Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 10, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 000-56274 | |
Entity Registrant Name | VINEBROOK HOMES TRUST, INC. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 83-1268857 | |
Entity Address, Address Line One | 300 Crescent Court, Suite 700 | |
Entity Address, City or Town | Dallas | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75201 | |
City Area Code | 214 | |
Local Phone Number | 276-6300 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 25,002,067 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0001755755 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
ASSETS | ||
Land | $ 562,508 | $ 632,278 |
Buildings and improvements | 2,872,008 | 3,098,258 |
Intangible lease assets | 14 | 6,319 |
Total gross operating real estate investments | 3,434,530 | 3,736,855 |
Accumulated depreciation and amortization | (246,061) | (171,648) |
Total net operating real estate investments | 3,188,469 | 3,565,207 |
Real estate held for sale, net | 171,347 | 3,360 |
Total net real estate investments | 3,359,816 | 3,568,567 |
Investments, at fair value | 2,500 | 2,500 |
Cash | 34,115 | 76,751 |
Restricted cash | 51,611 | 37,998 |
Accounts and other receivables | 26,241 | 13,292 |
Due from Manager (see Note 13) | 0 | 1,350 |
Prepaid and other assets | 31,213 | 65,466 |
Interest rate derivatives, at fair value | 75,694 | 70,813 |
Intangible assets, net | 4,082 | 0 |
Goodwill | 19,268 | 0 |
TOTAL ASSETS | 3,604,540 | 3,836,737 |
Liabilities: | ||
Notes payable, net | 943,940 | 947,499 |
Credit facilities, net | 1,513,314 | 1,580,108 |
Bridge facility, net | 30,270 | 73,622 |
Accounts payable and other accrued liabilities | 51,407 | 47,405 |
Due to Manager (see Note 13) | 0 | 3,110 |
Accrued real estate taxes payable | 44,872 | 34,992 |
Accrued interest payable | 22,060 | 14,945 |
Security deposit liability | 26,129 | 25,605 |
Prepaid rents | 3,877 | 5,936 |
Total Liabilities | 2,635,869 | 2,733,222 |
Redeemable Series A preferred stock, $0.01 par value: 16,000,000 shares authorized; 5,000,000 and 5,000,000 shares issued and outstanding, respectively | 122,049 | 121,662 |
Stockholders' Equity: | ||
Class A Common stock, $0.01 par value: 300,000,000 shares authorized; 24,891,529 and 24,615,364 shares issued and outstanding, respectively | 250 | 248 |
Additional paid-in capital | 786,970 | 737,129 |
Distributions in excess of retained earnings | (362,862) | (160,048) |
Accumulated other comprehensive income | 49,353 | 43,999 |
Total Stockholders' Equity | 473,736 | 621,328 |
TOTAL LIABILITIES AND EQUITY | 3,604,540 | 3,836,737 |
Series B Preferred Stock | ||
Stockholders' Equity: | ||
Series B Preferred stock, $0.01 par value: 2,548,240 shares authorized; 2,548,240 and 0 shares issued and outstanding, respectively | 25 | 0 |
VineBrook | ||
Liabilities: | ||
Due to Manager (see Note 13) | 500 | |
Redeemable noncontrolling interests | 254,687 | 240,647 |
Variable Interest Entity, Primary Beneficiary | ||
Liabilities: | ||
Redeemable noncontrolling interests | 105,413 | 112,972 |
Stockholders' Equity: | ||
Noncontrolling interests in consolidated VIEs | $ 12,786 | $ 6,906 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 16,000,000 | 16,000,000 |
Preferred stock, issued (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, outstanding (in shares) | 5,000,000 | 5,000,000 |
Common stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, issued (in shares) | 24,891,529 | 24,891,529 |
Common stock, outstanding (in shares) | 24,615,364 | 24,615,364 |
Series B Preferred Stock | ||
Preferred stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 2,548,240 | 2,548,240 |
Preferred stock, issued (in shares) | 0 | 2,548,240 |
Preferred stock, outstanding (in shares) | 0 | 2,548,240 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues | ||||
Rental income | $ 87,210 | $ 71,594 | $ 259,121 | $ 182,016 |
Other income | 1,525 | 2,044 | 4,362 | 4,904 |
Total revenues | 88,735 | 73,638 | 263,483 | 186,920 |
Expenses | ||||
Property operating expenses | 20,889 | 12,592 | 56,602 | 33,636 |
Real estate taxes and insurance | 16,935 | 12,260 | 49,030 | 32,716 |
Property management fees | 1,940 | 3,844 | 13,065 | 10,363 |
Advisory fees | 5,637 | 4,313 | 16,285 | 11,243 |
General and administrative expenses | 13,860 | 7,074 | 36,385 | 19,212 |
Depreciation and amortization | 31,610 | 28,693 | 96,530 | 68,856 |
Interest expense | 34,292 | 16,875 | 101,071 | 37,650 |
Total expenses | 125,163 | 85,651 | 368,968 | 213,676 |
Loss on extinguishment of debt | (164) | (2,468) | (276) | (3,469) |
Loss on sales and impairment of real estate, net | (34,654) | (140) | (65,108) | (86) |
Investment income | 101 | 0 | 265 | 1,339 |
Loss on forfeited deposits | (292) | 0 | (42,202) | 0 |
Internalization costs | (917) | 0 | (917) | 0 |
Net loss | (72,354) | (14,621) | (213,723) | (28,972) |
Dividends on and accretion to redemption value of Redeemable Series A preferred stock | 2,207 | 2,226 | 6,621 | 6,654 |
Net loss attributable to stockholders | (59,459) | (11,840) | (175,028) | (27,234) |
Other comprehensive (loss)/income | ||||
Unrealized gain on interest rate hedges | 163 | 29,356 | 6,297 | 54,866 |
Total comprehensive (loss)/income | (72,191) | 14,735 | (207,426) | 25,894 |
Dividends on and accretion to redemption value of Redeemable Series A preferred stock | 2,207 | 2,226 | 6,621 | 6,654 |
Comprehensive (loss)/income attributable to stockholders | $ (59,319) | $ 13,113 | $ (169,674) | $ 19,283 |
Weighted average common shares outstanding - basic (in shares) | 24,894 | 25,124 | 24,673 | 24,545 |
Weighted average common shares outstanding - diluted (in shares) | 24,894 | 25,124 | 24,673 | 24,545 |
Earnings/(loss) per share - basic (in usd per share) | $ (2.39) | $ (0.47) | $ (7.09) | $ (1.11) |
Earnings/(loss) per share - diluted (in usd per share) | $ (2.39) | $ (0.47) | $ (7.09) | $ (1.11) |
VineBrook | ||||
Expenses | ||||
Net loss attributable to redeemable noncontrolling interests | $ (10,853) | $ (1,782) | $ (32,059) | $ (3,976) |
Other comprehensive (loss)/income | ||||
Comprehensive income/(loss) attributable to redeemable noncontrolling interests | (10,830) | 2,621 | (31,116) | 4,373 |
Variable Interest Entity, Primary Beneficiary | ||||
Expenses | ||||
Net loss attributable to redeemable noncontrolling interests | (3,684) | (3,112) | (11,691) | (4,303) |
Net loss attributable to noncontrolling interests in consolidated VIEs | (565) | (113) | (1,566) | (113) |
Other comprehensive (loss)/income | ||||
Comprehensive income/(loss) attributable to redeemable noncontrolling interests | (3,684) | (3,112) | (11,691) | (4,303) |
Comprehensive loss attributable to noncontrolling interests in consolidated VIEs | $ (565) | $ (113) | $ (1,566) | $ (113) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | VineBrook | Variable Interest Entity, Primary Beneficiary | Series B Preferred Stock | Class A Common Stock | Additional Paid-in Capital | Additional Paid-in Capital VineBrook | Additional Paid-in Capital Variable Interest Entity, Primary Beneficiary | Distributions in Excess of Retained Earnings | Accumulated Other Comprehensive Income (Loss) |
Beginning balance (in shares) at Dec. 31, 2021 | 21,814,248 | |||||||||
Beginning balance at Dec. 31, 2021 | $ 582,948 | $ 219 | $ 651,531 | $ (68,011) | $ (791) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss attributable to stockholders | (27,234) | (27,234) | ||||||||
Issuance of stock (in shares) | 4,064,923 | |||||||||
Issuance of stock | 220,603 | $ 41 | 220,562 | |||||||
Redemptions of Class A common stock (in shares) | (1,167,653) | |||||||||
Redemptions of Class A common stock | (71,616) | $ (12) | (71,604) | |||||||
Offering costs | (3,058) | (3,058) | ||||||||
Equity-based compensation (in shares) | 49,659 | |||||||||
Equity-based compensation | 2,595 | 2,595 | ||||||||
Common stock dividends declared | (39,817) | (39,817) | ||||||||
Other comprehensive income attributable to stockholders | 46,517 | 46,517 | ||||||||
Adjustment to reflect redemption value of redeemable noncontrolling interests | $ (34,032) | $ (4,303) | $ (34,032) | $ (4,303) | ||||||
Ending balance (in shares) at Sep. 30, 2022 | 24,761,177 | |||||||||
Ending balance at Sep. 30, 2022 | 672,603 | $ 248 | 761,691 | (135,062) | 45,726 | |||||
Beginning balance (in shares) at Jun. 30, 2022 | 24,960,485 | |||||||||
Beginning balance at Jun. 30, 2022 | 691,506 | $ 250 | 780,111 | (109,628) | 20,773 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss attributable to stockholders | (11,840) | (11,840) | ||||||||
Issuance of stock (in shares) | 475,440 | |||||||||
Issuance of stock | 27,909 | $ 5 | 27,904 | |||||||
Redemptions of Class A common stock (in shares) | (674,891) | |||||||||
Redemptions of Class A common stock | (42,350) | $ (7) | (42,343) | |||||||
Offering costs | (1,565) | (1,565) | ||||||||
Equity-based compensation (in shares) | 143 | |||||||||
Equity-based compensation | 920 | 920 | ||||||||
Common stock dividends declared | (13,594) | (13,594) | ||||||||
Other comprehensive income attributable to stockholders | 24,953 | 24,953 | ||||||||
Adjustment to reflect redemption value of redeemable noncontrolling interests | (224) | (3,112) | (224) | (3,112) | ||||||
Ending balance (in shares) at Sep. 30, 2022 | 24,761,177 | |||||||||
Ending balance at Sep. 30, 2022 | 672,603 | $ 248 | 761,691 | (135,062) | 45,726 | |||||
Beginning balance (in shares) at Dec. 31, 2022 | 0 | 24,615,364 | ||||||||
Beginning balance at Dec. 31, 2022 | 621,328 | $ 0 | $ 248 | 737,129 | (160,048) | 43,999 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss attributable to stockholders | (175,028) | (175,028) | ||||||||
Issuance of stock (in shares) | 2,548,240 | 221,698 | ||||||||
Issuance of stock | 12,501 | $ 2 | 12,499 | |||||||
Redemptions of Class A common stock (in shares) | (5,710) | |||||||||
Redemptions of Class A common stock | (352) | (352) | ||||||||
Issuance of Series B preferred stock, net of offering costs | $ 60,829 | $ 25 | 60,804 | |||||||
Equity-based compensation (in shares) | 60,177 | 60,177 | ||||||||
Equity-based compensation | $ 3,369 | 3,369 | ||||||||
Common stock dividends declared | (26,761) | (26,761) | ||||||||
Series B preferred stock dividends declared | (1,025) | (1,025) | ||||||||
Other comprehensive income attributable to stockholders | 5,354 | 5,354 | ||||||||
Adjustment to reflect redemption value of redeemable noncontrolling interests | (21,746) | (4,733) | (21,746) | (4,733) | ||||||
Ending balance (in shares) at Sep. 30, 2023 | 2,548,240 | 24,891,529 | ||||||||
Ending balance at Sep. 30, 2023 | 473,736 | $ 25 | $ 250 | 786,970 | (362,862) | 49,353 | ||||
Beginning balance (in shares) at Jun. 30, 2023 | 0 | 24,894,319 | ||||||||
Beginning balance at Jun. 30, 2023 | 479,030 | $ 0 | $ 250 | 731,937 | (302,370) | 49,213 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss attributable to stockholders | (59,459) | (59,459) | ||||||||
Issuance of stock (in shares) | 2,548,240 | 0 | ||||||||
Issuance of stock | 10 | $ 0 | 10 | |||||||
Redemptions of Class A common stock (in shares) | (2,790) | |||||||||
Redemptions of Class A common stock | (172) | (172) | ||||||||
Issuance of Series B preferred stock, net of offering costs | 60,829 | $ 25 | 60,804 | |||||||
Equity-based compensation (in shares) | 0 | |||||||||
Equity-based compensation | 1,287 | 1,287 | ||||||||
Common stock dividends declared | (8) | (8) | ||||||||
Series B preferred stock dividends declared | (1,025) | (1,025) | ||||||||
Other comprehensive income attributable to stockholders | 140 | 140 | ||||||||
Adjustment to reflect redemption value of redeemable noncontrolling interests | $ (3,534) | $ (3,362) | $ (3,534) | $ (3,362) | ||||||
Ending balance (in shares) at Sep. 30, 2023 | 2,548,240 | 24,891,529 | ||||||||
Ending balance at Sep. 30, 2023 | $ 473,736 | $ 25 | $ 250 | $ 786,970 | $ (362,862) | $ 49,353 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||||
Common stock dividends declared (in usd per share) | $ 0.5301 | $ 0.5301 | $ 1.5903 | $ 1.5903 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (213,723) | $ (28,972) |
Adjustments to reconcile net loss to net cash provided by operating activities | ||
Loss on sales and impairment of real estate, net | 65,108 | 86 |
Depreciation and amortization | 96,530 | 68,856 |
Non-cash interest amortization | 7,753 | 5,577 |
Change in fair value of interest rate derivatives included in interest expense | 1,386 | (9,765) |
Net cash received/(paid) on derivative settlements | 2,419 | (3,203) |
Loss on extinguishment of debt | 276 | 3,469 |
Equity-based compensation | 8,751 | 4,704 |
Loss on forfeited deposits | 42,202 | 0 |
Changes in operating assets and liabilities, net of effects of acquisitions: | ||
Operating assets | (14,713) | (6,992) |
Operating liabilities | 21,004 | 49,954 |
Net cash provided by operating activities | 16,993 | 83,714 |
Cash flows from investing activities | ||
Investment in unconsolidated entity | 0 | (100,819) |
Redemption of investment in unconsolidated entity | 0 | 100,819 |
Acquisition of NexPoint Homes through VIE consolidation, net of cash received | 0 | (47,022) |
Internalization of the Manager | 80 | 0 |
Net proceeds from sales of real estate | 148,300 | 7,931 |
Prepaid acquisition deposits | 474 | (41,685) |
Insurance proceeds received | 7,937 | 707 |
Acquisitions of real estate investments | (3,222) | (1,360,466) |
Additions to real estate investments | (107,192) | (147,095) |
Net cash provided by/(used in) investing activities | 46,377 | (1,587,630) |
Cash flows from financing activities | ||
Notes payable proceeds received | 19,826 | 288,512 |
Notes payable payments | (24,505) | (7,892) |
Credit facilities proceeds received | 13,750 | 1,115,000 |
Credit facilities principal payments | (82,799) | 0 |
Bridge facilities proceeds received | 25,000 | 350,000 |
Bridge facilities principal payments | (69,730) | (350,000) |
Financing costs paid | (3,841) | (13,383) |
Interest rate cap premium paid | 0 | (12,673) |
Redemptions of Class A common stock paid | (17,446) | (35,544) |
Dividends paid to common stockholders | (12,825) | (18,537) |
Dividends paid to Series B preferred stockholders | (1,025) | 0 |
Payments for taxes related to net share settlement of stock-based compensation | (873) | (555) |
Series A Preferred stock dividends paid | (6,094) | (6,094) |
Net cash (used in)/provided by financing activities | (92,393) | 1,552,166 |
Change in cash and restricted cash | (29,023) | 48,250 |
Cash and restricted cash, beginning of period | 114,749 | 74,997 |
Cash and restricted cash, end of period | 85,726 | 123,247 |
Supplemental Disclosure of Cash Flow Information | ||
Interest paid, net of amount capitalized | 107,387 | 18,119 |
Cash paid for income and franchise taxes | 585 | 262 |
Supplemental Disclosure of Noncash Activities | ||
Accrued insurance proceeds | 1,270 | 0 |
Assumed liabilities in asset acquisitions | 0 | 3,829 |
Accrued distributions payable to redeemable noncontrolling interests in the OP | 700 | 939 |
Accrued redemptions payable to common stockholders | 172 | 42,350 |
Accrued capital expenditures | 106 | 3,263 |
Accretion to redemption value of Redeemable Series A preferred stock | 527 | 560 |
Fair market value adjustment on assumed debt | 0 | 89 |
Assumed debt on acquisitions | 565 | 13,582 |
Offering costs accrued | 0 | 84 |
Issuance of Class A common stock related to DRIP dividends | 13,374 | 21,173 |
DRIP dividends to common stockholders | (13,374) | (21,173) |
VineBrook | ||
Cash flows from financing activities | ||
Contributions from redeemable noncontrolling interests | 1,595 | 8,789 |
Distributions to redeemable noncontrolling interests | (474) | (4,835) |
Supplemental Disclosure of Noncash Activities | ||
Contributions from redeemable noncontrolling interests related to DRIP distributions | 3,596 | 1,487 |
DRIP distributions to redeemable noncontrolling interests | (3,596) | (1,487) |
Variable Interest Entity, Primary Beneficiary | ||
Cash flows from financing activities | ||
Contributions from redeemable noncontrolling interests | 0 | 65,653 |
Distributions to redeemable noncontrolling interests | (601) | 0 |
Redemptions to/by redeemable noncontrolling interests | (4) | 0 |
Contributions from noncontrolling interests in consolidated VIEs | 7,285 | 2,955 |
Distributions to noncontrolling interests in consolidated VIEs | (321) | 0 |
Supplemental Disclosure of Noncash Activities | ||
Assumed debt on acquisitions | 0 | 278,530 |
Contributions from redeemable noncontrolling interests related to DRIP distributions | 1,949 | 0 |
DRIP distributions to redeemable noncontrolling interests | (1,949) | 0 |
Contributions from noncontrolling interests in consolidated VIEs related to DRIP distributions | 139 | 0 |
DRIP distributions to noncontrolling interests in consolidated VIEs | (139) | 0 |
Real estate investments assumed in acquisition of NexPoint Homes through VIE consolidation | 0 | 326,432 |
Earnest money deposits assumed in acquisition of NexPoint Homes through VIE consolidation | 0 | 36,838 |
Other assets assumed in acquisition of NexPoint Homes through VIE consolidation | 0 | 8,729 |
Other liabilities assumed in acquisition of NexPoint Homes through VIE consolidation | 0 | 4,607 |
Noncontrolling interests assumed in acquisition of NexPoint Homes through VIE consolidation | 0 | 41,150 |
Common Class A | ||
Cash flows from financing activities | ||
Proceeds from issuance of Class A common stock | 0 | 174,085 |
Offering costs paid | 0 | (3,315) |
Supplemental Disclosure of Noncash Activities | ||
Accrued dividends payable | 562 | 748 |
Series A Preferred Stock | ||
Cash flows from financing activities | ||
Offering costs paid | (140) | 0 |
Supplemental Disclosure of Noncash Activities | ||
Accrued dividends payable | 2,031 | 6,094 |
Series B Preferred Stock | ||
Cash flows from financing activities | ||
