rate determined according to the highest of (a) the prime rate, (b) the federal funds rate plus 0.50%, (c) LIBOR plus 1.0% or (d) 0.0% plus a margin of 0.90% to 1.40%, depending on the Company’s total leverage ratio. An unused commitment fee at a rate of 0.15% or 0.25%, depending on the outstanding aggregate revolving commitments, applies to unutilized borrowing capacity under the Corporate Credit Facility. Amounts owing under the Corporate Credit Facility may be prepaid at any time without premium or penalty. The Corporate Credit Facility is a non-recourse obligation and contains customary events of default, including defaults in the payment of principal or interest, defaults in compliance with the covenants contained in the document evidencing the loan, defaults in payments under any other security instrument, and bankruptcy or other insolvency events. As of ~~September 30, 2020~~,guaranteed by the Company ~~believes it is compliant with~~and the obligations under the Corporate Credit Facility are, subject to some exceptions, secured by a continuing security interest in substantially all ~~provisions.~~of the assets of the Company.

In order to fix a portion of, and mitigate the risk associated with, our floating rate indebtedness (without incurring substantial prepayment penalties or defeasance costs typically associated with fixed rate indebtedness when repaid early or refinanced), we, through the OP, have entered into ~~eleven~~nine interest rate swap transactions with KeyBank and two with Truist ~~Bank~~ (collectively the “Counterparties”) with a combined notional amount of $1.2 ~~billion.~~billion which are effective as of June 30, 2021. As of ~~September~~June 30, ~~2020,~~2021, the interest rate swaps we have entered into effectively replace the floating interest rate (one-month LIBOR) with respect to $1.2 billion of our floating rate mortgage debt outstanding with a weighted average fixed rate of ~~1.3792%~~1.3461%. During the term of these interest rate swap agreements, we are required to make monthly fixed rate payments of ~~1.3792%~~1.3461%, on a weighted average basis, on the notional amounts, while the Counterparties are obligated to make monthly floating rate payments based on one-month LIBOR to us referencing the same notional amounts. For purposes of hedge accounting under FASB ASC 815, Derivatives and Hedging, we have designated these interest rate swaps as cash flow hedges of interest rate risk. See Notes 6 and 7 to our consolidated financial statements for additional information.

The following table contains summary information regarding our outstanding interest rate swaps (dollars in thousands):

Effective Date	Termination Date	Counterparty	Notional Amount		Fixed Rate (1)				Termination Date	Counterparty	Notional Amount		Fixed Rate (1)
July 1, 2016	June 1, 2021	KeyBank	$	100,000		1.1055	%
July 1, 2016	June 1, 2021	KeyBank		100,000		1.0210	%
July 1, 2016	June 1, 2021	KeyBank		100,000		0.9000	%
September 1, 2016	June 1, 2021	KeyBank		100,000		0.9560	%
April 1, 2017	April 1, 2022	KeyBank		100,000		1.9570	%		April 1, 2022	KeyBank	$	100,000		1.9570	%
May 1, 2017	April 1, 2022	KeyBank		50,000		1.9610	%		April 1, 2022	KeyBank		50,000		1.9610	%
July 1, 2017	July 1, 2022	KeyBank		100,000		1.7820	%		July 1, 2022	KeyBank		100,000		1.7820	%
June 1, 2019	June 1, 2024	KeyBank		50,000		2.0020	%		June 1, 2024	KeyBank		50,000		2.0020	%
June 1, 2019	June 1, 2024	Truist		50,000		2.0020	%		June 1, 2024	Truist		50,000		2.0020	%
September 1, 2019	September 1, 2026	KeyBank		100,000		1.4620	%		September 1, 2026	KeyBank		100,000		1.4620	%
September 1, 2019	September 1, 2026	KeyBank		125,000		1.3020	%		September 1, 2026	KeyBank		125,000		1.3020	%
January 3, 2020	September 1, 2026	KeyBank		92,500		1.6090	%		September 1, 2026	KeyBank		92,500		1.6090	%
March 4, 2020	June 1, 2026	Truist		100,000		0.8200	%		June 1, 2026	Truist		100,000		0.8200	%
June 1, 2021									September 1, 2026	KeyBank		200,000		0.8450	%
June 1, 2021									September 1, 2026	KeyBank		200,000		0.9530	%
			$	1,167,500		1.3792	%	(2)			$	1,167,500		1.3461	%	(2)

~~The~~As of June 30, 2021, the Company had the following ~~table contains summary information regarding our forward~~outstanding interest rate swaps that were designated as cash flow hedges of interest rate risk with future effective dates (dollars in thousands):

Effective Date	Termination Date	Counterparty	Notional Amount		Fixed Rate (1)				Termination Date	Counterparty	Notional Amount		Fixed Rate (1)
June 1, 2021	September 1, 2026	KeyBank	$	200,000		0.8450	%
June 1, 2021	September 1, 2026	KeyBank		200,000		0.9530	%
March 1, 2022									March 1, 2025	Truist	$	145,000		0.5730	%
March 1, 2022									March 1, 2025	Truist		105,000		0.6140	%
September 1, 2026	January 1, 2027	KeyBank		92,500		1.7980	%		January 1, 2027	KeyBank		92,500		1.7980	%
			$	492,500		1.0678	%	(2)			$	342,500		0.9164	%	(2)

The following table summarizes our contractual obligations and commitments as of ~~September~~June 30, ~~2020~~2021 for the next five calendar years subsequent to ~~September~~June 30, ~~2020.~~2021. We used one-month LIBOR as of ~~September~~June 30, ~~2020~~2021 to calculate interest expense due by period on our floating rate debt and net interest expense due by period on our interest rate swaps.

		Payments Due by Period (in thousands)															Payments Due by Period (in thousands)
		Total		2020		2021		2022		2023		2024		Thereafter			Total		2021		2022		2023		2024		2025		Thereafter
Operating Properties Mortgage Debt
Principal payments																	$	1,193,850	$	508	$	1,504	$	21,252	$	395,100	$	205,230	$	570,256
Interest expense																(1)		131,626		10,985		23,040		27,289		27,096		21,723		21,493
Total																	$	1,325,476	$	11,493	$	24,544	$	48,541	$	422,196	$	226,953	$	591,749


Held For Sale Property Mortgage Debt
Principal payments		$	1,121,805	$	191	$	896	$	1,513	$	21,300	$	395,180	$	702,725		$	40,665	$	—	$	—	$	—	$	—	$	40,665	$	—
Interest expense	(1)		147,155		8,875		33,174		28,800		26,533		21,905		27,868			3,645		312		667		852		1,051		763		—
Total		$	1,268,960	$	9,066	$	34,070	$	30,313	$	47,833	$	417,085	$	730,593		$	44,310	$	312	$	667	$	852	$	1,051	$	41,428	$	—

Credit Facility
Principal payments	(2)	$	215,000	$	—	$	215,000	$	—	$	—	$	—	$	—	(2)	$	250,000	$	—	$	—	$	—	$	250,000	$	—	$	—
Interest expense			1,883		1,456		427		—		—		—		—			21,957		3,207		6,641		7,772		4,337		—		—
Total		$	216,883	$	1,456	$	215,427	$	—	$	—	$	—	$	—		$	271,957	$	3,207	$	6,641	$	7,772	$	254,337	$	—	$	—

Total contractual obligations and commitments		$	1,485,843	$	10,522	$	249,497	$	30,313	$	47,833	$	417,085	$	730,593		$	1,641,743	$	15,012	$	31,852	$	57,165	$	677,584	$	268,381	$	591,749

We anticipate incurring average annual repairs and maintenance expense of $575 to $725 per apartment unit in connection with the ongoing operations of our business. These expenditures are expensed as incurred. In addition, we reserve, on average, approximately $250 to $350 per apartment unit for non-recurring capital expenditures and/or lender required replacement reserves. When incurred, these expenditures are either capitalized or expensed, in accordance with GAAP, depending on the type of the expenditure. Although we will continuously monitor the adequacy of this average, we believe these figures to be sufficient to maintain the properties at a high level in the markets in which we operate. A majority of the properties in our Portfolio were underwritten and acquired with the premise that we would invest $4,000 to $10,000 per unit in the first 36 months of ownership, in an effort to add value to the asset’s exterior and interiors. In many cases, we reserve cash at the closing of each acquisition to fund these planned capital expenditures and value-add improvements. As of ~~September~~June 30, ~~2020,~~2021, we had approximately ~~$11.9~~$9.3 million of renovation value-add reserves for our planned capital expenditures and other expenses to implement our value-add program, which will complete approximately ~~1,600~~1,428 planned interior rehabs. The following table sets forth a summary of our capital expenditures related to our value-add program for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 (in thousands):