Proceeds from issuance of redeemable Series A preferred stock, net of offering costs | $ 60,829 | $ 0 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business VineBrook Homes Trust, Inc. (the “Company”, “we”, “us,” “our”) was incorporated in Maryland on July 16, 2018 and has elected to be taxed as a real estate investment trust (“REIT”). The Company is focused on acquiring, renovating, leasing, maintaining and otherwise managing single family rental (“SFR”) home investments primarily located in large to medium size cities and suburbs located in the midwestern, heartland and southeastern United States and providing our residents with affordable, safe and clean dwellings with a high level of service. Substantially all of the Company’s business is conducted through VineBrook Homes Operating Partnership, L.P. (the “OP”), the Company’s operating partnership, as the Company owns its properties indirectly through the OP. VineBrook Homes OP GP, LLC (the “OP GP”), is the general partner of the OP and a wholly-owned subsidiary of the Company. As of September 30, 2023, there were a combined 24,616,409 Class A, Class B and Class C units of the OP (collectively, “OP Units”), of which 20,387,840 Class A OP Units, or 82.8%, were owned by the Company, 2,738,854 Class B OP Units, or 11.1%, were owned by NexPoint Real Estate Opportunities, LLC (“NREO”), 91,395 Class C OP Units, or 0.4%, were owned by NRESF REIT Sub, LLC (“NRESF”), 144,231 Class C OP Units, or 0.6%, were owned by GAF REIT, LLC (“GAF REIT”) and 1,254,089 Class C OP Units, or 5.1%, were owned by sellers in the Formation Transaction (as defined below) (the “VineBrook Contributors”) or other Company employees and insiders. NREO, NRESF and GAF REIT are noncontrolling limited partners unaffiliated with the Company but are affiliates of the Adviser (defined below). The Third Amended and Restated Limited Partnership Agreement of the OP (the “OP LPA”) generally provides that Class A OP Units and Class B OP Units each have 50.0% of the voting power of the OP Units, including with respect to the election of directors to the Partnership Board (defined below in Note 10), and the Class C OP Units have no voting power. Each Class A OP Unit, Class B OP Unit and Class C OP Unit otherwise represents substantially the same economic interest in the OP. The Company began operations on November 1, 2018 as a result of the acquisition of various partnerships and limited liability companies owned and operated by the VineBrook Contributors and other third parties, which owned 4,129 SFR assets located in Ohio, Kentucky and Indiana (the “Initial Portfolio”) for a total purchase price of approximately $330.2 million, including closing and financing costs of $6.0 million (the “Formation Transaction”). On November 1, 2018, the Company accepted subscriptions for 1,097,367 shares of its Class A common stock, par value $0.01 (“Shares”), for gross proceeds of approximately $27.4 million in connection with the Formation Transaction. The proceeds from the issuance of Shares were used to acquire OP Units. The OP used the capital contribution from the Company to fund a portion of the purchase price for the Initial Portfolio. The remaining purchase price and closing costs were funded by a capital contribution totaling $70.7 million from NREO, $8.6 million of equity rolled over from VineBrook Contributors, and $241.4 million from a Federal Home Loan Mortgage Corporation (“Freddie Mac”) mortgage (the “Initial Mortgage”) provided by KeyBank N.A. (“KeyBank”). On May 1, 2019 (the “Release Date”), approximately $1.4 million worth of OP Units were released to various VineBrook Contributors from an indemnity reserve escrow that was established at the time the Initial Portfolio was acquired. From the time the escrow reserve was established until the Release Date, no indemnity claims were made against said escrow. Between November 1, 2018 and September 30, 2023, the Company, through the SPEs (as defined in Note 3) owned by the OP, purchased 20,750 additional homes and sold 1,732 homes within the VineBrook reportable segment (see Note 15), and through the OP’s consolidated investment in NexPoint Homes (as defined in Note 2) purchased 2,573 additional homes and sold four homes. Together with the Initial Portfolio, the Company, through the OP’s SPEs, indirectly owned an interest in 23,147 homes (the “VineBrook Portfolio”) in 18 states, and with its consolidation of NexPoint Homes, indirectly owned an interest in a total of 25,716 homes (the “Portfolio”) in 20 states as of September 30, 2023. The acquisitions of the additional homes in the VineBrook reportable segment were funded by loans (see Note 7), proceeds from the sale of Shares and Series A Preferred Stock (defined below) and excess cash generated from operations. The Company is externally managed by NexPoint Real Estate Advisors V, L.P. (the “Adviser”), through an agreement dated November 1, 2018, subsequently amended and restated on May 4, 2020, and amended on October 25, 2022 (the “Advisory Agreement”). The Advisory Agreement will automatically renew on the anniversary of the renewal date for one-year terms thereafter, unless otherwise terminated. The Adviser provides asset management services to the Company. The OP caused the SPEs to retain VineBrook Homes, LLC (the “Manager”), which was an affiliate of certain VineBrook Contributors prior to the completion of the Internalization (defined below), to renovate, lease, maintain, and operate the VineBrook properties under management agreements (as amended, the “Management Agreements”) that generally have an initial three-year term with one-year automatic renewals, unless otherwise terminated. The Management Agreements were supplemented by a side letter (as amended and restated, the “Side Letter”) by and among the Company, the OP, the OP GP, the Manager and certain of its affiliates. Pursuant to the Side Letter, on August 3, 2023, we completed the Internalization of our Manager following which the Manager is a wholly-owned subsidiary of the OP and the VineBrook Portfolio is internally managed. In connection with the Internalization, the Side Letter was terminated. Certain SPEs from time to time may have property management agreements with independent third parties that are not the Manager. These are typically the result of maintaining legacy property managers after an acquisition to help transition the properties to the Manager or, in the case of a future sale, to manage the properties until they are sold. All of the Company’s investment decisions are made by our employees or employees of the Adviser, subject to general oversight by the OP’s investment committee and the Company’s board of directors (the “Board”). Because the equity holders of the Manager prior to the Internalization owned OP Units, the Manager was considered an affiliate for financial reporting disclosure purposes. The Company’s primary investment objectives are to provide our residents with affordable, safe, clean and functional dwellings with a high level of service through institutional management and a renovation program on the homes purchased, while enhancing the cash flow and value of properties owned. We intend to acquire properties with cash flow growth potential, provide quarterly cash distributions and achieve long-term capital appreciation for our stockholders. On August 28, 2018, the Company commenced the offering of 40,000,000 Shares through a continuous private placement (the “Private Offering”), under regulation D of the Securities Act of 1933, as amended (the “Securities Act”) (and various state securities law provisions) for a maximum of $1.0 billion of its Shares. The Private Offering closed on September 14, 2022. The initial offering price for Shares sold through the Private Offering was $25.00 per Share. The Company conducted periodic closings and sold Shares at the prior net asset value (“NAV”) per share as determined using the valuation methodology recommended by the Adviser and approved by the pricing committee (the “Pricing Committee”) of the Board (the “Valuation Methodology”), plus applicable fees and commissions. The NAV per share is calculated on a fully diluted basis. NAV may differ from the values of our real estate assets as calculated in accordance with accounting principles generally accepted in the United States (“GAAP”). NexPoint Securities, Inc. (the “Dealer Manager”), an entity under common ownership with the Adviser, served as the sole dealer manager for the Private Offering and Raymond James & Associates, Inc. (“Raymond James”) and other unaffiliated broker-dealers served as placement agents (the “Placement Agents”) through selling agreements (“Selling Agreements”) between each Placement Agent and the Company. The Company adopted the 2018 Long-Term Incentive Plan (the “2018 LTIP”) whereby the Board, or a committee thereof, granted awards of restricted stock units of the Company (“RSUs”) or profits interest units in the OP (“PI Units”) to certain employees of the Adviser and the Manager, or others at the discretion of the Board (including the directors and officers of the Company or other service providers of the Company or the OP). Under the terms of the 2018 LTIP, 426,307 Shares were initially reserved, subject to automatic increase on January 1st of each year beginning with January 1, 2019 by a number equal to 10% of the total number of OP Units and vested PI Units outstanding on December 31st of the preceding year (the "2018 LTIP Share Reserve"), provided that the Board may act prior to each such January 1st to determine that there will be no increase for such year or that the increase will be less than the number of Shares by which the 2018 LTIP Share Reserve would otherwise increase. In addition, the Shares available under the 2018 LTIP could not exceed in the aggregate 10% of the number of OP Units and vested PI Units outstanding at the time of measurement (the “2018 LTIP Share Maximum”). Grants could be made annually by the Board, or more or less frequently in the Board’s sole discretion. Vesting of grants made under the 2018 LTIP occur over a period of time as determined by the Board and included the achievement of performance metrics, also as determined by the Board in its sole discretion. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Accounting and Use of Estimates The accompanying unaudited consolidated financial statements are presented in accordance with GAAP and the rules and regulations of the SEC. 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 consolidated financial statements and the amounts of revenues and expenses during the reporting periods. Actual amounts realized or paid could differ from those estimates. 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. References to number of properties are unaudited. In the opinion of management, all adjustments and eliminations necessary for the fair presentation of the Company’s financial position as of September 30, 2023 and December 31, 2022 and results of operations for the three and nine months ended September 30, 2023 and 2022 have been included. The unaudited information included in these interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the years ended December 31, 2022 and 2021 included in our Annual Report. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2023, or any other future period. Principles of Consolidation The Company accounts for subsidiary partnerships, limited liability companies, 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. If the Company determines the entity is not a VIE, it evaluates whether the entity should be consolidated under the voting model. The Company consolidates an entity when it controls the entity through ownership of a majority voting interest. As of September 30, 2023, the Company has determined it must consolidate the OP, its subsidiaries and the OP’s investment in NexPoint Homes Trust, Inc. (“NexPoint Homes”) (see Note 5) under the VIE model as it was determined the Company both controls the direct activities of the OP and its investments, including NexPoint Homes, and has the right to receive benefits that could potentially be significant to the OP, its subsidiaries and its investment in NexPoint Homes. The Company has control to direct the activities of the OP and its subsidiaries because the OP GP is a wholly-owned subsidiary of the Company. The Company has control to direct the activities of NexPoint Homes because the OP owns approximately 81% of the outstanding equity of NexPoint Homes and the parties that beneficially own over 99% of the operating partnership of NexPoint Homes are related parties to the Company as of September 30, 2023. The consolidated financial statements include the accounts of the Company and its subsidiaries, including the OP, its subsidiaries and NexPoint Homes. All significant intercompany accounts and transactions have been eliminated in consolidation. OP Units and equity interests in consolidated VIEs that are not owned by the Company are presented as noncontrolling interests in the consolidated financial statements, and income or loss generated is allocated between the Company and the noncontrolling interests based upon their relative ownership percentages. In these consolidated financial statements, redeemable noncontrolling interests in the OP are exclusive of any interests in NexPoint Homes and its SFR OP (as defined in Note 5). Noncontrolling interests in consolidated VIEs are representative of interests in NexPoint Homes and redeemable noncontrolling interests in consolidated VIEs are representative of interests in the SFR OP (as defined in Note 5). Reclassifications During the period ended September 30, 2023, the Company reclassified $1.4 million from due from Manager and $4.5 million from accounts payable and other accrued liabilities to due to Manager on the December 31, 2022 consolidated balance sheet to conform to our current presentation. During the period ended September 30, 2023, the Company reclassified $1.3 million from other income to investment income on the consolidated statements of operations and comprehensive income (loss) for the nine months ended September 30, 2022 to conform to our current presentation. Certain amounts classified separately as loss on sales of real estate, $0.2 million and less than $0.1 million, and casualty gain (loss), net of insurance proceeds, gain of $0.1 million and loss of $0.1 million for the prior periods have been reclassified as loss on sales and impairment of real estate, net on the consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2022 to conform to our current presentation, respectively. Certain amounts classified separately as corporate general and administrative expenses, $2.7 million and $7.3 million, and property general and administrative expenses, $4.4 million and $11.9 million, for the prior periods have been reclassified as general and administrative expenses on the consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2022 to conform to our current presentation, respectively. Real Estate Investments Upon acquisition, we evaluate our acquired SFR properties for purposes of determining whether a transaction should be accounted for as an asset acquisition or business combination. Since substantially all of the fair value of our acquired properties is concentrated in a single identifiable asset or group of similar identifiable assets and the acquisitions do not include a substantive process, our purchases of homes or portfolios of homes qualify as asset acquisitions. Accordingly, upon acquisition of a property, the purchase price and related acquisition costs (“Total Consideration”) are allocated to land, buildings, improvements, fixtures, and intangible lease assets based upon their relative fair values. 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 (“ASC 820”) (see Note 8), is based on an independent third-party valuation firm’s estimate of the fair value of the tangible and intangible assets and liabilities acquired or management’s internal analysis based on market knowledge obtained from historical transactions. The valuation methodology utilizes market comparable information, depreciated replacement cost and other estimates in allocating value to the tangible assets. The allocation of the Total Consideration to intangible lease assets represents the value associated with the in-place leases, as one month’s worth of effective gross income (rental revenue, less credit loss allowance, plus other income) as the average downtime of the assets in the portfolio is approximately one month and the assets in the portfolio are leased on a gross rental structure. 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 or accreted as interest expense over the life of the debt assumed. Real estate assets, including land, buildings, improvements, fixtures, 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. The Company also incurs indirect costs to prepare acquired properties for rental. These costs are capitalized to the cost of the property during the period the property is undergoing activities to prepare it for its intended use. We capitalize interest, real estate taxes, insurance, utilities and other indirect costs as costs of the property only during the period for which activities necessary to prepare an asset for its intended use are ongoing, provided that expenditures for the asset have been made and the costs have been incurred. Upon completion of the renovation of our properties, all costs of operations, including repairs and maintenance, are expensed as incurred, unless the renovation meets the Company’s capitalization criteria. Real estate-related depreciation and amortization are computed on a straight-line basis over the estimated useful lives as described in the following table: Land Not depreciated Buildings 27.5 years Improvements and other assets 2.5 - 15 years Acquired improvements and fixtures 1 - 8 years Intangible lease assets 6 months As of September 30, 2023, the gross balance and accumulated amortization related to the intangible lease assets were both less than $0.1 million. As of December 31, 2022, the gross balance and accumulated amortization related to the intangible lease assets was $6.3 million and $5.1 million, respectively. For the three months ended September 30, 2023 and 2022, the Company recognized approximately $0.2 million and $1.7 million, respectively, of amortization expense related to the intangible lease assets. For the nine months ended September 30, 2023 and 2022, the Company recognized approximately $1.4 million and $4.7 million, respectively, of amortization expense related to the intangible lease assets. Real estate assets are reviewed for impairment quarterly or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Significant indicators of impairment may include, but are not limited to, declines in home values, rental rates, changes in hold periods, or occupancy percentages, as well as significant changes in the economy. In such cases, the Company will evaluate the recoverability of the assets by comparing the estimated future cash flows expected to result from the use and eventual disposition of each asset to its carrying amount and provide for impairment if such undiscounted cash flows are insufficient to recover the carrying amount. If impaired, the real estate asset will be written down to its estimated fair value. The process whereby we assess our SFR homes for impairment requires significant judgment and assessment of factors that are, at times, subject to significant uncertainty. For the three and nine months ended September 30, 2023, the Company recorded approximately $39.6 million and $66.9 million of impairment charges on real estate assets, respectively, which are included in loss on sales and impairment of real estate, net on the consolidated statements of operations and comprehensive income (loss). The impairment charge is net of insurance recovery for any casualty related damages. No significant impairments on real estate assets were recorded during the three and nine months ended September 30, 2022. Purchase Price Allocation – Internalization of the Manager The Internalization of the Manager was considered a business combination in accordance with FASB ASC 805, Business Combinations . The purchase price (“Internalization Consideration”) was allocated to the assets acquired and liabilities assumed based on the estimated fair value of the Internalization Consideration transferred at the date of acquisition. The excess of the Internalization Consideration over the fair value of the net assets acquired was allocated to goodwill. Certain assets acquired in connection with the Internalization of the Manager, including intangible assets and goodwill, were calculated using unobservable inputs classified within Level 3 of the fair value hierarchy. Intangible Assets Intangible assets acquired related to the Internalization of the Manager are amortized on a straight-line basis over the estimated useful lives as described in the following table: Developed technology 5 years Goodwill Not depreciated Intangible assets subject to amortization are reviewed for impairment in accordance with ASC 360-10, wherein an impairment loss is recognized if the carrying amount of an intangible asset is not recoverable and its carrying amount exceeds its fair value. No impairment losses on intangible assets have been recognized for the three or nine months ended September 30, 2023. Goodwill Goodwill has an indefinite life and therefore is not amortized under the provisions of ASC 350, Intangibles – Goodwill and Other . Goodwill is tested at least annually for impairment to ensure that the carrying amount of goodwill exceeds its implied fair value. No impairment losses on goodwill have been recognized for the three or nine months ended September 30, 2023. Cash and restricted cash The Company maintains cash at multiple financial institutions and, at times, these balances exceed federally insurable limits. As a result, there is a concentration of credit risk related to amounts on deposit. We believe any risks are mitigated through the size of the financial institutions at which our cash balances are held. Restricted cash represents cash deposited in accounts related to security deposits, property taxes, insurance premiums and deductibles and other lender-required escrows. Amounts deposited in the reserve accounts associated with the loans can only be used as provided for in the respective loan agreements, and security deposits held pursuant to lease agreements are required to be segregated. The following table provides a reconciliation of cash and restricted cash reported on the consolidated balance sheets that sum to the total of such amount shown in the consolidated statements of cash flows (in thousands): September 30, 2023 2022 December 31, 2022 Cash $ 34,115 $ 92,566 $ 76,751 Restricted cash 51,611 30,681 37,998 Total cash and restricted cash $ 85,726 $ 123,247 $ 114,749 Revenue Recognition The Company’s primary operations consist of rental income earned from its residents under lease agreements typically with terms of one year or less. The Company classifies the SFR property leases as operating leases and elects to not separate the lease component, comprised of rents from SFR properties, from the associated non-lease component, comprised of fees from SFR properties and resident charge-backs. The combined component is accounted for under the new lease accounting standard while certain resident reimbursements are accounted for as variable payments under the revenue accounting guidance. Rental income is recognized when earned. This policy effectively results in income recognition on a straight-line basis over the related terms of the leases. Resident reimbursements and other income consist of charges billed to residents for utilities, resident-caused damages, pets, and administrative, application and other