		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,
Rehab Expenditures		2020		2019		2020		2019			2021		2020		2021		2020
Interior	(1)	$	2,310	$	3,322	$	7,433	$	8,783	(1)	$	3,027	$	2,765	$	5,359	$	5,123
Exterior and common area			4,474		2,524		15,432		7,661			2,321		5,339		5,281		10,958
Total rehab expenditures		$	6,784	$	5,846	$	22,865	$	16,444		$	5,348	$	8,104	$	10,640	$	16,081

In order to obtain more favorable pricing on our mortgage debt financing with Freddie Mac, the Company decided to participate in Freddie Mac’s Multifamily Green Advantage program (the “Green Program”). As of ~~September~~June 30, ~~2020,~~2021, the Company has completed its Green Program improvements on all but one ~~property. We will complete the green improvements on these properties during 2020.~~property, which is expected to be completed in 2021. We expect to reduce water/sewer costs at each property where the Green Program is implemented by at least 15% through the replacement of showerheads, plumbing fixtures and toilets with modern energy efficient upgrades. Due to changes in Freddie Mac’s requirements to participate in the Green Program, we are not implementing this on acquisitions going forward.

We anticipate that we will continue to qualify to be taxed as a REIT for U.S. federal income tax purposes, and we intend to continue to be organized and to operate in a manner that will permit us to qualify as a REIT. To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our annual REIT taxable income to stockholders. As a REIT, we will be subject to federal income tax on our undistributed REIT taxable income and net capital gain and to a 4% nondeductible excise tax on any amount by which distributions we pay with respect to any calendar year are less than the sum of (1) 85% of our ordinary income, (2) 95% of our capital gain net income and (3) 100% of our undistributed income from prior years. Taxable income from certain non-REIT activities is managed through a TRS and is subject to applicable federal, state, and local income and margin taxes. We had no significant taxes associated with our TRS for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019.~~2020.

If we fail to qualify as a REIT in any taxable year, we will be subject to U.S. federal income tax on our taxable income at regular corporate income tax rates, and dividends paid to our stockholders would not be deductible by us in computing taxable income. Any resulting corporate liability could be substantial and could materially and adversely affect our net income (loss) and net cash available for distribution to stockholders. Unless we were entitled to relief under certain Code provisions, we also would be disqualified from re-electing to be taxed as a REIT for the four taxable years following the year in which we failed to qualify to be taxed as a REIT.

We evaluate the accounting and disclosure of tax positions taken or expected to be taken in the course of preparing our tax returns to determine whether the tax positions are “more-likely-than-not” (greater than 50 percent probability) of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense in the current year. Our management is required to analyze all open tax years, as defined by the statute of limitations, for all major jurisdictions, which include federal and certain states. We have no examinations in progress and none are expected at this time.

We recognize our tax positions and evaluate them using a two-step process. First, we determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Second, we will determine the amount of benefit to recognize and record the amount that is more likely than not to be realized upon ultimate settlement.

We had no material unrecognized tax benefit or expense, accrued interest or penalties as of ~~September~~June 30, ~~2020.~~2021. We and our subsidiaries are subject to federal income tax as well as income tax of various state and local jurisdictions. The 2020, 2019 ~~2018~~ and ~~2017~~2018 tax years remain open to examination by tax jurisdictions to which our subsidiaries and we are subject. When applicable, we recognize interest and/or penalties related to uncertain tax positions on our consolidated statements of operations and comprehensive income (loss).

We intend to make regular quarterly dividend payments to holders of our common stock. U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains. As a REIT, we will be subject to federal income tax on our undistributed REIT taxable income and net capital gain and to a 4% nondeductible excise tax on any amount by which distributions we pay with respect to any calendar year are less than the sum of (1) 85% of our ordinary income, (2) 95% of our capital gain net income and (3) 100% of our undistributed income from prior years. We intend to make regular quarterly dividend payments of all or substantially all of our taxable income to holders of our common stock out of assets legally available for this purpose, if and to the extent authorized by our Board. Before we make any dividend payments, whether for U.S. federal income tax purposes or otherwise, we must first meet both our operating requirements and debt service on our debt payable. If our cash available for distribution is less than our taxable income, we could be required to sell assets, borrow funds or raise additional capital to make cash dividends or we may make a portion of the required dividend in the form of a taxable distribution of stock or debt securities.

We will make dividend payments based on our estimate of taxable earnings per share of common stock, but not earnings calculated pursuant to GAAP. Our dividends and taxable income and GAAP earnings will typically differ due to items such as depreciation and amortization, fair value adjustments, differences in premium amortization and discount accretion, and non-deductible general and administrative expenses. Our quarterly dividends per share may be substantially different than our quarterly taxable earnings and GAAP earnings per share. Our Board declared our ~~third~~second quarterly dividend of ~~2020~~2021 of ~~$0.3125~~$0.34125 per share on ~~July 27, 2020~~April 26, 2021 which was paid on ~~September~~June 30, ~~2020~~2021 and funded out of cash flows from operations.

As of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, we had no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Management’s discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires our management to make judgments, assumptions and estimates that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate these judgments, assumptions and estimates for changes that would affect the reported amounts. These estimates are based on management’s historical industry experience and on various other judgments and assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these judgments, assumptions and estimates. Below is a discussion of the accounting policies that we consider critical to understanding our financial condition or results of operations where there is uncertainty or where significant judgment is required. A discussion of recent accounting pronouncements and our significant accounting policies, including further discussion of the accounting policies described below, can be found in Note 2 “Summary of Significant Accounting Policies” to our consolidated financial statements included in this quarterly report.

Upon acquisition of a property considered to be an asset acquisition, the purchase price and related acquisition costs (“total consideration”) are allocated to land, buildings, improvements, furniture, fixtures, and equipment, and intangible lease assets based on relative fair value in accordance with FASB ASC 805, Business Combinations. Acquisition costs are capitalized in accordance with FASB ASC 805.

The allocation of total consideration, which is determined using inputs that are classified within Level 3 of the fair value hierarchy established by FASB ASC 820, Fair Value Measurement and Disclosures (see Note 7 to our consolidated financial statements), is based on management’s estimate of the property’s “as-if” vacant fair value and is calculated by using all available information such as the replacement cost of such asset, appraisals, property condition reports, market data and other related information. If any debt is assumed in an acquisition, the difference between the fair value, which is estimated using inputs that are classified within Level 2 of the fair value hierarchy, and the face value of debt is recorded as a premium or discount and amortized as interest expense over the life of the debt assumed.

Real estate assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The key inputs into our impairment analysis include, but are not limited to, the holding period, net operating income, and capitalization rates. In such cases, we will evaluate the recoverability of such real estate assets based on estimated future cash flows and the estimated liquidation value of such real estate assets, and provide for impairment if such undiscounted cash flows are insufficient to recover the carrying amount of the real estate asset. If impaired, the real estate asset will be written down to its estimated fair value. The Company’s impairment analysis identifies and evaluates events or changes in circumstances that indicate the carrying amount of a real estate investment may not be recoverable, including determining the period the Company will hold the rental property, net operating income, and the estimated capitalization rate for each respective real estate investment.

The real estate market has not been affected significantly by inflation in the past several years due to a relatively low inflation rate. The majority of our lease terms are for a period of one year or less and reset to market if renewed. The majority of our leases also contain protection provisions applicable to reimbursement billings for utilities. Should inflation return, due to the short-term nature of our leases, we do not believe our results will be materially affected.

Inflation may also affect the overall cost of debt, as the implied cost of capital increases. Currently, interest rates are less than historical averages. However, the Federal Reserve, in response to or in anticipation of continued inflation concerns, could continue to raise interest rates. We intend to mitigate these risks through long-term fixed interest rate loans and interest rate hedges, which to date have included interest rate cap and interest rate swap agreements.