fees and are recognized when earned. Historically, the Company has used a direct write-off method for uncollectible rents; wherein uncollectible rents are netted against rental income. The Company additionally has established a reserve for any accounts receivable that are not expected to be collectible, which are netted against rental income and other income. For the three months ended September 30, 2023 and 2022, rental income includes $3.4 million and $3.0 million of variable lease payments, respectively. For the nine months ended September 30, 2023 and 2022, rental income includes $9.5 million and $7.6 million of variable lease payments, respectively. Gains or losses on sales of properties are recognized pursuant to the provisions included in ASC 610-20, Other Income . We recognize a full gain or loss on sale, which is presented in (loss)/gain on sales and impairment of real estate on the consolidated statements of operations and comprehensive income (loss), when the derecognition criteria under ASC 610-20 have been met. Redeemable Securities Included in the Company’s consolidated balance sheets are redeemable noncontrolling interests in the OP, redeemable noncontrolling interests in consolidated VIEs and 6.50% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”). These interests are presented in the “mezzanine” section of the consolidated balance sheets because they do not meet the functional definition of a liability or equity under current accounting literature. The Company accounts for these under the provisions of ASC Topic 480-10-S99-3A, paragraph 15(b). In accordance with ASC Topic 480-10-S99, since the redeemable noncontrolling interests in the OP and redeemable noncontrolling interests in consolidated VIEs have a redemption feature, they are measured at their redemption value if such value exceeds the carrying value of interests. The redemption value is based on the NAV per unit at the measurement date. The offset to the adjustment to the carrying amount of the redeemable noncontrolling interests in the OP and redeemable noncontrolling interests in consolidated VIEs is reflected in the Company’s additional paid-in capital on the consolidated balance sheets. In accordance with ASC Topic 480-10-S99, the Series A Preferred Stock are measured at their carrying value plus the accretion to their future redemption value on the balance sheet. The accretion is reflected in the Company’s dividends on and accretion to redemption value of Series A redeemable preferred stock on the consolidated statements of operations and comprehensive income (loss). Earnings (Loss) Per Share Basic earnings (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of the Company’s common stock outstanding, which excludes any unvested RSUs and PI Units issued pursuant to the 2018 LTIP. Diluted earnings (loss) per share is computed by adjusting basic earnings (loss) per share for the dilutive effects of the assumed vesting of RSUs and PI Units and the conversion of OP Units and vested PI Units to Shares. During periods of net loss, the assumed vesting of RSUs and PI Units and the conversion of OP Units and vested PI Units to Shares is anti-dilutive and is not included in the calculation of earnings (loss) per share. 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, 2023 2022 2023 2022 Numerator for loss per share: Net loss $ (72,354) $ (14,621) $ (213,723) $ (28,972) Less: Dividends on and accretion to redemption value of Redeemable Series A preferred stock 2,207 2,226 6,621 6,654 Net loss attributable to redeemable noncontrolling interests in the OP (10,853) (1,782) (32,059) (3,976) Net loss attributable to redeemable noncontrolling interests in consolidated VIEs (3,684) (3,112) (11,691) (4,303) Net loss attributable to noncontrolling interests in consolidated VIEs (565) (113) (1,566) (113) Net loss attributable to stockholders $ (59,459) $ (11,840) $ (175,028) $ (27,234) Denominator for earnings (loss) per share: Weighted average common shares outstanding - basic 24,894 25,124 24,673 24,545 Weighted average unvested RSUs, PI Units, and OP Units (1) — — — — Weighted average common shares outstanding - diluted 24,894 25,124 24,673 24,545 Earnings (loss) per weighted average common share: Basic $ (2.39) $ (0.47) $ (7.09) $ (1.11) Diluted $ (2.39) $ (0.47) $ (7.09) $ (1.11) (1) For the three months ended September 30, 2023 and 2022, excludes approximately 5,108,000 shares and 4,375,000 shares, respectively, related to the assumed vesting of RSUs and PI Units and the conversion of OP Units and vested PI Units to Shares, as the effect would have been anti-dilutive. For the nine months ended September 30, 2023 and 2022, excludes approximately 4,808,000 shares and 4,325,000 shares, respectively, related to the assumed vesting of RSUs and PI Units and the conversion of OP Units and vested PI Units to Shares, as the effect would have been anti-dilutive. Segment Reporting Under the provision of ASC 280, Segment Reporting , the Company has determined that it has two reportable segments, VineBrook and NexPoint Homes. Both reportable segments involve activities related to acquiring, renovating, developing, leasing and operating SFR homes as rental properties. The Company’s management allocates resources and evaluates operating performance across the two segments. The VineBrook reportable segment is the legacy reportable segment and represents the majority of the Company’s operations and generally purchases homes to implement a value-add strategy. The NexPoint Homes reportable segment was formed June 8, 2022 and represents a supplemental reportable segment that generally purchases newer homes that require less rehabilitation compared to the VineBrook reportable segment. Within the VineBrook reportable segment, the Company had a geographic market concentration in one market (Cincinnati) that represents more than 10% of the total gross book value of SFR homes as of September 30, 2023. Recent Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. During the nine months ended September 30, 2023, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future London Interbank Offered Rate (“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 has elected practical expedients within FASB ASU 2020-04 related to replacing the source of hedged transactions. After LIBOR cessation on June 30, 2023, the Company elected to utilize the practical expedients to not reassess previous accounting determinations and to not dedesignate hedge relationships due to a change in critical terms and the option to change the contractual terms of a hedging instrument while not dedesignating the hedging relationship. In December 2022, the FASB issued ASU 2022-06, Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”) which was issued to defer the sunset date of Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform to December 31, 2024. ASU 2022-06 is effective immediately for all companies. ASU 2022-06 had no impact on the Company’s consolidated financial statements for the three and nine months ended September 30, 2023. |
Investments in Subsidiaries
Investments in Subsidiaries | 9 Months Ended |
Sep. 30, 2023 | |
Investments in and Advances to Affiliates [Abstract] | |
Investments in Subsidiaries | Investments in Subsidiaries In connection with its indirect investments in real estate assets acquired, the Company, through its ownership of the OP, indirectly holds a proportional ownership interest in the Portfolio, through the OP’s beneficial ownership of all of the issued and outstanding membership interests in the special purpose limited liability companies (“SPEs”) that directly or indirectly own the Portfolio. All of the properties in the Portfolio 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, except as discussed below. Under the terms of the notes payable, except as discussed below, the lender has a mortgage interest in each real estate asset in the SPE to which the loan is made. As of September 30, 2023, the Company, through the OP and its SPE subsidiaries, owned the Portfolio, which consisted of 23,147 properties in the VineBrook reportable segment and 2,569 properties in the NexPoint Homes reportable segment, through 13 SPEs and their various subsidiaries and through the consolidated investment in NexPoint Homes. The following table presents the ownership structure of each SPE group that directly or indirectly owns the title to each real estate asset as of September 30, 2023, the number of assets held, the cost of those assets, the resulting debt allocated to each SPE and whether the debt is a mortgage loan. The mortgage loan may be settled from the assets of the below entity or entities to which the loan is made. Loans from the credit facility dated September 20, 2019 by and between the OP (as guarantor), VB One, LLC (as borrower) (“VB One”) and KeyBank (the “Warehouse Facility”) can only be settled from the assets owned by VB One (dollars in thousands): VIE Name Homes Cost Basis OP Beneficial Ownership % Encumbered by Mortgage (1) Debt Allocated NREA VB I, LLC 65 $ 6,099 100 % Yes $ 4,966 NREA VB II, LLC 166 16,805 100 % Yes 10,596 NREA VB III, LLC 1,318 122,616 100 % Yes 69,966 NREA VB IV, LLC 384 37,965 100 % Yes 23,869 NREA VB V, LLC 1,827 128,683 100 % Yes 106,525 NREA VB VI, LLC 288 28,060 100 % Yes 18,356 NREA VB VII, LLC 36 3,200 100 % Yes 2,939 True FM2017-1, LLC 204 19,335 100 % Yes 9,834 VB One, LLC 12,767 1,694,581 100 % No 1,198,205 VB Two, LLC 1,751 168,433 100 % No 116,221 VB Three, LLC 3,731 535,878 100 % No 322,746 VB Five, LLC 153 17,347 100 % Yes 7,185 VB Eight, LLC 457 65,402 100 % No 30,270 NexPoint Homes 2,569 761,473 81 % No 473,518 25,716 $ 3,605,877 $ 2,395,196 (2) (1) Assets held, directly or indirectly, by VB One, VB Two, LLC, VB Three, LLC and VB Eight, LLC are not encumbered by a mortgage. Instead, the lender has an equity pledge in certain assets of the respective SPEs and an equity pledge in the equity of the respective SPEs. (2) In addition to the debt allocated to the SPEs noted above, as of September 30, 2023, NexPoint Homes had approximately $102.6 million of debt (excluding amounts owed to the OP from NexPoint Homes, as these are eliminated in consolidation) not collateralized directly by homes which reflects the amount outstanding on the SFR OP Convertible Notes (as defined in Note 13) as of September 30, 2023. Additionally, as of September 30, 2023, PNC Loan I, PNC Loan II and PNC Loan III, defined below, had an aggregate balance of approximately $0.3 million, which were not allocated to a specific SPE. |
Real Estate Assets
Real Estate Assets | 9 Months Ended |
Sep. 30, 2023 | |
Real Estate [Abstract] | |
Real Estate Assets | Real Estate Assets As of September 30, 2023, the Company, through the OP and its SPE subsidiaries, owned 25,716 homes, including 23,147 homes in the VineBrook reportable segment and 2,569 homes in the NexPoint Homes reportable segment. As of December 31, 2022, the Company, through the OP and its SPE subsidiaries, owned 27,211 homes, including 24,657 homes in the VineBrook reportable segment and 2,554 homes in the NexPoint Homes reportable segment. The components of the Company’s real estate investments in homes were as follows (in thousands): Land Buildings and improvements (1) Intangible lease assets Real estate held for sale, net Total gross real estate Accumulated depreciation and amortization Real Estate Balances, December 31, 2022 $ 632,278 $ 3,098,258 $ 6,319 $ 3,360 $ 3,740,215 $ (171,648) Additions 433 108,600 (2) — — 109,033 (96,379) (3) Transfers to held for sale (70,203) (325,382) (40) 379,849 (15,776) 15,776 Write-offs — — (6,265) — (6,265) 6,265 Dispositions — (1,812) — (143,787) (145,599) (75) Impairment — (7,656) (4) — (68,075) (75,731) — Real Estate Balances, September 30, 2023 $ 562,508 $ 2,872,008 $ 14 $ 171,347 $ 3,605,877 $ (246,061) (1) Includes capitalized interest, real estate taxes, insurance, improvements, and other costs incurred during rehabilitation of the properties. (2) Includes capitalized interest of approximately $7.4 million and other capitalizable costs outlined in (1) above of approximately $10.7 million. (3) Accumulated depreciation and amortization activity excludes approximately $0.2 million of depreciation and amortization related to assets not classified as real estate investments. (4) During the nine months ended September 30, 2023, there was a casualty event in the Portales market resulting in casualty impairments of $7.5 million on assets held for use which is included in the impairment activity above, partially offset by $7.4 million of insurance recoveries. During the three months ended September 30, 2023 and 2022, the Company recognized depreciation expense of approximately $31.5 million and $27.0 million, respectively. During the nine months ended September 30, 2023 and 2022, the Company recognized depreciation expense of approximately $95.1 million and $64.2 million, respectively. Real estate acquisitions and dispositions During the nine months ended September 30, 2023, the Company, through the OP, acquired two homes within the VineBrook reportable segment. During the nine months ended September 30, 2023, the Company, through its consolidated investment in NexPoint Homes, acquired 19 homes. See Note 5 for additional information about NexPoint Homes. During the nine months ended September 30, 2023, the Company, through the OP, disposed of 1,512 homes within the VineBrook reportable segment. During the nine months ended September 30, 2023, the Company, through its consolidated investment in NexPoint Homes, disposed of four homes. The Company strategically identified these homes for disposal and expects the disposal of these properties to be accretive to the Portfolio’s results of operations and overall performance. On August 3, 2022, VB Five, LLC (“Buyer”), an indirect subsidiary of the Company, entered into a purchase agreement under which the Buyer agreed to acquire a portfolio of approximately 1,610 SFR homes located in Arizona, Florida, Georgia, Ohio and Texas (the “Tusk Portfolio”). Also on August 3, 2022, the Buyer entered into a purchase agreement under which the Buyer agreed to acquire a portfolio of approximately 1,289 SFR homes located in Arizona, Florida, Georgia, North Carolina, Ohio and Texas (the “Siete Portfolio”). On January 17, 2023, the Company, through its indirect subsidiary, VB Seven, LLC, entered into an agreement under which the acquisition of the Tusk Portfolio was terminated by the seller and the Buyer forfeited its initial deposit of approximately $23.3 million. Additionally, on January 17, 2023, the Company, through its indirect subsidiary, VB Seven, LLC, entered into an agreement under which the acquisition of the Siete Portfolio was terminated by the seller and the Buyer forfeited its initial deposit of approximately $17.7 million. The total initial deposit forfeitures of $41.0 million from the Tusk Portfolio and the Siete Portfolio are included in loss on forfeited deposits on the consolidated statement of operations and comprehensive income (loss) for the nine months ended September 30, 2023. Held for sale properties 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 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. For the three and nine months ended September 30, 2023, the Company recorded approximately $39.6 million and $66.9 million of impairment charges on real estate assets held for sale, respectively. The impairment charges recorded include approximately $0.3 million and $3.9 million of casualty related impairment for the three and nine months ended September 30, 2023, respectively, and are included in loss on sales and impairment of real estate, net on the consolidated statements of operations and comprehensive income (loss). As of September 30, 2023, there are 1,739 properties that are classified as held for sale. These held for sale properties have a carrying amount of approximately $171.3 million. |
NexPoint Homes Investment
NexPoint Homes Investment | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
NexPoint Homes Investment | NexPoint Homes Investment During the year ended December 31, 2022, the Company, through its taxable REIT subsidiary (“the TRS”), invested approximately $100.8 million in Ensign Peak Realty, LLC (“Ensign”), an owner and operator of SFR homes. This investment was redeemed in full on June 8, 2022 in connection with the formation of NexPoint Homes, described below. Formation of NexPoint Homes - Contribution Agreements On June 8, 2022, the Company, through the OP, entered into a contribution agreement (the “Contribution Agreement”) with NexPoint Homes, which is externally advised by an affiliate of our Adviser. In accordance with the Contribution Agreement, the OP contributed $50.0 million to NexPoint Homes in exchange for 2,000,000 shares of Class A common stock, par value $0.01 per share of NexPoint Homes (the “NexPoint Homes Class A Shares”). The NexPoint Homes Class A Shares were issued and valued at $25.00 per share. The NexPoint Homes Class A Shares owned by the Company are eliminated in consolidation. Following the contribution by the OP to NexPoint Homes, NexPoint Homes entered into a contribution agreement (the “SFR OP Contribution Agreement”) with NexPoint SFR Operating Partnership, L.P. (the “SFR OP”), the operating partnership of NexPoint Homes, certain funds managed by affiliates of our Adviser and certain individuals (the “Principals”) affiliated with HomeSource Operations, LLC, the external manager of the SFR OP. In accordance with the SFR OP Contribution Agreement, NexPoint Homes contributed $50.0 million to the SFR OP in exchange for 2,000,000 limited partnership units of the Operating Partnership (“SFR OP Units”). The SFR OP Units owned by NexPoint Homes are eliminated in consolidation. On June 30, 2023, the general partner of SFR OP executed the Second Amended and Restated Limited Partnership Agreement of the SFR OP (the “SFR OP LPA”), for the purposes of subdividing and reclassifying the SFR OP Units. The SFR OP LPA generally provides that the newly created Class A Common Units and Class B Common Units will each have 50.0% of the voting power of the SFR OP Units, including with respect to the election of directors to the board of directors of the SFR OP. The Class C Common Units have no voting power. The reclassification of the SFR OP Units did not have a material effect on the economic interests of the holders of the SFR OP Units. In connection with the SFR OP LPA, the SFR OP Units held by NexPoint Homes were reclassified into Class A Common Units, the SFR OP Units held by NexPoint Diversified Real Estate Operating Partnership, L.P., which is advised by an affiliate of the Adviser, were reclassified into Class B Common Units and the remaining SFR OP Units, which are primarily held by affiliates of the Company, were reclassified into Class C Common Units. On June 8, 2022, the OP loaned $50.0 million to NexPoint Homes in exchange for $50.0 million of 7.50% convertible notes of NexPoint Homes (the “NexPoint Homes Convertible Notes”). The NexPoint Homes Convertible Notes bear interest at 7.50%, are interest only during the term of the NexPoint Homes Convertible Notes and mature on June 30, 2027. From August 1, 2022 through March 31, 2027, the NexPoint Homes Convertible Notes are convertible into NexPoint Homes Class A Shares at the election of the OP at the then-current net asset value of NexPoint Homes, subject to certain limitations. Subsequent to June 8, 2022, NexPoint Homes repaid $30.5 million of the NexPoint Homes Convertible Notes and the balance of the NexPoint Homes Convertible Notes was $19.5 million as of September 30, 2023. The NexPoint Homes Convertible Notes held by the Company are eliminated in consolidation. On June 8, 2022, in connection with the formation of NexPoint Homes, the Company consolidated a note with Metropolitan Life Insurance Company (the “NexPoint Homes MetLife Note 1”). The NexPoint Homes MetLife Note 1 is guaranteed by the OP and bears interest at a fixed rate of 3.72% on the tranche collateralized by stabilized properties and 4.47% on the tranche collateralized by non-stabilized properties. The NexPoint Homes MetLife Note 1 is interest-only and matures and is due in full on March 3, 2027. As of September 30, 2023, the NexPoint Homes MetLife Note 1 had an outstanding principal balance of $238.4 million which is included, net of unamortized deferred financing costs, in notes payable on the consolidated balance sheets. See Note 7 for more information on the Company’s consolidated debt related to its investment in NexPoint Homes. Consolidation of NexPoint Homes Under ASC 810, Consolidation , the Company has determined that NexPoint Homes represents a variable interest entity. Under the VIE model, the Company concluded that the Company both controls and directs the activities of NexPoint Homes and has the right to receive benefits that could potentially be significant to its investment in NexPoint Homes. The Company has control to direct the activities of NexPoint Homes as the OP owns approximately 81% of the outstanding equity of NexPoint Homes as of September 30, 2023 and the parties that beneficially own approximately 99% of the SFR OP are related parties to the Company. As such, the Company determined it is appropriate to consolidate NexPoint Homes. All significant intercompany accounts and transactions have been eliminated in consolidation. As NexPoint Homes continues to raise additional capital, the Company will continue to evaluate whether the entity is a VIE and if the Company is the primary beneficiary of the VIE and should consolidate the entity. On June 30, 2023, the general partner of the SFR OP executed the SFR OP LPA which subdivided and reclassified the outstanding SFR OP Units into Class A, Class B and Class C Common Units. The SFR OP LPA generally provides that the newly created Class A Common Units and Class B Common Units will each have 50.0% of the voting power of the SFR OP Units, including with respect to the election of directors to the board of directors of the SFR OP. The Class C Common Units have no voting power. The reclassification of the SFR OP Units did not have a material effect on the economic interests of the holders of the SFR OP Units. In connection with the SFR OP LPA, the SFR OP Units held by NexPoint Homes were reclassified into Class A Common Units. As of September 30, 2023, the Company determined it was still appropriate to consolidate NexPoint Homes. |