We have elected to be taxed as a REIT under Sections 856 through 860 of the Code and expect to continue to qualify as a REIT. To qualify as a REIT, we must meet a number of organizational and operational requirements, including a requirement that we distribute at least 90% of our “REIT taxable income,” as defined by the Code, to our stockholders. Taxable income from certain non-REIT activities is managed through a TRS and is subject to applicable federal, state, and local income and margin taxes. We had no significant taxes associated with our TRS for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019.~~2020. We believe we qualify for taxation as a REIT under the Code, and we intend to continue to operate in such a manner, but no assurance can be given that we will operate in a manner so as to qualify as a REIT.

Market risk is the adverse effect on the value of assets and liabilities that results from a change in market conditions. Our primary market risk exposure is interest rate risk with respect to our indebtedness and counterparty credit risk with respect to our interest rate derivatives. In order to minimize counterparty credit risk, we enter into and expect to enter into hedging arrangements only with major financial institutions that have high credit ratings. As of ~~September~~June 30, ~~2020,~~2021, we had total indebtedness of ~~$1.3~~$1.5 billion at a weighted average interest rate of ~~3.08%~~1.91%, of which ~~$1.3~~$1.4 billion was debt with a floating interest rate. ~~As of September 30, 2020,~~The interest rate swap agreements we have entered into effectively ~~covered~~fix the interest rate on 100% of our ~~$1.1~~$1.2 billion of floating rate mortgage debt outstanding ~~and 53.9%~~(see below). As of June 30, 2021, the adjusted weighted average interest rate of our ~~$215.0 million floating rate Credit Facility.~~ total indebtedness was 2.94%. For purposes of calculating the adjusted weighted average interest rate of the total indebtedness, we have included the weighted average fixed rate of ~~1.3792%~~1.3461% for one-month LIBOR on the $1.2 billion notional amount of interest rate swap agreements that we have entered into as of ~~September~~June 30, ~~2020.~~2021.

An increase in interest rates could make the financing of any acquisition by us ~~more costly.~~costlier. Rising interest rates could also limit our ability to refinance our debt when it matures or cause us to pay higher interest rates upon refinancing and increase interest expense on refinanced indebtedness. We may manage, or hedge, interest rate risks related to our borrowings by means of interest rate cap and interest rate swap agreements. As of ~~September~~June 30, ~~2020,~~2021, the interest rate cap agreements we have entered into effectively cap one-month LIBOR on ~~$346.5~~$428.8 million of our floating rate mortgage debt at a weighted average rate of ~~5.74%~~5.28% for the term of the agreements, which is generally ~~three~~3 to ~~four~~4 years. We also expect to manage our exposure to interest rate risk by maintaining a mix of fixed and floating rates for our indebtedness.

In order to fix a portion of, and mitigate the risk associated with, our floating rate indebtedness (without incurring substantial prepayment penalties or defeasance costs typically associated with fixed rate indebtedness when repaid early or refinanced), we, through the OP, have entered into thirteen interest rate swap transactions with the Counterparties with a combined notional amount of $1.2 billion. The interest rate swaps we have entered into effectively replace the floating interest rate (one-month LIBOR) with respect to that amount with a weighted average fixed rate of ~~1.3792%~~1.3461%. During the term of these interest rate swap agreements, we are required to make monthly fixed rate payments of ~~1.3792%~~1.3461%, on a weighted average basis, on the notional amounts, while the Counterparties are obligated to make monthly floating rate payments based on one-month LIBOR to us referencing the same notional amounts. We have designated these interest rate swaps as cash flow hedges of interest rate risk.

Until our interest rates reach the caps provided by our interest rate cap agreements, each quarter point change in LIBOR would result in an approximate increase to annual interest expense costs on our floating rate indebtedness, reduced by any payments due from the Counterparties under the terms of the interest rate swap agreements we had entered into as of ~~September~~June 30, ~~2020,~~2021, of the amounts illustrated in the table below for our indebtedness as of ~~September~~June 30, ~~2020~~2021 (dollars in thousands):

Change in Interest Rates	Annual Increase to Interest Expense		Annual Increase to Interest Expense
0.25%	$	250	$	620
0.50%		500		1,240
0.75%		750		1,860
1.00%		1,000		2,480

There is no assurance that we would realize such expense as such changes in interest rates could alter our liability positions or strategies in response to such changes.