Investments, at Fair Value
Investments, at Fair Value | 9 Months Ended |
Sep. 30, 2023 | |
Schedule of Investments [Abstract] | |
Investments, at Fair Value | Investments, at Fair Value On November 22, 2021, the Company, through the TRS, invested $2.5 million in Vesta Ventures Fund I, LP (the “Vesta Fund”). The Vesta Fund is a closed-end fund with an initial seven-year term beginning on February 24, 2021, subject to certain extension provisions, that invests in early and growth stage technology companies that provide solutions to the SFR real estate sector. Vesta Ventures GP, LLC (the “Vesta GP”) is the general partner and managing member of the Vesta Fund and accordingly has the exclusive right to manage and control the Vesta Fund. The TRS is a limited partner in the Vesta Fund with a minority interest and accordingly has no control or influence over the Vesta Fund. Investments in privately held entities that report NAV, such as our privately held equity investments, are presented at fair value using NAV as a practical expedient, with changes in fair value recognized in net income. We use NAV reported by limited partnerships generally without adjustment, unless we are aware of information indicating that the NAV reported by a limited partnership does not accurately reflect the fair value of the investment at our reporting date. We disclose the timing of liquidation of an investee’s assets and the date when redemption restrictions will lapse (or indicate if this timing is unknown) if the investee has communicated this information to us or has announced it publicly. We recognize both realized and unrealized gains and losses in our consolidated statements of operations. Unrealized gains and losses represent changes in NAV as a practical expedient to estimate fair value for investments in privately held entities that report NAV. Realized gains and losses on our investments represent the difference between proceeds received upon disposition of investments and their historical or adjusted cost. At September 30, 2023, the Company had no material unrealized or realized gains or losses related to the investment. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt As of September 30, 2023, the VineBrook Homes reportable segment had approximately $1.9 billion of debt outstanding, and the NexPoint Homes reportable segment had $576.1 million of debt outstanding. See the summary table below for further information on the Company's outstanding debt. Additionally, we have included a summary of any significant changes in debt agreements during the nine months ended September 30, 2023 below. JPM Facility On March 1, 2021, the Company entered into a non-recourse carveout guaranty and certain wholly owned subsidiaries of VB Three, LLC (as borrowers) entered into a $500.0 million credit agreement with JP Morgan (the “JPM Facility”). The JPM Facility is secured by equity pledges in VB Three, LLC and its wholly owned subsidiaries and incurred interest at a variable rate equal to one-month LIBOR plus 2.75%. The JPM Facility is interest-only and originally matured and was due in full on March 1, 2023. On March 10, 2022, the Company entered into Amendment No. 1 to the JPM Facility, wherein each advance under the JPM Facility will bear interest at daily Secured Overnight Financing Rate (“SOFR”) plus 2.85%. The balance of the JPM Facility, net of unamortized deferred financing costs, is included in credit facilities on the consolidated balance sheets. On January 31, 2023, the Company entered into Amendment No. 2 to the JPM Facility, wherein the total facility amount was updated to $350.0 million, and the maturity date was extended to January 31, 2025, which may be extended for 12 months upon submission of an extension request, subject to approval. On March 15, 2023, the Company entered into Amendment No. 3 to the JPM Facility to give the Company credit for pledging an interest rate cap by reducing the interest reserve requirements under the JPM Facility based on the capped rate. As of September 30, 2023, the JPM Facility had $27.3 million in available capacity. Bridge Facility III On December 28, 2022, the Company entered into a bridge credit agreement through the OP with Raymond James Bank, and subsequently borrowed $75.0 million (the “Bridge Facility III”). The Bridge Facility III accrues interest at one-month term SOFR plus a margin of 3.0%. The Bridge Facility III requires periodic principal payments and monthly interest payments. On April 17, 2023, the Company, through the OP, entered into the first amendment to the bridge credit agreement with Raymond James Bank (the “Bridge Facility III Amendment No. 1”), which amended the Bridge Facility III. The Bridge Facility III Amendment No. 1 increased the borrowing capacity of the Bridge Facility III by $25.0 million to $100.0 million and requires repayment of the principal amount outstanding so that (1) by May 30, 2023, no more than $66.7 million remained outstanding, (2) by June 30, 2023, no more than $40.0 million remained outstanding and (3) by August 30, 2023, no more than $20.0 million remained outstanding. In connection with the Bridge Facility III Amendment No. 1, on April 19, 2023, the Company drew $25.0 million on the Bridge Facility III. Subsequently, the Company repaid $69.7 million of principal on the Bridge Facility III through September 30, 2023. On July 7, 2023, the Company entered into a Consent, Waiver and Second Amendment to Bridge Facility III with Raymond James, as administrative agent, and the other lenders party thereto, in which the lenders under Bridge Facility III agreed to a waiver under the Bridge Facility III permitting the Company to pay, on or before July 21, 2023, the remaining principal payment of approximately $18.2 million previously due on June 30, 2023. On July 26, 2023, the Company and the lenders under the Bridge Facility III entered into a letter agreement permitting the Company to pay, on or before August 4, 2023, the remaining principal payment of approximately $18.2 million previously due on June 21, 2023. On July 31, 2023, the Company entered into a Waiver and Third Amendment to Bridge Facility III with Raymond James Bank, as administrative agent, and the other lenders party thereto which, among other things, provides for (1) the extension of the maturity date to December 31, 2023, (2) the revision of certain financial tests required under the Bridge Facility III; (3) a waiver of certain covenant breaches identified by the administrative agent and the Company prior to the execution of the amendment; (4) a modification of the applicable rates; (5) a modification of certain covenants; (6) prepayments of outstanding amounts under the Bridge Facility III until the amount outstanding has been repaid in full; (7) consent for the sale of shares to directors, officers and other affiliates in the Series B Preferred Offering (as defined in Note 9); and (8) restrictions on the redemption by the Company and its subsidiaries of any preferred or common equity. The balance of the Bridge Facility III, net of unamortized deferred financing costs, is included in bridge facility on the consolidated balance sheets. We expect to repay the Bridge Facility III with cash flows from operations, net proceeds from the sale of homes, proceeds from debt financings or proceeds from draws on existing debt instruments. We also repaid a portion of the Bridge Facility III with the net proceeds from the Series B Preferred Offering (see Note 9). Warehouse Facility On July 31, 2023, the Company entered into a Consent and Sixth Amendment to the Warehouse Facility with KeyBank, as administrative agent, and the other lenders party thereto which, among other things, provides for (1) the revision of certain financial tests required under the Warehouse Facility and removal of others; (2) a waiver of certain covenant breaches identified by the administrative agent and the Company prior to the execution of the amendment; (3) consent for the sale of shares to directors, officers and other affiliates under the Series B Preferred Offering, (4) consent for the Internalization, subject to certain conditions; (5) a modification of the applicable margins, including an increase upon extensions; (6) modifications and additions of certain covenants; (7) a modification of the twelve-month extension option to be two six-month extensions; (8) prepayments of outstanding amounts under the Warehouse Facility through the sale of assets and other capital raising events and in certain other situations until the amount outstanding, and the commitment under the Warehouse Facility is reduced to $850 million (the “Commitment Reduction”); (9) no obligations for further lending under the Warehouse Facility until certain conditions are satisfied, including achievement of the Commitment Reduction, and no further increase in the Warehouse Facility through the accordion feature of the Warehouse Facility; and (10) restrictions on the redemption by the Company and its subsidiaries of any preferred or common equity. PNC Loans Following the Internalization of the Manager, the Company, through the OP, assumed three PNC equipment loans (“PNC Loan I”, “PNC Loan II” and “PNC Loan III”), which bear interest at fixed rates of 3.59%, 3.70% and 3.69%, respectively. PNC Loan I, PNC Loan II and PNC Loan III mature on February 18, 2024, December 29, 2024 and December 15, 2025, respectively, and require monthly principal and interest payments. The balances of these loans are included in notes payable on the consolidated balance sheet. Reference Rate Reform LIBOR ceased publication on June 30, 2023. Beginning on July 1, 2023, the Initial Mortgage, which previously used one-month LIBOR as the reference rate, transitioned to the 30-day average SOFR. The transition included a 0.1145% spread adjustment. As of the date of this filing, the Company is in compliance with all debt covenants in all of its debt agreements. The weighted average interest rate of the Company’s debt was 7.0931% as of September 30, 2023 and 6.0684% as of December 31, 2022. As of September 30, 2023 and December 31, 2022, the adjusted weighted average interest rate of the Company’s debt, including the effect of derivative financial instruments, was 5.1984% and 4.9101%, respectively. For purposes of calculating the adjusted weighted average interest rate of the Company’s debt as of September 30, 2023, including the effect of derivative financial instruments, the Company has included the weighted average fixed rate of 2.2219% on its combined $1.5 billion notional amount of interest rate swap and cap agreements, representing a weighted average fixed rate for daily SOFR and one-month term SOFR, which effectively fixes the interest rate on $1.5 billion of the Company’s floating rate indebtedness (see Note 8). For further descriptions of the debt arrangements not included in this Form 10-Q, please see Note 7 to the consolidated financial statements in our Annual Report. The following table contains summary information of the Company’s debt as of September 30, 2023 and December 31, 2022 (dollars in thousands): Outstanding Principal as of Type September 30, 2023 December 31, 2022 Interest Rate (1) Maturity Initial Mortgage Floating $ 237,217 $ 240,408 6.98% 12/1/2025 Warehouse Facility Floating 1,198,205 1,270,000 7.97% 11/3/2025 (2) JPM Facility Floating 322,746 320,000 8.16% 1/31/2026 (3) Bridge Facility III Floating 30,270 75,000 10.32% 12/31/2023 MetLife Note Fixed 116,221 124,279 3.25% 1/31/2026 TrueLane Mortgage Fixed 9,834 10,143 5.35% 2/1/2028 Crestcore II Note Fixed 3,970 4,651 5.12% 7/9/2029 Crestcore IV Note Fixed 3,215 4,135 5.12% 7/9/2029 PNC Loan I Fixed 45 — 3.59% 2/18/2024 PNC Loan II Fixed 81 — 3.70% 12/29/2024 PNC Loan III Fixed 198 — 3.69% 12/15/2025 Total VineBrook reportable segment debt $ 1,922,002 $ 2,048,616 NexPoint Homes MetLife Note 1 Fixed 238,428 233,545 3.76% 3/3/2027 NexPoint Homes MetLife Note 2 Fixed 174,590 171,209 5.44% 8/12/2027 NexPoint Homes KeyBank Facility Floating 60,500 62,500 8.02% 8/12/2025 SFR OP Convertible Notes (4) Fixed 102,557 100,100 7.50% 6/30/2027 Total debt $ 2,498,077 $ 2,615,970 Debt premium, net (5) 324 378 Deferred financing costs, net of accumulated amortization of $20,803 and $12,995, respectively (10,877) (15,119) $ 2,487,524 $ 2,601,229 (1) Represents the interest rate as of September 30, 2023. Except for fixed rate debt, the interest rate is the 30-day average SOFR, daily SOFR or one-month term SOFR, plus an applicable margin. The 30-day average SOFR as of September 30, 2023 was 5.3166%, daily SOFR as of September 30, 2023 was 5.3100% and one-month term SOFR as of September 30, 2023 was 5.3190%. (2) This is the maturity date for the Warehouse Facility after extension options have been exercised. To extend the Warehouse Facility, the Company cannot be in default, must meet certain financial covenants and needs to pay a fee of 0.1% of the maximum revolving commitment at that time. The stated maturity date before extensions is November 3, 2024. (3) This is the maturity date for the JPM Facility after the extension option has been exercised. The stated maturity date before the extension is January 31, 2025. (4) The SFR OP Convertible Notes exclude the amounts owed to NexPoint Homes by the SFR OP, as these are eliminated in consolidation. (5) The Company reflected valuation adjustments on its assumed fixed rate debt to adjust it to fair market value on the dates of acquisition for the difference between the fair value and the assumed principal amount of debt. The difference is amortized into interest expense over the remaining terms of the debt. Schedule of Debt Maturities The aggregate scheduled maturities, including amortizing principal payments, of total debt for the next five calendar years subsequent to September 30, 2023 are as follows (in thousands): Total 2023 $ 122,688 (1) 2024 259,361 (2) 2025 1,145,292 (3) 2026 439,368 (4) 2027 515,997 Thereafter 15,371 Total $ 2,498,077 (1) Includes approximately $91.7 million of required pay downs on the Warehouse Facility related to the Consent and Sixth Amendment to the Warehouse Facility described above. (2) Includes approximately $256.5 million of required pay downs on the Warehouse Facility related to the Consent and Sixth Amendment to the Warehouse Facility described above. (3) Assumes the Company exercises the extension options on the Warehouse Facility, subject to approval from the lender. The stated maturity date before extensions is November 3, 2024. (4) Assumes the Company exercises the 12-month extension option on the JPM Facility, subject to approval from the lender. The stated maturity date before the extension is January 31, 2025. Each reporting period, management evaluates the Company’s ability to continue as a going concern in accordance with ASC 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, by evaluating conditions and events, including assessing the liquidity needs to meet obligations as they become due within one year after the date the financial statements are issued. The Company has significant debt obligations coming due on the Warehouse Facility of approximately $1.2 billion within 12 months of the financial statement issuance date. As of the date of issuance, the Company does not have sufficient liquidity to satisfy these obligations. In order to satisfy obligations as they mature, management intends to evaluate its options and may seek to: (i) make partial loan pay downs, (ii) utilize extension options contractually available under existing debt instruments, (iii) refinance certain debt instruments, (iv) obtain additional capital through equity and/or debt financings, (v) sell homes from its portfolio and pay down debt balances with the net sale proceeds, (vi) modify operations and (vii) employ some combination of (i) - (vi). While management believes its plans will be sufficient, the ability to execute its plans are not fully within management’s control. These financial statements have been prepared by management in accordance with GAAP and this basis assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. These financial statements do not include any adjustments that may result from the outcome of this uncertainty. Deferred Financing Costs The Company defers costs incurred in obtaining financing and amortizes the costs over the term of the related debt 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. For the three months ended September 30, 2023 and 2022, amortization of deferred financing costs of approximately $2.8 million and $2.3 million, respectively, are included in interest expense on the consolidated statements of operations and comprehensive income (loss). For the nine months ended September 30, 2023 and 2022, amortization of deferred financing costs of approximately $7.8 million and $5.6 million, respectively, are included in interest expense on the consolidated statements of operations and comprehensive income (loss). Loss on Extinguishment of Debt Loss on extinguishment of debt includes prepayment penalties and defeasance costs incurred on the early repayment of debt 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. For the three months ended September 30, 2023 and 2022, the Company incurred $0.2 million and $2.5 million of debt extinguishment costs, respectively, which are included in loss on extinguishment of debt on the consolidated statements of operations and comprehensive income (loss). For the nine months ended September 30, 2023 and 2022, the Company incurred $0.3 million and $3.5 million of debt extinguishment costs, respectively, which are included in loss on extinguishment of debt on the consolidated statements of operations and comprehensive income (loss). |
Fair Value of Derivatives and F
Fair Value of Derivatives and Financial Instruments | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Derivatives and Financial Instruments | Fair Value of Derivatives and Financial Instruments Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy): • Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. • Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates and yield curves that are observable at commonly quoted intervals. • Level 3 inputs are the unobservable inputs for the asset or liability, which are typically based on an entity’s own assumption, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on input from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The Company utilizes independent third parties to perform the allocation of value analysis for each property acquisition and to perform the market valuations on its derivative financial instruments and has established policies, as described above, processes and procedures intended to ensure that the valuation methodologies for investments and derivative financial instruments are fair and consistent as of the measurement date. Derivative Financial Instruments and Hedging Activities The Company manages interest rate risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company has entered into an interest rate cap and interest rate swaps to manage exposures that arise from changes in interest rates. The Company’s derivative financial instruments are used to manage the Company’s risk of increased cash outflows from the floating rate loans that may result from rising interest rates, in particular the reference rate for the loans, which include the 30-day average SOFR, daily SOFR and one-month term SOFR. In order to minimize counterparty credit risk, the Company has entered into and expects to enter in the future into hedging arrangements and intends to only transact 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 value of the interest rate cap is 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 cap. 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 30, 2023 and December 31, 2022 were classified as Level 2 of the fair value hierarchy. The changes in the fair value of derivative financial instruments that are designated as cash flow hedges are recorded in other comprehensive income (loss) and are subsequently reclassified into net income (loss) in the period that the hedged forecasted transaction affects earnings. Amounts reported in other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s floating rate debt. 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. In order to fix a portion of, and mitigate the risk associated with, the Company’s floating rate indebtedness, the Company, through the OP, has entered into 13 interest rate swap transactions with KeyBank and Mizuho with a combined notional amount of $1.2 billion. The interest rate swaps the Company has entered into effectively replace the floating interest rate (daily SOFR or daily SOFR plus 0.1145%, previously one-month LIBOR) with respect to those amounts with a weighted average fixed rate of 2.3994%. The Company has designated these interest rate swaps as cash flow hedges of interest rate risk. As of September 30, 2023, the Company had the following outstanding interest rate swaps that were designated as cash flow hedges of interest rate risk (dollars in thousands): Effective Date Expiration Date Counterparty Index (1) Notional Fixed Rate 7/1/2019 7/1/2024 KeyBank Daily SOFR $ 100,000 1.6290 % 9/1/2019 12/21/2025 KeyBank Daily SOFR 100,000 1.4180 % 9/1/2019 12/21/2025 KeyBank Daily SOFR 50,000 1.4190 % 2/3/2020 2/1/2025 KeyBank Daily SOFR 50,000 1.2790 % 3/2/2020 3/3/2025 KeyBank Daily SOFR 20,000 0.9140 % $ 320,000 1.4309 % (3) Effective Date Expiration Date Counterparty Index (2) Notional Fixed Rate 3/31/2022 11/1/2025 KeyBank Daily SOFR $ 100,000 1.5110 % 3/31/2022 11/1/2025 KeyBank Daily SOFR 100,000 1.9190 % 3/31/2022 11/1/2025 KeyBank Daily SOFR 50,000 2.4410 % 6/1/2022 11/1/2025 Mizuho Daily SOFR 100,000 2.6284 % 6/1/2022 11/1/2025 Mizuho Daily SOFR 100,000 2.9413 % 6/1/2022 11/1/2025 Mizuho Daily SOFR 100,000 2.7900 % 7/1/2022 11/1/2025 Mizuho Daily SOFR 100,000 2.6860 % 4/3/2023 11/1/2025 Mizuho Daily SOFR 250,000 3.5993 % $ 900,000 2.7438 % (3) (1) These interest rate swaps previously referenced one-month LIBOR, which ceased publication on June 30, 2023. Beginning July 1, 2023, these interest rate swaps transitioned to daily SOFR plus 0.1145% for the floating rate. As of September 30, 2023, daily SOFR was 5.3100%. (2) As of September 30, 2023, daily SOFR was 5.3100%. (3) Represents the weighted average fixed rate of the interest rate swaps, which have a combined weighted average fixed rate of 2.3994%. 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. On April 13, 2022, the Company, through the OP, paid a premium of approximately $12.7 million and entered into an interest rate cap transaction with Goldman Sachs Bank USA (“Goldman”) with a notional amount of $300.0 million. The interest rate cap effectively caps one-month term SOFR at 1.50% on $300.0 million of floating rate debt. The interest rate cap expires on November 1, 2025. As of September 30, 2023, the Company had the following outstanding derivatives that were not designated as hedges in qualifying hedging relationships (dollars in thousands): Derivative Notional Hedged Floating Rate Debt Index Index as of September 30, 2023 Strike Rate Interest Rate Cap $ 300,000 JPM Facility One-Month Term SOFR 5.3190 % 1.50 % The table below presents the fair value of the Company’s derivative financial instruments, which are presented on the consolidated balance sheets as of September 30, 2023 and December 31, 2022 (in thousands): Asset Derivatives Liability Derivatives Balance Sheet Location September 30, 2023 December 31, 2022 September 30, 2023 December 31, 2022 Derivatives designated as hedging instruments: Interest rate swaps Interest rate derivatives, at fair value $ 55,540 $ 49,244 $ — $ — Derivatives not designated as hedging instruments: Interest rate caps Interest rate derivatives, at fair value 20,154 21,569 — — Total $ 75,694 $ 70,813 $ — $ — The table below presents the effect of the Company’s derivative financial instruments on the consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2023 and 2022 (in thousands): For the Three Months Ended For the Nine Months Ended Location of gain/(loss) recognized on Statement of Operations and Comprehensive Income/(Loss) September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Derivatives designated as hedging instruments: Interest rate swaps Unrealized gain on interest rate hedges $ 163 $ 29,356 $ 6,297 $ 54,866 Derivatives not designated as hedging instruments: Interest rate caps Interest expense (639) 7,694 (1,386) 9,765 Total $ (476) $ 37,050 $ 4,911 $ 64,631 Financial assets and liabilities for which the carrying values approximate their fair values include cash, restricted cash, accounts receivable, accounts payable, and security deposits. Generally, these assets and liabilities are short‑term in duration and are recorded at fair value on the consolidated balance sheets. For the Company’s outstanding debt, in calculating the fair value of its indebtedness, the Company used interest rate and spread assumptions that reflect current credit worthiness and market conditions available for the issuance of debt with similar terms and remaining maturities. The table below presents the carrying value (outstanding principal balance) and estimated fair value of our debt at September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, 2022 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Debt $ 2,498,077 $ 2,405,126 $ 2,615,970 $ 2,515,475 The following table sets forth a summary of the Company’s held for sale assets and real estate assets that underwent a casualty related impairment that were accounted for at fair value on a nonrecurring basis as of their respective measurement date (in thousands): Fair Value Hierarchy Level Description Fair Value Level 1 Level 2 Level 3 Assets held at September 30, 2023 Real estate assets - impaired at March 31, 2023 $ 1,949 $ — $ — $ 1,949 Real estate assets - impaired at June 30, 2023 $ 49,041 $ — $ — $ 49,041 (1) Real estate assets - impaired at September 30, 2023 $ 105,443 $ — $ — $ 105,443 (1) Real estate assets impaired at June 30, 2023 include $38.1 million of assets impaired related to a casualty event in the Portales market which are included in operating real estate. Total casualty impairment for these properties was $7.5 million, partially offset by $7.4 million of insurance recoveries, which are recorded in loss on sales and impairment of real estate for the nine months ended September 30, 2023. Real estate held for sale is reported at the lower of its carrying amount or its estimated fair value, which includes estimated selling price less estimated costs to sell. Real estate assets that experience casualty impairments are reported at their carrying amount less any losses incurred due to infrequent and unusual events such as a natural disaster or a fire. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders ’ Equity The Company issued shares under the Company’s distribution reinvestment program (the “DRIP”) during the nine months ended September 30, 2023 and September 30, 2022 and issued Shares under the Private Offering during the nine months ended September 30, 2022. Shares issued under the DRIP are issued at a 3% discount to the then-current NAV per share and the Company does not receive any cash for DRIP issuances as those dividends are instead reinvested into the Company. During the nine months ended September 30, 2023 and 2022, the Company issued approximately 221,698 Shares and 4,064,923 Shares, respectively, for equity contributions of approximately $12.5 million and $220.1 million, respectively, under the DRIP and the Private Offering. 2018 Long-Term Incentive Plan The Company adopted the 2018 LTIP whereby the Board, or a committee thereof, granted RSUs or PI Units to certain employees of the Adviser and the Manager, or others at the discretion of the Board (including the directors and officers of the Company or other service providers of the Company or the OP). The 2018 LTIP provided for the 2018 LTIP Share Reserve and the 2018 LTIP Share Maximum for issuance of RSUs or PI Units. Grants could be made annually by the Board or more or less frequently in the Board’s sole discretion. Vesting of grants made under the 2018 LTIP occur ratably over a period of time as determined by the Board and may include the achievement of performance metrics also as determined by the Board in its sole discretion. 2023 Long-Term Incentive Plan On July 11, 2023, the Company’s stockholders approved the 2023 LTIP whereby the compensation committee may grant awards of option rights, stock appreciation rights, restricted stock, RSUs, performance shares, performance share units or cash incentive awards, or PI Units to directors and officers of the Company or other service providers of the Company and the OP. Under the terms of the 2023 LTIP, 1,000,000 Shares were initially reserved, subject to automatic increase on January 1st of each year beginning with January 1, 2024 by a number equal to 10% of the total number of OP Units and vested PI Units outstanding on December 31st of the preceding year, provided that the Board may act prior to each such January 1st to determine that there will be no increase for such year or that the increase will be less than the number of shares by which the Share Reserve would otherwise increase. Vesting of grants made under the 2023 LTIP will occur over a period of time as determined by the compensation committee and may include the achievement of performance metrics, also as determined by the compensation committee in its sole discretion. RSU Grants Under the 2018 LTIP On December 10, 2019, a total of 73,700 RSUs were granted to certain employees of the Adviser and officers of the Company. On May 11, 2020, a total of 179,858 RSUs were granted to certain employees of the Adviser, officers of the Company and independent Board members. On February 15, 2021, a total of 191,506 RSUs were granted to certain employees of the Adviser, officers of the Company and independent Board members. On February 17, 2022, a total of 185,111 RSUs were granted to certain employees of the Adviser, officers of the Company and independent Board members. On April 11, 2023, a total of 186,770 RSUs were granted to certain employees of the Adviser, officers of the Company and independent Board members. The RSUs granted to certain employees of the Adviser and officers of the Company on December 10, 2019 vest over a four-year period. The RSUs granted to certain employees of the Adviser and officers of the Company on April 11, 2023, February 17, 2022, February 15, 2021 and May 11, 2020 vest 50% ratably over four years and 50% at the successful completion of an initial public offering. The RSUs granted to independent Board members fully vest on the first anniversary of the grant date. Any unvested RSU is forfeited, except in limited circumstances, as determined by the compensation committee of the Board, when the recipient is no longer employed by the Adviser. RSUs are valued at fair value (which is the NAV per share in effect) on the date of grant, with compensation expense recorded in accordance with the applicable vesting schedule that approximates a straight-line basis. Beginning on the date of grant, RSUs accrue dividends that are payable in cash on the vesting date. Once vested, the RSUs convert on a one-for-one basis into Shares. As of September 30, 2023, the number of RSUs granted that are outstanding was as follows (dollars in thousands): Dates Number of RSUs Value (1) Outstanding December 31, 2022 488,326 $ 19,943 Granted 186,770 11,774 Vested (74,138) (2) (3,122) Forfeited — — Outstanding September 30, 2023 600,958 $ 28,595 (1) Value is based on the number of RSUs granted multiplied by the most recent NAV per share on the date of grant, which was $63.04 for the April 11, 2023 grant, $54.14 for the February 17, 2022 grant, $36.56 for the February 15, 2021 grant, $30.82 for the May 11, 2020 grant, and $29.85 for the December 10, 2019 grant. (2) Certain grantees elected to net the taxes owed upon vesting against the Shares issued resulting in 60,177 Shares being issued as shown on the consolidated statements of stockholders’ equity. The vesting schedule for the outstanding RSUs as of September 30, 2023 is as follows: Vest Date RSUs Vesting December 10, 2023 18,426 February 15, 2024 22,591 February 17, 2024 22,019 April 11, 2024 30,286 May 11, 2024 21,217 February 14, 2025 22,591 February 17, 2025 22,019 April 11, 2025 22,355 February 17, 2026 22,019 April 11, 2026 22,355 April 11, 2027 22,355 Upon successful completion of IPO 352,726 600,958 For the three months ended September 30, 2023 and 2022, the Company recognized approximately $1.3 million and $0.9 million, respectively, of non-cash compensation expense related to the RSUs, which is included in general and administrative expenses on the consolidated statements of operations and comprehensive income (loss). For the nine months ended September 30, 2023 and 2022, the Company recognized approximately $3.4 million and $2.6 million, respectively, of non-cash compensation expense related to the RSUs, which is included in general and administrative expenses on the consolidated statements of operations and comprehensive income (loss). Performance Share Grants Under the 2023 LTIP In connection with the Internalization of the Manager and under the 2023 LTIP, on August 3, 2023, performance shares were granted to executives of the Manager with a target of 63,451.76 performance shares. Vesting of the performance shares is based on the achievement of annual Portfolio growth, annual growth of rehabilitations of properties in the Portfolio, net operating income growth over the next three years and core funds from operations per share growth over the next three years, the achievement of which may increase or decrease the number of shares which the grantee earns and therefore receives upon vesting. If the performance metrics are achieved, the performance shares based on the achievement of annual Portfolio growth and annual growth of rehabilitations of properties in the Portfolio vest 25% ratably over four years and the performance shares based on the achievement of net operating income growth over the next three years and core funds from operations per share growth over the next three years vest 50% ratably over two years. Any unvested performance share granted to an employee of the Manager is forfeited, except in limited circumstances, as determined by the compensation committee of the Board, when the recipient is no longer employed by the Manager. Beginning on the date of grant, performance shares accrue dividends that are payable in cash on the vesting date. Once vested, the performance shares convert on a one-for-one basis into Shares. Series B Preferred Stock On July 31, 2023, the Company issued 2,458,240 shares of 9.50% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock” and, together with the Series A Preferred Stock, the “Preferred Shares”), of the Company in a private offering for gross proceeds of approximately $63.7 million (the “Series B Preferred Offering”). An aggregate of approximately $2.9 million in selling commissions and fees were paid in connection therewith. Ohio State Life Insurance Company, an affiliate of the Adviser, purchased shares of Series B Preferred Stock in the Series B Preferred Offering. A majority of net proceeds were used to partially pay down the Warehouse Facility and Bridge Facility III and fund a $20.0 million reserve with KeyBank pursuant to the Consent and Sixth Amendment. |
Noncontrolling Interests
Noncontrolling Interests | 9 Months Ended |
Sep. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | Noncontrolling Interests Redeemable Noncontrolling Interests in the OP Other than PI Units, 6.50% Series A Cumulative Redeemable Preferred Units of the OP (the "Series A OP Units”) and 9.50% Series B Cumulative Redeemable Preferred Units of the OP (the "Series B OP Units" and, together with the Series A OP Units, the "OP Units"), partnership interests in the OP are represented by OP Units. Net income (loss) is allocated pro rata to holders of OP Units and PI Units based upon net income (loss) attributable to the OP and the respective members’ OP Units and PI Units held during the period. Capital contributions, distributions, and profits and losses are allocated to PI Units and OP Units not held by the Company (the “noncontrolling interests”). The following table presents the redeemable noncontrolling interests in the OP (in thousands): Balances Redeemable noncontrolling interests in the OP, December 31, 2022 $ 240,647 Net loss attributable to redeemable noncontrolling interests in the OP (32,059) Contributions by redeemable noncontrolling interests in the OP 23,284 Distributions to redeemable noncontrolling interests in the OP (4,770) Redemptions by redeemable noncontrolling interests in the OP — Equity-based compensation 4,896 Other comprehensive income attributable to redeemable noncontrolling interests in the OP 943 Adjustment to reflect redemption value of redeemable noncontrolling interests in the OP 21,746 Redeemable noncontrolling interests in the OP, September 30, 2023 $ 254,687 As of September 30, 2023, the Company held 20,387,840 Class A OP Units, NREO held 2,738,854 Class B OP Units, NRESF held 91,395 Class C OP Units, GAF REIT held 144,231 Class C OP Units and the VineBrook Contributors and other Company employees and insiders held 1,254,089 Class C OP Units. As of September 30, 2023, the Company held all outstanding OP Units. The OP LPA generally provides that the newly created Class A OP Units and Class B OP Units each have 50.0% of the voting power of the OP Units, including with respect to the election of directors to and removal of directors from the board of directors of the OP (the "Partnership Board"), and that the Class C OP Units have no voting power. The original reclassification of the OP Units on September 7, 2021, did not have a material effect on the economic interests of the holders of OP Units. In connection with the subdivision and reclassification of outstanding common partnership units on September 7, 2021, the OP Units held by the Company were reclassified into Class A OP Units, the OP Units held by NREO were reclassified into Class B OP Units and the remaining OP Units were reclassified into Class C OP Units. In addition, the OP LPA provides that holders of PI Units will receive Class C OP Units upon conversion of vested PI Units into OP Units. The Partnership Board of the OP has exclusive authority to select, remove and replace the general partner of the OP and no other authority. The Partnership Board may replace the general partner of the OP at any time. Pursuant to the terms of the OP LPA, the Company appointed Brian Mitts as the sole initial director of the Partnership Board. The number of directors on the Partnership Board is initially one but may be increased by following the affirmative vote or consent of the majority of the voting power of the OP Units (the “Requisite Approval”). The election of directors to and removal of directors from the Partnership Board also requires the Requisite Approval. PI Unit Grants Under the 2018 LTIP In connection with the 2018 LTIP, PI Units have been issued to key personnel, senior management and executives of the Manager. On April 19, 2019, a total of 40,000 PI Units were granted; on November 21, 2019, a total of 80,399 PI Units were granted; on May 11, 2020, a total of 219,826 PI Units were granted; on November 30, 2020, a total of 11,764 PI Units were granted; on May 31, 2021, a total of 246,169 PI Units were granted; on August 10, 2022, a total of 27,849 PI Units were granted; and on February 22, 2023, a total of 79,304 PI Units were granted. The PI Units are a special class of partnership interests in the OP with certain restrictions, which are convertible into Class C OP Units, subject to satisfying vesting and other conditions. PI Unit holders are entitled to receive the same distributions as holders of our OP Units (only if we declare and pay such distributions). The PI Units granted in 2019 generally fully vest over a period of two PI Unit Grants Under the 2023 LTIP In connection with the Internalization of the Manager and under the 