We may also be exposed to credit risk in the derivative financial instruments we use. Credit risk is the failure of the ~~Counterparties~~counterparty to perform under the terms of the derivative financial instruments. If the fair value of a derivative financial instrument is positive, the ~~Counterparties~~counterparty will owe us, which creates credit risk for us. If the fair value of a derivative financial instrument is negative, we will owe the ~~Counterparties~~counterparty and, therefore, do not have credit risk. We seek to minimize the credit risk in derivative financial instruments by entering into transactions with major financial institutions that have high credit ratings.

In July 2017, the Financial Conduct Authority of the U.K. (the “FCA”) (the authority that regulates LIBOR) announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. The Alternative Reference Rates ~~Committee~~ (“ARRC”) has proposed that the ~~Secured Overnight Financing Rate (“SOFR”)~~SOFR is the rate that represents best practice as the alternative to USD-LIBOR for use in derivatives and other financial contracts that are currently indexed to USD-LIBOR. ARRC has proposed a paced market transition plan to SOFR from USD-LIBOR and organizations are currently working on industry wide and company specific transition plans as it relates to derivatives and cash markets exposed to USD-LIBOR. Although SOFR appears to be the preferred replacement rate for U.S. dollar LIBOR, at this time, it is not possible to predict the effect of any such changes, any establishment of alternative reference rates, whether the COVID-19 outbreak will have further effect on LIBOR transition timelines or plans, or other reforms to LIBOR that may be enacted in the United States, United Kingdom or elsewhere. Furthermore, on November 30, 2020, the ICE Benchmark Administration Limited, with the support of the FCA and the U.S. Federal Reserve, announced plans to consult on ceasing publication of LIBOR on December 31, 2021 for only the one-week and two-month LIBOR tenors, and on June 30, 2023 for all other LIBOR tenors. While this announcement extends the transition period to June 2023, the U.S. Federal Reserve concurrently issued a statement advising banks to stop new LIBOR issuances by the end of 2021. On March 5, 2021, the FCA confirmed that all LIBOR settings will either cease to be provided by any administrator or no longer be representative: (a) immediately after December 31, 2021, in the case of the one-week and two-month U.S. dollar settings; and (b) immediately after June 30, 2023, in the case of the remaining U.S. dollar settings. We have material contracts that are indexed to USD-LIBOR and are monitoring this activity and evaluating the related risks.

As required by Rule 13a-15(b) and Rule 15d-15(b) under the Exchange Act, our management, including our President and Chief Financial Officer, evaluated, as of ~~September~~June 30, ~~2020,~~2021, the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e) and Rule 15d-15(e). Based on that evaluation, our President and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of ~~September~~June 30, ~~2020,~~2021, to provide reasonable assurance that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Exchange Act and is accumulated and communicated to management, including the President and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

We believe, however, that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls systems are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, within a company have been detected.

There has been no change in internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended ~~September~~June 30, ~~2020~~2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

From time to time, we are party to legal proceedings that arise in the ordinary course of our business. Management is not aware of any legal proceedings of which the outcome is reasonably likely to have a material adverse effect on our results of operations or financial condition, nor are we aware of any such legal proceedings contemplated by government agencies.

~~Except as set forth below, there~~There have been no material changes to the risk factors previously disclosed under Part I, Item 1A, “Risk Factors” in our Annual Report, filed with the SEC on February ~~21, 2020:~~

The current COVID-19 pandemic and the future outbreak of other highly infectious or contagious diseases could materially and adversely impact or disrupt our financial condition, results of operations, cash flows and performance.

Since being reported in December 2019, COVID-19 has spread globally, including to every state in the United States. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic, and on March 13, 2020, the United States declared a national emergency with respect to COVID-19.

The COVID-19 pandemic has had, and another pandemic in the future could have, repercussions across regional and global economies and financial markets. The outbreak of COVID-19 in many countries has significantly adversely impacted global economic activity and has contributed to significant volatility and negative pressure in financial markets. The global impact of the outbreak has evolved rapidly and, as cases of COVID-19 were identified in additional countries, many countries, including the United States, reacted by instituting quarantines, mandating business and school closures and restricting travel.