2023 LTIP, PI Units have been issued to executives of the Manager. On August 3, 2023, a total of 475,888 PI Units were granted. The PI Units are a special class of partnership interests in the OP with certain restrictions, which are convertible into Class C OP Units, subject to satisfying vesting and other conditions. PI Unit holders are entitled to receive the same distributions as holders of our OP Units (only if we declare and pay such distributions). The PI Units granted on August 3, 2023 vest 100% on February 28, 2026. Once vested and converted into Class C OP Units in accordance with the OP LPA, the PI Units will then be fully recognized as Class C OP Units, which are subject to a one year lock up period before they can be converted to Shares. Any unvested PI Unit granted to an employee of the Manager is forfeited, except in limited circumstances, as determined by the compensation committee of the Board, when the recipient is no longer employed by the Manager. PI Units are valued at fair value on the date of grant, with compensation expense recorded in accordance with the applicable vesting schedule over the periods in which the restrictions lapse, that approximates a straight-line basis. We valued the PI Units at a per-unit value equivalent to the per-share offering price of our OP Units less a discount for lack of marketability and other discounts estimated by a third-party consultant. Beginning on the date of grant, PI Units accrue dividends that are payable in cash quarterly (if we declare and pay distributions to holders of our OP Units). As of September 30, 2023, the number of PI Units granted that are outstanding and unvested was as follows (dollars in thousands): Dates Number of PI Units Value (1) Outstanding December 31, 2022 430,102 $ 16,286 Granted 555,192 34,328 Vested (63,196) (2,328) Forfeited (1,269) (80) Outstanding September 30, 2023 920,829 $ 48,206 (1) Value is based on the number of PI Units granted multiplied by the estimated per unit fair value on the date of grant, which was $27.88 for the April 19, 2019 grant, $29.12 for the November 21, 2019 grant, $30.16 for the May 11, 2020 grant, $33.45 for the November 30, 2020 grant, $38.29 for the May 31, 2021 grant, $61.74 for the August 10, 2022 grant, $63.04 for the February 22, 2023 grant and $61.63 for August 3, 2023 the grant. The vesting schedule for the PI Units is as follows: Vest Date PI Units Vesting November 1, 2023 7,200 November 21, 2023 18,425 November 30, 2023 1,470 February 22, 2024 15,544 March 30, 2024 29,831 April 25, 2024 5,171 May 11, 2024 27,478 May 27, 2024 398 November 30, 2024 1,470 February 22, 2025 15,544 March 30, 2025 29,831 April 25, 2025 5,171 May 27, 2025 398 February 22, 2026 15,544 February 28, 2026 475,888 April 25, 2026 5,171 May 27, 2026 398 February 22, 2027 15,544 April 25, 2027 5,171 May 27, 2027 398 February 22, 2028 15,544 Upon successful completion of IPO or change in control* 229,241 920,829 *Upon successful completion of an IPO, or an earlier change in control with respect to awards held by certain executives of the Manager, an additional 229,241 PI Units will vest immediately instead of vesting ratably according to the schedule above on each of November 30, 2023 and November 30, 2024. For the three months ended September 30, 2023 and 2022, the OP recognized approximately $3.0 million and $0.7 million, respectively, of non-cash compensation expense related to the PI Units, which is included in general and administrative expenses on the Company’s consolidated statements of operations and comprehensive income (loss). For the nine months ended September 30, 2023 and 2022, the OP recognized approximately $4.9 million and $2.1 million, respectively, of non-cash compensation expense related to the PI Units, which is included in general and administrative expenses on the Company’s consolidated statements of operations and comprehensive income (loss). The table below presents the consolidated Shares and OP Units outstanding held by the noncontrolling interests (“NCI”), as the OP Units held by the Company are eliminated in consolidation: Period End Shares Outstanding OP Units Held by NCI Consolidated Shares and NCI OP Units Outstanding March 31, 2023 24,769,760 3,854,925 28,624,685 June 30, 2023 24,894,319 3,883,039 28,777,358 September 30, 2023 24,891,529 4,228,569 29,120,098 Redeemable Noncontrolling Interests in Consolidated VIEs Partnership interests in the SFR OP are represented by SFR OP Units. Net income (loss) is allocated pro rata to holders of SFR OP Units and is based upon net income (loss) attributable to the SFR OP and the respective members’ SFR OP Units held during the period. Capital contributions, distributions, and profits and losses are allocated to SFR OP Units not held by the Company (the “redeemable noncontrolling interests in consolidated VIEs”). As of September 30, 2023, approximately 4,607,192 SFR OP Units were held by affiliates of the Company. The following table presents the redeemable noncontrolling interests in consolidated VIEs (in thousands): Balances Redeemable noncontrolling interests in consolidated VIEs, December 31, 2022 $ 112,972 Net loss attributable to redeemable noncontrolling interests in consolidated VIEs (11,691) Contributions by redeemable noncontrolling interests in consolidated VIEs 1,949 Distributions to redeemable noncontrolling interests in consolidated VIEs (2,550) Adjustment to reflect redemption value of redeemable noncontrolling interests in consolidated VIEs 4,733 Redeemable noncontrolling interests in consolidated VIEs, September 30, 2023 $ 105,413 Noncontrolling Interests in Consolidated VIEs NexPoint Homes has issued NexPoint Homes Class A Shares and NexPoint Homes Class I common stock, par value $0.01 (the “NexPoint Homes Class I Shares,” collectively with NexPoint Homes Class A Shares, the “NexPoint Homes Shares”). Interests in NexPoint Homes are represented by NexPoint Homes Shares. Both classes of NexPoint Homes Shares have the same rights and value. Capital contributions, distributions, and profits and losses are allocated to NexPoint Homes Shares not held by the Company (the “noncontrolling interests in consolidated VIEs”). The following table presents the noncontrolling interests in consolidated VIEs (in thousands): Balances Noncontrolling interests in consolidated VIEs, December 31, 2022 $ 6,906 Net loss attributable to noncontrolling interests in consolidated VIEs (1,566) Contributions by noncontrolling interests in consolidated VIEs 7,771 Distributions to noncontrolling interests in consolidated VIEs (321) Redemptions by noncontrolling interests in consolidated VIEs (4) Noncontrolling interests in consolidated VIEs, September 30, 2023 $ 12,786 |
Redeemable Series A Preferred S
Redeemable Series A Preferred Stock | 9 Months Ended |
Sep. 30, 2023 | |
Dividends, Preferred Stock [Abstract] | |
Redeemable Series A Preferred Stock | Redeemable Series A Preferred Stock The Company has issued 5,000,000 Series A Preferred Stock as of September 30, 2023. The Series A Preferred Stock have a redemption value of $25.00 per share and are mandatorily redeemable on October 7, 2027, subject to certain extensions. The following table presents the redeemable Series A Preferred Stock (dollars in thousands): Series A Preferred Stock Balances Redeemable Series A Preferred Stock, December 31, 2022 5,000,000 $ 121,662 Issuance of Redeemable Series A Preferred Stock — — Issuance costs related to Redeemable Series A Preferred Stock — (140) Net income attributable to Redeemable Series A preferred stockholders — 6,094 Dividends declared to Redeemable Series A preferred stockholders — (6,094) Accretion to redemption value — 527 Redeemable Series A Preferred Stock, September 30, 2023 5,000,000 $ 122,049 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company has made the election and intends to be taxed as a REIT under Sections 856 through 860 of the Code and expects to continue to qualify as a REIT. NexPoint Homes has made the election and intends to be taxed as a REIT under Sections 856 through 860 of 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 in order for its distributed earnings to not be subject to corporate income tax. Additionally, the Company will be subject to a 4% nondeductible excise tax on the amount, if any, 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 three or nine months ended September 30, 2023 or 2022. If the Company fails to meet these requirements, it could be subject to U.S. 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 30, 2023, the Company believes it is in compliance with all applicable REIT requirements. The Company is still subject to state and local income taxes and to federal income and excise tax on its undistributed income, however those taxes are not material to the financial statements. 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 tax years subject to examination are 2022, 2021 and 2020. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Advisory Fee Pursuant to the Advisory Agreement, the Company will pay the Adviser, on a monthly basis in arrears, an advisory fee at an annualized rate of 0.75% of the gross asset value of the Company on a consolidated basis (excluding the value of the OP’s assets but inclusive of the Company’s pro rata share of the debt held at the OP and its SPEs). The Adviser will manage the Company’s business including, among other duties, advising the Board to issue distributions, preparing our quarterly and annual consolidated financial statements prepared under GAAP, development and maintenance of internal accounting controls, management and conduct of maintaining our REIT status, calculation of our NAV and recommending the appropriate NAV to be set by the Board, reporting to holders of Shares, our tax filings, and other responsibilities customary for an external advisor to a business similar to ours. With certain specified exceptions, the advisory fee together with reimbursement of operating and offering expenses may not exceed 1.5% of average total assets of the Company and the OP, as determined in accordance with GAAP on a consolidated basis, at the end of each month (or partial month) (i) for which any advisory fee is calculated or (ii) during the year for which any expense reimbursement is calculated. For the three months ended September 30, 2023 and 2022, the Company incurred advisory fees of approximately $5.6 million and $4.3 million, respectively, which are included in advisory fees on the consolidated statements of operations and comprehensive income (loss). For the nine months ended September 30, 2023 and 2022, the Company incurred advisory fees of approximately $16.3 million and $11.2 million, respectively, which are included in advisory fees on the consolidated statements of operations and comprehensive income (loss). As of September 30, 2023, the Company has $15.2 million of accrued advisory fees payable, which are included in accounts payable and other accrued liabilities on the consolidated balance sheets. Management Fee Prior to the Internalization, the equity holders of the Manager were holders of noncontrolling interests in the OP and comprised a portion of the VineBrook Contributors. Through this noncontrolling ownership, the Manager was deemed to be a related party prior to the Internalization on August 3, 2023. Prior to the Internalization, pursuant to the Management Agreements, the OP paid the Manager (i) an acquisition fee equal to 1.0% of the purchase price paid for any new property acquired during the month, (ii) a construction fee monthly in arrears that shall not exceed the greater of 10% of construction costs or $1,000, whichever is higher, in connection with the repair, renovation, improvement or development of any newly acquired property, and (iii) a property management fee monthly in arrears equal to a percentage of collected rental revenues for all properties during the month as follows: • 8.0% of collected rental revenue up to and including $45 million on an annualized basis; • 7.0% of the incremental collected rental revenue above $45 million but below and including $65 million on an annualized basis; • 6.0% of the incremental collected rental revenue above $65 million but below and including $85 million on an annualized basis; and • 5.0% of the incremental collected rental revenue above $85 million on an annualized basis. Under the Management Agreements and the Side Letter, the aggregate fees that the Manager could earn in any fiscal year were capped such that the Manager’s EBITDA (as defined in the Management Agreements) derived from these fees could not exceed the greater of $1.0 million or 0.5% of the combined equity value of the Company and the OP on a consolidated basis, calculated on the first day of each fiscal year based on the aggregate NAV of the outstanding Shares and OP Units held other than by the Company on the last business day of the prior fiscal year (the “Manager Cap”). The aggregate fees up to the Manager Cap were payable (1) in cash in an amount equal to the tax obligations of the Manager’s equity holders resulting from the aggregate management fees earned in such fiscal year up to a maximum rate of 25% (the “Manager Cash Cap”) and (2) with respect to the remaining portion of the aggregate fees, in Class C OP Units, at a price per OP Unit equal to the Cash Amount (as defined in the OP LPA). The aggregate fees paid in cash that exceeded the Manager Cash Cap were rebated back to the OP. No Manager Cash Cap rebate was recorded for the three and nine months ended September 30, 2023. For the three and nine months ended September 30, 2022, $0.4 million was recorded as a Manager Cap rebate as a reduction to property management fees on the consolidated statements of operations. Prior to and following the Internalization, the Manager is responsible for the day-to-day management of the properties, acquisition of new properties, disposition of existing properties (with acquisition and disposition decisions made under the approval of the investment committee and the Board), leasing the properties, managing resident issues and requests, collecting rents, paying operating expenses, managing maintenance issues, accounting for each property using GAAP, and other responsibilities customary for the management of SFR properties. On August 3, 2023, we completed the Internalization of our Manager following which the VineBrook Portfolio is internally managed. See Note 16 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—The Internalization” for additional information on the Internalization. Property management fees are included in property management fees on the consolidated statements of operations and comprehensive income (loss) and acquisition and construction fees are capitalized into each home and are included in buildings and improvements on the consolidated balance sheet and are depreciated over the useful life of each property. Following the Internalization, property management fees are eliminated in consolidation of the Manager’s operations for the VineBrook reportable segment. Additionally, following the Internalization, acquisition fees and construction fees are no longer applicable for the VineBrook reportable segment. As of the date of the Internalization, approximately $2.1 million was due to the Manager, net of receivables due from the Manager, which was settled as an intercompany transaction following the consolidation of the Manager on August 3, 2023. As of December 31, 2022, approximately $3.1 million was due to the Manager, net of receivables due from the Manager, which is included in due to Manager on the consolidated balance sheet as of December 31, 2022. The following table is a summary of fees that the OP incurred to the Manager and its affiliates, as well as reimbursements paid to the Manager and its affiliates for various operating expenses the Manager paid on the OP’s behalf, under the terms of Management Agreements and Side Letter, for the three and nine months ended September 30, 2023 and 2022 (dollars in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, Location on Financial Statements 2023 (1) 2022 2023 (1) 2022 Fees Incurred Property management fees Statement of Operations $ 1,182 $ 3,249 $ 10,326 $ 9,691 Acquisition fees Balance Sheet — 3,650 4 9,705 Construction supervision fees Balance Sheet 311 4,562 7,590 12,182 Reimbursements Payroll and benefits Balance Sheet and Statement of Operations 2,908 6,997 23,339 19,465 Other reimbursements Balance Sheet and Statement of Operations 210 515 1,600 1,282 Totals $ 4,611 $ 18,973 $ 42,859 $ 52,325 (1) Following the Internalization of the Manager on August 3, 2023, the Manager became a consolidated entity and as such activity following that date is excluded from the table above. Internalization of the Adviser The Company may acquire all of the outstanding equity interests of the Adviser (an “Adviser Internalization”) under certain provisions (a “Purchase Provision”) of the Advisory Agreement to effect an Adviser Internalization upon the payment of a certain fee (an “Internalization Fee”). If the Company determines to acquire the equity interests of the Adviser, the applicable Purchase Provision of the Advisory Agreement provides that the Adviser must first agree to such acquisition and that the Company will pay the Adviser an Internalization Fee equal to three times the total of the prior 12 months’ advisory fee, payable only in capital stock of the Company. Internalization of the Manager On June 28, 2022, the OP notified the Manager that it elected to exercise its purchase provision of the Manager under the Side Letter. On August 3, 2023, the OP, VineBrook Management, LLC, VineBrook Development Corporation, VineBrook Homes Property Management Company, Inc., VineBrook Homes Realty Company, Inc., VineBrook Homes Services Company, Inc. and certain individuals set forth therein (each a “Contributor” and collectively, the “Contributors”) and Dana Sprong, solely in his capacity as the representative of the Contributors (the “Contributors Representative”) entered into a Contribution Agreement pursuant to which, among other things, the OP acquired all of the outstanding equity interests in the Manager (the “Internalization”). As a result of the Internalization, the Manager became a wholly owned subsidiary of the OP and the VineBrook Portfolio is now internally managed. See Note 16 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—The Internalization” for additional information on the Internalization. Series B Preferred Offering Ohio State Life Insurance Company, an affiliate of the Company's Adviser, purchased shares of Series B Preferred Stock in the Series B Preferred Offering (See Note 9). Termination Fees Payable to the Adviser If the Advisory Agreement is terminated without cause by the Company or the SPE, as applicable, or is otherwise terminated under certain conditions, the Adviser will be entitled to a termination fee (a “Termination Fee”) in the amount of three times the prior 12 months’ advisory fee, in the case of a termination of the Advisory Agreement. In addition to termination by the Company without cause, the Adviser will be entitled to the Termination Fee if the Adviser terminates the Advisory Agreement without cause or terminates the agreement due to the occurrence of certain specified breaches of the Advisory Agreement by the Company. The Advisory Agreement may be terminated without cause by the Company or the Adviser with 180 days’ notice prior to the expiration of the then-current term. Advance Acquisition and Construction Fee Advances Paid to the Manager Pursuant to the Side Letter, the Manager could request from the OP from time-to-time an advance on acquisition and construction fees (the “Fee Advances”) to fund the performance of its obligations under the Management Agreements. Each Fee Advance would be repaid from future acquisition and construction fees earned by and owed to the Manager. Fee Advances are included in either the line item due from Manager on the consolidated balance sheets, or net of the line item due to Manager when applicable. The Side Letter was terminated in connection with the Internalization. As of the date of the Internalization and December 31, 2022, the Company recorded no receivable for Fee Advances. Backstop Loans to the Manager Pursuant to the Side Letter, in the event the Manager did not have sufficient cash flow from operations to meet its budgeted obligations under the Management Agreements, the Manager could from time to time request from the Company a temporary loan (the “Backstop Loan”) to satisfy the shortfall. Backstop Loans were interest free, could be prepaid at any time and could not exceed a principal amount that is in the aggregate equal to the lesser of the fee paid in connection with the Internalization (the "Internalization Fee") or a termination fee if the applicable Management Agreement is terminated