As a result of the recent spike in COVID-19 cases in the United States, certain states and cities, including where we own properties and operate our business, have reinstituted quarantines, restrictions on travel, “shelter in place” rules, restrictions on the types of business that may continue to operate, and/or restrictions on the types of construction projects that may continue. We expect that additional states and cities will implement similar restrictions if the current trend continues and cannot predict when such restrictions will expire. As a result, the COVID-19 pandemic has negatively impacted, and will likely continue to negatively impact, almost every industry directly or indirectly, which may adversely impact the ability of our tenants, many of whom may be restricted in their ability to work, to pay their rent as and when due. In addition, our property manager may be limited in its ability to properly maintain our properties.

The COVID-19 pandemic, and other future pandemics, could also materially and adversely impact or disrupt our financial condition, results of operations, cash flows and performance due to, among other factors:

We are closely monitoring the impact of the COVID-19 pandemic on all aspects of our business. Currently, many of our Adviser’s employees are working remotely. An extended period of remote work arrangements could introduce operational risk, including, but not limited to, cybersecurity risks, impair our ability to manage our business and negatively impact our internal controls over financial reporting. In addition, as of September 30, 2020, 2,166 residents are on payment plans due to the COVID-19 crisis for a total of approximately $2.8 million in rent.

The extent to which COVID-19 impacts our business will depend on future developments, which are highly uncertain and cannot be predicted, including additional actions taken to contain COVID-19 or treat its impact, among others. The rapid development and fluidity of this situation precludes any prediction as to the full adverse impact of the COVID-19 pandemic. Nevertheless, the COVID-19 pandemic presents material uncertainty and risk with respect to our financial condition, results of operations, cash flows and performance. Moreover, many risk factors set forth in our Annual Report should be interpreted as heightened risks as a result of the impact of the COVID-19 pandemic.22, 2021.

On June 15, 2016, we announced that our Board authorized us to repurchase an indeterminate number of shares of our common stock at an aggregate market value of up to $30.0 million during a two-year period that was set to expire on June 15, 2018 (the “Share Repurchase Program”). On April 30, 2018, our Board increased the Share Repurchase Program from $30.0 million to up to $40.0 million and extended it by an additional two years to June 15, 2020. On March 13, 2020, the Board increased the Share Repurchase Program from $40.0 million to up to $100.0 million and extended it to March 12, 2023. During the ~~nine~~six months ended ~~September~~June 30, 2021, the Company repurchased no shares of its common stock. During the six months ended June 30, 2020, the Company repurchased 1,644,697 shares of its common stock. Since the inception of the Share Repurchase Program through ~~September~~June 30, ~~2020,~~2021, the Company had repurchased 2,382,155 shares of its common stock, par value $0.01 per share, at a total cost of approximately $61.2 million, or $25.70 per share as shown in the table below:

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.

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.01 per share		NXRT		New York Stock Exchange

			Page
Cautionary Statement Regarding Forward-Looking Statements			ii

	PART I—FINANCIAL INFORMATION

Item 1.		Financial Statements
		Consolidated Balance Sheets as of ~~September~~June 30, ~~2020~~2021 (Unaudited) and December 31, ~~2019~~2020	1
		Consolidated Unaudited Statements of Operations and Comprehensive Income (Loss) for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020	2
		Consolidated Unaudited Statements of Stockholders’ Equity for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020	3
		Consolidated Unaudited Statements of Cash Flows for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020	5
		Notes to Consolidated Unaudited Financial Statements	7
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	3330
Item 3.		Quantitative and Qualitative Disclosures About Market Risk	5451
Item 4.		Controls and Procedures	5552

	PART II—OTHER INFORMATION

Item 1.		Legal Proceedings	5653
Item 1A.		Risk Factors	5653
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	5753
Item 3.		Defaults Upon Senior Securities	5753
Item 4.		Mine Safety Disclosures	5753
Item 5.		Other Information	5753
Item 6.		Exhibits	5854
Signatures			5955

Property Name	Location	Date of Sale	Sales Price		Net Cash Proceeds (1)		Gain on Sale of Real Estate
Southpoint Reserve at Stoney Creek	Fredericksburg, Virginia	March 20, 2020	$	23,500	$	23,176	$	5,469
Willow Grove	Nashville, Tennessee	March 26, 2020		31,300		31,005		17,513
Woodbridge	Nashville, Tennessee	March 26, 2020		31,700		31,237		15,990
Eagle Crest	Irving, Texas	September 30, 2020		55,500		54,779		30,160
			$	142,000	$	140,197	$	69,132

Redeemable noncontrolling interests in the OP, December 31, 2019	$	3,295
Net income attributable to redeemable noncontrolling interests in the OP		145
Other comprehensive loss attributable to redeemable noncontrolling interests in the OP		(164	)
Contributions from redeemable noncontrolling interests in the OP		84
Distributions to redeemable noncontrolling interests in the OP		(239	)
Adjustment to reflect redemption value of redeemable noncontrolling interests in the OP		127
Redeemable noncontrolling interests in the OP, September 30, 2020	$	3,248

Redeemable noncontrolling interests in the OP, December 31, 2020	$	3,098
Net loss attributable to redeemable noncontrolling interests in the OP		(31	)
Other comprehensive income attributable to redeemable noncontrolling interests in the OP		80
Contributions from redeemable noncontrolling interests in the OP		6
Distributions to redeemable noncontrolling interests in the OP		(52	)
Adjustment to reflect redemption value of redeemable noncontrolling interests in the OP		925
Redeemable noncontrolling interests in the OP, June 30, 2021	$	4,026


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


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

Large Accelerated Filer	☒	Accelerated Filer	☐
Non-Accelerated Filer	☐	Smaller reporting company	☐
Emerging growth company	☐

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
Lease Income Type	2020		2019		2020		2019
Rental income	$	43,813	$	40,828	$	133,322	$	114,861
Utility reimbursements (1)		3,179		2,892		9,237		7,972
Late fees (1)		192		417		652		1,147
Pet fees (1)		230		213		708		600
Other fees (1)		2,164		1,504		6,026		3,690
Total rental income	$	49,578	$	45,854	$	149,945	$	128,270

Land		Not depreciated
Buildings		30 years
Improvements		15 years
Furniture, fixtures, and equipment		3 years
Intangible lease assets		6 months

Property Name	Location	Date of Acquisition	Purchase Price		Mortgage Debt		# Units		Effective Ownership
The Verandas at Lake Norman	Charlotte, North Carolina	June 30, 2021	$	63,500	$	34,925		264		100	%
Creekside at Matthews	Charlotte, North Carolina	June 30, 2021		58,000		31,900		240		100	%
			$	121,500	$	66,825		504

Future Swaps
Effective Date	Termination Date	Counterparty	Notional Amount		Fixed Rate (1)
June 1, 2021	September 1, 2026	KeyBank	$	200,000		0.8450	%
June 1, 2021	September 1, 2026	KeyBank		200,000		0.9530	%
September 1, 2026	January 1, 2027	KeyBank		92,500		1.7980	%
			$	492,500		1.0678	%	(2)

Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares that may yet be Purchased under the Plans or Programs (in millions)
Beginning Total		2,382,155	$	25.70		2,382,155	$	38.8
July 1 – July 31		—		—		—		38.8
August 1 – August 31		—		—		—		38.8
September 1 – September 30		—		—		—		38.8
Total as of September 30, 2020		2,382,155	$	25.70		2,382,155	$	38.8

Exhibit Number		Description

10.1*		Form of Easement

10.2*		Form of Onboarding Agreement**

31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1⁺		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002

101.INS*		Inline XBRL Instance Document (The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document)

101.SCH*		Inline XBRL Taxonomy Extension Schema

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase

104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Signature	Title	Date

/s/ Jim Dondero	President and Director	~~October 28, 2020~~July 30, 2021
Jim Dondero	(Principal Executive Officer)

/s/ Brian Mitts	Chief Financial Officer and Director	~~October 28, 2020~~July 30, 2021
Brian Mitts	(Principal Financial Officer and Principal Accounting Officer)