without cause (the "Termination Fee") under the applicable Management Agreement. Unless otherwise repaid, each Backstop Loan was payable upon termination of the applicable Management Agreement. As of the date of the Internalization, the balance of the Backstop Loan was $0.7 million, which was settled upon the completion of the Internalization. As of December 31, 2022, the balance of the Backstop Loan due from the Manager was approximately $0.7 million, which is included as a reduction in payables in the line item due to Manager on the consolidated balance sheets. The Side Letter was terminated in connection with the Internalization. Dealer Manager Fees Investors may be charged a dealer manager fee of between 0.50% and 3.00% of gross investor equity by the Dealer Manager for sales of Shares pursuant to the Private Offering, subject to certain breakpoints and various terms of the Dealer Manager Agreements. At the sole discretion of the Dealer Manager, the dealer manager fee may be partially or fully waived. The dealer manager fee is paid to an affiliate of the Adviser. Organization and Private Offering Expenses Offering and organizational expenses (“O&O Expenses”) may be incurred in connection with sales in the Private Offering at the discretion of the Company and are borne by investors through a fee of up to 0.50% of gross investor equity for sales through Raymond James and up to 1.00% of gross investor equity for other sales. O&O Expenses are intended to reimburse the Company, Adviser and Placement Agents for the costs of maintaining the Private Offering and selling costs incurred in raising equity under the Private Offering. Payments for bona fide expenses and reimbursements are O&O Expenses which are recorded as a reduction to equity. NexBank The Company and the OP maintain bank accounts with an affiliate of the Adviser, NexBank N.A. (“NexBank”). NexBank charges no recurring maintenance fees on the accounts. As of September 30, 2023, in the VineBrook reportable segment, the Company and OP had less than $0.1 million and $0.5 million, respectively, in cash at NexBank. As of September 30, 2023, in the NexPoint Homes reportable segment, NexPoint Homes and the SFR OP had $0.5 million and less than $0.1 million, respectively, in cash at NexBank. NexPoint Homes Transactions In connection with the Company’s consolidated investment in NexPoint Homes, the Company consolidated non-controlling interests in NexPoint Homes that were contributed by affiliates of the Adviser. As of September 30, 2023, these affiliates had contributed approximately $115.0 million of equity to NexPoint Homes. Additionally, the Company consolidated five SFR OP convertible notes that are loans from affiliates of the Adviser to the SFR OP that bear interest at 7.50% and mature on June 30, 2027 (the “SFR OP Convertible Notes”). As of September 30, 2023, the total principal outstanding on the SFR OP Convertible Notes was approximately $102.6 million (excluding amounts owed to NexPoint Homes by the SFR OP, as these are eliminated in consolidation) which is included in notes payable on the consolidated balance sheets. For the nine months ended September 30, 2023, the SFR OP recorded approximately $5.6 million of interest expense related to the SFR OP Convertible Notes. As of September 30, 2023, all interest expense related to the SFR OP Convertible Notes remained accrued within accrued interest payable on the consolidated balance sheets. The Company consolidated an approximately $4.8 million loan from the SFR OP to the NexPoint Homes Manager (defined below) (the “HomeSource Note”). The HomeSource Note bears interest at daily SOFR plus 2.00% and matures on February 1, 2027. In connection with the HomeSource Note, the SFR OP received a 9.99% non-voting interest in the HomeSource Operations LLC (the “HomeSource Investment”). The HomeSource Note and the HomeSource Investment are included in prepaid and other assets on the consolidated balance sheet, in addition to approximately $1.4 million of amounts due from HomeSource for interest on the HomeSource Note and routine funding. On June 8, 2022, NexPoint Homes entered into an advisory agreement (the “NexPoint Homes Advisory Agreement”) with NexPoint Real Estate Advisors XI, LP (the “NexPoint Homes Adviser”), an affiliate of the Adviser. Under the terms of the NexPoint Homes Advisory Agreement, the NexPoint Homes Adviser manages the day-to-day affairs of NexPoint Homes for a fee equal to 0.75% of the consolidated enterprise value of NexPoint Homes. Additionally, the NexPoint Homes Adviser charges a fee equal to 0.25% of each transaction in connection with the procurement of debt of equity capital for NexPoint Homes. For the three and nine months ended September 30, 2023, NexPoint Homes incurred advisory fees of approximately $0.9 million and $1.8 million, respectively, in connection with the NexPoint Homes Advisory Agreement, which is included in advisory fees on the consolidated statements of operations and comprehensive income (loss). The NexPoint Homes Adviser waived approximately $0 million and $0.9 million of fees during the three months and nine months ended September 30, 2023, respectively. As of September 30, 2023, NexPoint Homes has $1.8 million of accrued advisory fees payable, which are included in accounts payable and other accrued liabilities on the consolidated balance sheets. The NexPoint Homes portfolio is generally managed by HomeSource Operations, LLC, a Delaware limited liability company (the “NexPoint Homes Manager”), pursuant to the terms of management agreements, dated June 8, 2022 and March 30, 2023 (the “NexPoint Homes Management Agreements”), among the NexPoint Homes Manager and the SFR OP. The NexPoint Homes Manager is responsible for the day-to-day management of the NexPoint Homes portfolio, paying operating expenses, managing maintenance issues, accounting for each property using GAAP, overseeing third-party property managers and other responsibilities customary for the management of SFR properties. The NexPoint Homes Manager is entitled to an acquisition fee, a construction fee, an asset management fee and a property management fee. The acquisition fee is paid at closing of homes, the construction fee and asset management fee are paid monthly in arrears and the property management fee is paid in the month in which the fee is earned. Approximately $0.6 million and $1.6 million in fees were earned by the NexPoint Homes Manager in connection with the NexPoint Homes Management Agreement during the three and nine months ended September 30, 2023, respectively. Related to the fees earned by the NexPoint Homes Manager, approximately $0.4 million and $0.7 million were expensed for the three and nine months ended September 30, 2023, respectively, and $0.2 million and $0.9 million were capitalized to the property basis based on the nature of the fee for the three and nine months ended September 30, 2023, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments In the normal course of business, the Company enters into various construction related purchase commitments with parties that provide these goods and services. In the event the Company were to terminate construction services prior to the completion of projects, the Company could potentially be committed to satisfy outstanding or uncompleted purchase orders with such parties. As of September 30, 2023, management does not anticipate any material deviations from schedule or budget related to rehabilitation projects currently in process. Contingencies In the normal course of business, the Company is subject to claims, lawsuits, and legal proceedings. While it is not possible to ascertain the ultimate outcome of all such matters, management believes that the aggregate amount of such liabilities, if any, in excess of amounts provided or covered by insurance, will not have a material adverse effect on the consolidated balance sheets or consolidated statements of operations and comprehensive income (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. Whelan Advisory Capital Markets, LLC and Whelan Advisory, LLC (collectively, “Whelan”) entered into an agreement with HomeSource Operations, LLC (“HomeSource”) in which HomeSource agreed to compensate Whelan a percentage of capital invested, contributed, committed or otherwise made available to HomeSource (the “Letter Agreement”). Whelan alleges that it is entitled to compensation as a result of the formation of NexPoint Homes, which Whelan characterizes as “an SFR initiative to be managed by HomeSource.” On October 12, 2022, NexPoint Real Estate Advisors, L.P. (“NREA”), an affiliate of the Adviser, received notice that Whelan had filed an arbitration proceeding against HomeSource and NREA. The statement of claim alleged that Whelan is entitled to recover fees of not less than $13 million from HomeSource under the Letter Agreement and claims that NREA is liable for the full extent of Whelan’s damages based upon a theory of tortious interference with Whelan’s rights under the Letter Agreement. The arbitration panel notified NREA that it was not subject to the arbitration provision contained in the Letter Agreement, and NREA declined to voluntarily submit to the jurisdiction of the arbitration panel. On September 8, 2023, Whelan commenced a separate lawsuit against NREA seeking to collect the same fees Whelan seeks to collect from HomeSource based upon a theory that NREA tortiously interfered with the Letter Agreement. Neither the Company, the Adviser, nor NREA is party to the Letter Agreement. The September 8, 2023 lawsuit is not against the Company. At this stage of the proceedings, the Company is unable to assess a likely outcome or potential liability at the time. The Company is not aware of any environmental liability with respect to the properties it owns that could have a material adverse effect on the Company’s business, assets, or results of operations. However, there can be no assurance that such a material environmental liability does not exist. The existence of any such material environmental liability could have an adverse effect on the Company’s results of operations and cash flows. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Reportable Segments Following the formation of NexPoint Homes, the Company has two reportable segments. For the three and nine months ended September 30, 2023 and 2022, the majority of the Company’s operations are included within the Company’s primary reportable segment, VineBrook, as the NexPoint Homes reportable segment was recently formed on June 8, 2022. All corporate related costs are included in the VineBrook segment to align with how financial information is presented to the chief operating decision maker. The following presents select operational results for the reportable segments (in thousands): For the Three Months Ended September 30, 2023 2022 Revenues Expenses Net loss Revenues Expenses Net loss VineBrook $ 76,357 $ 104,392 $ (63,746) $ 64,587 $ 72,432 $ (10,453) NexPoint Homes 12,378 20,771 (8,608) 9,051 13,219 (4,168) Total Company $ 88,735 $ 125,163 $ (72,354) $ 73,638 $ 85,651 $ (14,621) For the Nine Months Ended September 30, 2023 2022 Revenues Expenses Net loss Revenues Expenses Net loss VineBrook $ 226,742 $ 305,671 $ (186,893) $ 176,623 $ 196,217 $ (21,810) NexPoint Homes 36,741 63,297 (26,830) 10,297 17,459 (7,162) Total Company $ 263,483 $ 368,968 $ (213,723) $ 186,920 $ 213,676 $ (28,972) The following presents select balance sheet data for the reportable segments (in thousands): As of September 30, 2023 As of December 31, 2022 VineBrook NexPoint Homes Total Company VineBrook NexPoint Homes Total Company Assets Gross operating real estate investments $ 2,673,057 $ 761,473 $ 3,434,530 $ 2,985,314 $ 751,541 $ 3,736,855 Accumulated depreciation and amortization (212,298) (33,763) (246,061) (155,957) (15,691) (171,648) Net operating real estate investments 2,460,759 727,710 3,188,469 2,829,357 735,850 3,565,207 Real estate held for sale, net 171,347 — 171,347 3,360 — 3,360 Net real estate investments 2,632,106 727,710 3,359,816 2,832,717 735,850 3,568,567 Other assets 179,694 45,762 225,456 219,885 48,285 268,170 Goodwill 19,268 — 19,268 — — — Total assets $ 2,831,068 $ 773,472 $ 3,604,540 $ 3,052,602 $ 784,135 $ 3,836,737 Liabilities Debt payable, net $ 1,913,382 $ 574,142 $ 2,487,524 $ 2,035,991 $ 565,238 $ 2,601,229 Other liabilities 119,266 29,079 148,345 115,169 16,824 131,993 Total liabilities $ 2,032,648 $ 603,221 $ 2,635,869 $ 2,151,160 $ 582,062 $ 2,733,222 |
Internalization of the Manager
Internalization of the Manager | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Internalization of the Manager | Internalization of the Manager On August 3, 2023, the OP, the Contributors and the Contributors Representative entered into a Contribution Agreement pursuant to which, among other things, the OP acquired all of the outstanding equity interests in the Manager. As a result of sending the Call Right Notice, the Internalization Fee the Company paid to acquire the Manager was $20.3 million, prior to closing adjustments, which was fixed based on May 31, 2022 data. The Internalization Fee was paid in a combination of cash and OP Units. As a result of the Internalization, the Manager became a wholly owned subsidiary of the OP and the VineBrook Portfolio is now internally managed. The Internalization of the Manager was considered to be a business combination in accordance with FASB ASC 805, Business Combinations . The purchase price and related acquisition costs (“Internalization Consideration”) were allocated to the assets acquired and liabilities assumed based on the estimated fair value of the Internalization Consideration transferred at the date of acquisition. The excess of the Internalization Consideration over the fair value of the net assets acquired was allocated to goodwill. Certain assets acquired in connection with the Internalization of the Manager, including intangible assets and goodwill, were calculated using unobservable inputs classified within Level 3 of the fair value hierarchy. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as a part of the Internalization of the Manager as of the date of the acquisition (in thousands). The preliminary fair values of the assets acquired and liabilities assumed, which are presented in the table below, and the related preliminary acquisition accounting are based on management's estimates and assumptions, as well as information compiled by management. Our estimates and assumptions are subject to change during the measurement period, not to exceed on year from August 3, 2023. Cash $ 2,632 Restricted cash 98 Other assets 7,682 Intangible assets 3,500 Goodwill 19,268 Accounts payable and other liabilities (12,437) Fair value of acquired net assets $ 20,743 (1) (1) In addition to the Internalization Fee of $20.3 million, approximately $0.4 million of closing adjustments were included in the preliminary purchase price allocation. In accordance with ASC 805, Business Combinations , an acquirer shall recognize separately from goodwill the identifiable intangible assets acquired in a business combination. An intangible asset is identifiable if it meets either the separability criterion or the contractual-legal criterion. Specifically, an intangible asset must be recognized as a separate asset from goodwill if (1) the intangible asset arises from contractual or other legal rights, or (2) the intangible asset is capable of being separated or divided from the acquired entity and sold, transferred, licensed, rented or exchanged (regardless of whether there is an intent to do so). The intangible assets acquired in connection with the Internalization of the Manager have been accounted for in accordance with ASC 805. The intangible asset acquired in connection with the internalization of the Manager is identified as developed technology. The goodwill acquired in connection with the Internalization of the Manager is representative of expected synergies and cost savings from combining the operations of the Company and the Manager. The Company recognized approximately $0.9 million of acquisition related costs that were expensed during the three and nine months ended September 30, 2023. These costs are included in internalization costs on the consolidated statements of operations and comprehensive income (loss). Following the Internalization of the Manager on August 3, 2023, the Company has consolidated the Manager’s operations which are reflected in the consolidated financial statements. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company evaluated subsequent events through the date the consolidated financial statements were issued, to determine if any significant events occurred subsequent to the balance sheet date that would have a material impact on these consolidated financial statements and determined the following events were material: Dispositions Subsequent to September 30, 2023, the Company disposed of 607 homes in the VineBrook reportable segment for net proceeds of approximately $57.1 million. Debt Paydowns Subsequent to September 30, 2023, the Company paid down approximately $46.7 million on the Warehouse Facility and approximately $6.2 million on the Bridge Facility III. Approximately $1.2 billion and $25.1 million remain outstanding on the Warehouse Facility and Bridge Facility III, respectively, as of November 10, 2023. Common and Preferred Dividends On October 16, 2023, the Company approved a common stock dividend of $0.5301 per Share for shareholders of record as of October 18, 2023 that was paid on October 20, 2023. On September 19, 2023, the Company approved a preferred stock dividend of $0.40625 per share of Series A Preferred Stock for Series A preferred stockholders of record as of September 25, 2023 that was paid on October 10, 2023. On September 19, 2023, the Company approved a preferred stock dividend of $0.40243 per share of Series B Preferred Stock for Series B preferred stockholders of record as of September 25, 2023 that was paid on October 10, 2023. On November 6, 2023, the Company approved a preferred stock dividend of $0.40625 per share of Series A Preferred Stock for Series A preferred stockholders of record as of December 22, 2023 that will be paid on January 10, 2024. On November 6, 2023, the Company approved a preferred stock dividend of $0.59375 per share of Series B Preferred Stock for Series B preferred stockholders of record as of December 22, 2023 that will be paid on January 10, 2024. NAV Determination In accordance with the Valuation Methodology, on November 14, 2023, the Company determined that its NAV per share calculated on a fully diluted basis was $60.23 as of September 30, 2023. Shares and OP Units issued under the respective DRIPs will be issued a 3% discount to the NAV per share in effect. Asset Backed Securitization The Company is currently working on an asset backed securitization (“ABS”) with BofA Securities, Inc. as the sole structuring agent, joint bookrunner and co-lead manager, Mizuho Securities USA LLC as joint bookrunner and co-lead manager, and J.P. Morgan Securities LLC, Truist Securities, Inc., Raymond James & Associates, Inc. and Citizens JMP Securities, LLC as co-managers. On November 8, 2023, the Company filed form ABS-15G with the SEC. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Accounting | Basis of Accounting and Use of Estimates The accompanying unaudited consolidated financial statements are presented in accordance with GAAP and the rules and regulations of the SEC. 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 consolidated financial statements and the amounts of revenues and expenses during the reporting periods. Actual amounts realized or paid could differ from those estimates. 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. References to number of properties are unaudited. In the opinion of management, all adjustments and eliminations necessary for the fair presentation of the Company’s financial position as of September 30, 2023 and December 31, 2022 and results of operations for the three and nine months ended September 30, 2023 and 2022 have been included. The unaudited information included in these interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the years ended December 31, 2022 and 2021 included in our Annual Report. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2023, or any other future period. |
Use of Estimates | Basis of Accounting and Use of Estimates The accompanying unaudited consolidated financial statements are presented in accordance with GAAP and the rules and regulations of the SEC. 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 consolidated financial statements and the amounts of revenues and expenses during the reporting periods. Actual amounts realized or paid could differ from those estimates. 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. References to number of properties are unaudited. In the opinion of management, all adjustments and eliminations necessary for the fair presentation of the Company’s financial position as of September 30, 2023 and December 31, 2022 and results of operations for the three and nine months ended September 30, 2023 and 2022 have been included. The unaudited information included in these interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the years ended December 31, 2022 and 2021 included in our Annual Report. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2023, or any other future period. |
Principles of Consolidation | Principles of Consolidation The Company accounts for subsidiary partnerships, limited liability companies, 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 |
Reclassifications | Reclassifications During the period ended September 30, 2023, the Company reclassified $1.4 million from due from Manager and $4.5 million from accounts payable and other accrued liabilities to due to Manager on the December 31, 2022 consolidated balance sheet to conform to our current presentation. During the period ended September 30, 2023, the Company reclassified $1.3 million from other income to investment income on the consolidated statements of operations and comprehensive income (loss) for the nine months ended September 30, 2022 to conform to our current presentation. Certain amounts classified separately as loss on sales of real estate, $0.2 million and less than $0.1 million, and casualty gain (loss), net of insurance proceeds, gain of $0.1 million and loss of $0.1 million for the prior periods have been reclassified as loss on sales and impairment of real estate, net on the consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2022 to conform to our current presentation, respectively. Certain amounts classified separately as corporate general and administrative expenses, $2.7 million and $7.3 million, and property general and administrative expenses, $4.4 million and $11.9 million, for the prior periods have been reclassified as general and administrative expenses on the consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2022 to conform to our current presentation, respectively. |
Real Estate Investments | Real Estate Investments Upon acquisition, we evaluate our acquired SFR properties for purposes of determining whether a transaction should be accounted for as an asset acquisition or business combination. Since substantially all of the fair value of our acquired properties is concentrated in a single identifiable asset or group of similar identifiable assets and the acquisitions do not include a substantive process, our purchases of homes or portfolios of homes qualify as asset acquisitions. Accordingly, upon acquisition of a property, the purchase price and related acquisition costs (“Total Consideration”) are allocated to land, buildings, improvements, fixtures, and intangible lease assets based upon their relative fair values. 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 (“ASC 820”) (see Note 8), is based on an independent third-party valuation firm’s estimate of the fair value of the tangible and intangible assets and liabilities acquired or management’s internal analysis based on market knowledge obtained from historical transactions. The valuation methodology utilizes market comparable information, depreciated replacement cost and other estimates in allocating value to the tangible assets. The allocation of the Total Consideration to intangible lease assets represents the value associated with the in-place leases, as one month’s worth of effective gross income (rental revenue, less credit loss allowance, plus other income) as the average downtime of the assets in the portfolio is approximately one month and the assets in the portfolio are leased on a gross rental structure. 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 or accreted as interest expense over the life of the debt assumed. Real estate assets, including land, buildings, improvements, fixtures, 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. The Company also incurs indirect costs to prepare acquired properties for rental. These costs are capitalized to the cost of the property during the period the property is undergoing activities to prepare it for its intended use. We capitalize interest, real estate taxes, insurance, utilities and other indirect costs as costs of the property only during the period for which activities necessary to prepare an asset for its intended use are ongoing, provided that expenditures for the asset have been made and the costs have been incurred. Upon completion of the renovation of our properties, all costs of operations, including repairs and maintenance, are expensed as incurred, unless the renovation meets the Company’s capitalization criteria. Real estate-related depreciation and amortization are computed on a straight-line basis over the estimated useful lives as described in the following table: Land Not depreciated Buildings 27.5 years Improvements and other assets 2.5 - 15 years Acquired improvements and fixtures 1 - 8 years Intangible lease assets 6 months As of September 30, 2023, the gross balance and accumulated amortization related to the intangible lease assets were both less than $0.1 million. As of December 31, 2022, the gross balance and accumulated amortization related to the intangible lease assets was $6.3 million and $5.1 million, respectively. For the three months ended September 30, 2023 and 2022, the Company recognized approximately $0.2 million and $1.7 million, respectively, of amortization expense related to the intangible lease assets. For the nine months ended September 30, 2023 and 2022, the Company recognized approximately $1.4 million and $4.7 million, respectively, of amortization expense related to the intangible lease assets. Real estate assets are reviewed for impairment quarterly or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Significant indicators of impairment may include, but are not limited to, declines in home values, rental rates, changes in hold periods, or occupancy percentages, as well as significant changes in the economy. In such cases, the Company will evaluate the recoverability of the assets by comparing the estimated future cash flows expected to result from the use and eventual disposition of each asset to its carrying amount and provide for impairment if such undiscounted cash flows are insufficient to recover the carrying amount. If impaired, the real estate asset will be written down to its estimated fair value. The process whereby we assess our SFR homes for impairment requires significant judgment and assessment of factors that are, at times, subject to significant uncertainty. For the three and nine months ended September 30, 2023, the Company recorded approximately $39.6 million and $66.9 million of impairment charges on real estate assets, respectively, which are included in loss on sales and impairment of real estate, net on the consolidated statements of operations and comprehensive income (loss). The impairment charge is net of insurance recovery for any casualty related damages. No significant impairments on real estate assets were recorded during the three and nine months ended September 30, 2022. |
Purchase Price Allocation – Internalization of the Manager | Purchase Price Allocation – Internalization of the Manager The Internalization of the Manager was considered a business combination in accordance with FASB ASC 805, Business Combinations . The purchase price (“Internalization Consideration”) was allocated to the assets acquired and liabilities assumed based on the estimated fair value of the Internalization Consideration transferred at the date of acquisition. The excess of the Internalization Consideration over the fair value of the net assets acquired was allocated to goodwill. Certain assets acquired in connection with the Internalization of the Manager, including intangible assets and goodwill, were calculated using unobservable inputs classified within Level 3 of the fair value hierarchy. |
Intangible Assets | Intangible Assets Intangible assets acquired related to the Internalization of the Manager are amortized on a straight-line basis over the estimated useful lives as described in the following table: Developed technology 5 years Goodwill Not depreciated |
Goodwill | Goodwill Goodwill has an indefinite life and therefore is not amortized under the provisions of ASC 350, Intangibles – Goodwill and Other . Goodwill is tested at least annually for impairment to ensure that the carrying amount of goodwill exceeds its implied fair value. No impairment losses on goodwill have been recognized for the three or nine months ended September 30, 2023. |
Cash and restricted cash | Cash and restricted cash The Company maintains cash at multiple financial institutions and, at times, these balances exceed federally insurable limits. As a result, there is a concentration of credit risk related to amounts on deposit. We believe any risks are mitigated through the size of the financial institutions at which our cash balances are held. Restricted cash represents cash deposited in accounts related to security deposits, property taxes, insurance premiums and deductibles and other lender-required escrows. Amounts deposited in the reserve accounts associated with the loans can only be used as provided for in the respective loan agreements, and security deposits held pursuant to lease agreements are required to be segregated. The following table provides a reconciliation of cash and restricted cash reported on the consolidated balance sheets that sum to the total of such amount shown in the consolidated statements of cash flows (in thousands): September 30, 2023 2022 December 31, 2022 Cash $ 34,115 $ 92,566 $ 76,751 Restricted cash 51,611 30,681 37,998 Total cash and restricted cash $ 85,726 $ 123,247 $ 114,749 |
Revenue Recognition | Revenue Recognition The Company’s primary operations consist of rental income earned from its residents under lease agreements typically with terms of one year or less. The Company classifies the SFR property leases as operating leases and elects to not separate the lease component, comprised of rents from SFR properties, from the associated non-lease component, comprised of fees from SFR properties and resident charge-backs. The combined component is accounted for under the new lease accounting standard while certain resident reimbursements are accounted for as variable payments under the revenue accounting guidance. Rental income is recognized when earned. This policy effectively results in income recognition on a straight-line basis over the related terms of the leases. Resident reimbursements and other income consist of charges billed to residents for utilities, resident-caused damages, pets, and administrative, application and other fees and are recognized when earned. Historically, the Company has used a direct write-off method for uncollectible rents; wherein uncollectible rents are netted against rental income. The Company additionally has established a reserve for any accounts receivable that are not expected to be collectible, which are netted against rental income and other income. For the three months ended September 30, 2023 and 2022, rental income includes $3.4 million and $3.0 million of variable lease payments, respectively. For the nine months ended September 30, 2023 and 2022, rental income includes $9.5 million and $7.6 million of variable lease payments, respectively. Gains or losses on sales of properties are recognized pursuant to the provisions included in ASC 610-20, Other Income . We recognize a full gain or loss on sale, which is presented in (loss)/gain on sales and impairment of real estate on the consolidated statements of operations and comprehensive income (loss), when the derecognition criteria under ASC 610-20 have been met. |
Redeemable Securities | Redeemable Securities Included in the Company’s consolidated balance sheets are redeemable noncontrolling interests in the OP, redeemable noncontrolling interests in consolidated VIEs and 6.50% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”). These interests are presented in the “mezzanine” section of the consolidated balance sheets because they do not meet the functional definition of a liability or equity under current accounting literature. The Company accounts for these under the provisions of ASC Topic 480-10-S99-3A, paragraph 15(b). |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of the Company’s common stock outstanding, which excludes any unvested RSUs and PI Units issued pursuant to the 2018 LTIP. Diluted earnings (loss) per share is computed by adjusting basic earnings (loss) per share for the dilutive effects of the assumed vesting of RSUs and PI Units and the conversion of OP Units and vested PI Units to Shares. During periods of net loss, the assumed vesting of RSUs and PI Units and the conversion of OP Units and vested PI Units to Shares is anti-dilutive and is not included in the calculation of earnings (loss) per share. 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, 2023 2022 2023 2022 Numerator for loss per share: Net loss $ (72,354) $ (14,621) $ (213,723) $ (28,972) Less: Dividends on and accretion to redemption value of Redeemable Series A preferred stock 2,207 2,226 6,621 6,654 Net loss attributable to redeemable noncontrolling interests in the OP (10,853) (1,782) (32,059) (3,976) Net loss attributable to redeemable noncontrolling interests in consolidated VIEs (3,684) (3,112) (11,691) (4,303) Net loss attributable to noncontrolling interests in consolidated VIEs (565) (113) (1,566) (113) Net loss attributable to stockholders $ (59,459) $ (11,840) $ (175,028) $ (27,234) Denominator for earnings (loss) per share: Weighted average common shares outstanding - basic 24,894 25,124 24,673 24,545 Weighted average unvested RSUs, PI Units, and OP Units (1) — — — — Weighted average common shares outstanding - diluted 24,894 25,124 24,673 24,545 Earnings (loss) per weighted average common share: Basic $ (2.39) $ (0.47) $ (7.09) $ (1.11) Diluted $ (2.39) $ (0.47) $ (7.09) $ (1.11) (1) For the three months ended September 30, 2023 and 2022, excludes approximately 5,108,000 shares and 4,375,000 shares, respectively, related to the assumed vesting of RSUs and PI Units and the conversion of OP Units and vested PI Units to Shares, as the effect would have been anti-dilutive. For the nine months ended September 30, 2023 and 2022, excludes approximately 4,808,000 shares and 4,325,000 shares, respectively, related to the assumed vesting of RSUs and PI Units and the conversion of OP Units and vested PI Units to Shares, as the effect would have been anti-dilutive. |
Segment Reporting | Segment Reporting Under the provision of ASC 280, Segment Reporting , the Company has determined that it has two reportable segments, VineBrook and NexPoint Homes. Both reportable segments involve activities related to acquiring, renovating, developing, leasing and operating SFR homes as rental properties. The Company’s management allocates resources and evaluates operating performance across the two segments. The VineBrook reportable segment is the legacy reportable segment and represents the majority of the Company’s operations and generally purchases homes to implement a value-add strategy. The NexPoint Homes reportable segment was formed June 8, 2022 and represents a supplemental reportable segment that generally purchases newer homes that require less rehabilitation compared to the VineBrook reportable segment. Within the VineBrook reportable segment, the Company had a geographic market concentration in one market (Cincinnati) that represents more than 10% of the total gross book value of SFR homes as of September 30, 2023. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. During the nine months ended September 30, 2023, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future London Interbank Offered Rate (“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 has elected practical expedients within FASB ASU 2020-04 related to replacing the source of hedged transactions. After LIBOR cessation on June 30, 2023, the Company elected to utilize the practical expedients to not reassess previous accounting determinations and to not dedesignate hedge relationships due to a change in critical terms and the option to change the contractual terms of a hedging instrument while not dedesignating the hedging relationship. In December 2022, the FASB issued ASU 2022-06, Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”) which was issued to defer the sunset date of Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform to December 31, 2024. ASU 2022-06 is effective immediately for all companies. ASU 2022-06 had no impact on the Company’s consolidated financial statements for the three and nine months ended September 30, 2023. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Real Estate | Real estate-related depreciation and amortization are computed on a straight-line basis over the estimated useful lives as described in the following table: Land Not depreciated Buildings 27.5 years Improvements and other assets 2.5 - 15 years Acquired improvements and fixtures 1 - 8 years Intangible lease assets 6 months |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash and restricted cash reported on the consolidated balance sheets that sum to the total of such amount shown in the consolidated statements of cash flows (in thousands): September 30, 2023 2022 December 31, 2022 Cash $ 34,115 $ 92,566 $ 76,751 Restricted cash 51,611 30,681 37,998 Total cash and restricted cash $ 85,726 $ 123,247 $ 114,749 |
Schedule of Earnings Per Share, Basic and Diluted | 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, 2023 2022 2023 2022 Numerator for loss per share: Net loss $ (72,354) $ (14,621) $ (213,723) $ (28,972) Less: Dividends on and accretion to redemption value of Redeemable Series A preferred stock 2,207 2,226 6,621 6,654 Net loss attributable to redeemable noncontrolling interests in the OP (10,853) (1,782) (32,059) (3,976) Net loss attributable to redeemable noncontrolling interests in consolidated VIEs (3,684) (3,112) (11,691) (4,303) Net loss attributable to noncontrolling interests in consolidated VIEs (565) (113) (1,566) (113) Net loss attributable to stockholders $ (59,459) $ (11,840) $ (175,028) $ (27,234) Denominator for earnings (loss) per share: Weighted average common shares outstanding - basic 24,894 25,124 24,673 24,545 Weighted average unvested RSUs, PI Units, and OP Units (1) — — — — Weighted average common shares outstanding - diluted 24,894 25,124 24,673 24,545 Earnings (loss) per weighted average common share: Basic $ (2.39) $ (0.47) $ (7.09) $ (1.11) Diluted $ (2.39) $ (0.47) $ (7.09) $ (1.11) (1) For the three months ended September 30, 2023 and 2022, excludes approximately 5,108,000 shares and 4,375,000 shares, respectively, related to the assumed vesting of RSUs and PI Units and the conversion of OP Units and vested PI Units to Shares, as the effect would have been anti-dilutive. For the nine months ended September 30, 2023 and 2022, excludes approximately 4,808,000 shares and 4,325,000 shares, respectively, related to the assumed vesting of RSUs and PI Units and the conversion of OP Units and vested PI Units to Shares, as the effect would have been anti-dilutive. |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class | Intangible assets acquired related to the Internalization of the Manager are amortized on a straight-line basis over the estimated useful lives as described in the following table: Developed technology 5 years Goodwill Not depreciated |
Investments in Subsidiaries (Ta
Investments in Subsidiaries (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Investments in and Advances to Affiliates [Abstract] | |
Schedule of Investments in and Advances to Affiliates, Schedule of Investments | Loans from the credit facility dated September 20, 2019 by and between the OP (as guarantor), VB One, LLC (as borrower) (“VB One”) and KeyBank (the “Warehouse Facility”) can only be settled from the assets owned by VB One (dollars in thousands): VIE Name Homes Cost Basis OP Beneficial Ownership % Encumbered by Mortgage (1) Debt Allocated NREA VB I, LLC 65 $ 6,099 100 % Yes $ 4,966 NREA VB II, LLC 166 16,805 100 % Yes 10,596 NREA VB III, LLC 1,318 122,616 100 % Yes 69,966 NREA VB IV, LLC 384 37,965 100 % Yes 23,869 NREA VB V, LLC 1,827 128,683 100 % Yes 106,525 NREA VB VI, LLC 288 28,060 100 % Yes 18,356 NREA VB VII, LLC 36 3,200 100 % Yes 2,939 True FM2017-1, LLC 204 19,335 100 % Yes 9,834 VB One, LLC 12,767 1,694,581 100 % No 1,198,205 VB Two, LLC 1,751 168,433 100 % No 116,221 VB Three, LLC 3,731 535,878 100 % No 322,746 VB Five, LLC 153 17,347 100 % Yes 7,185 VB Eight, LLC 457 65,402 100 % No 30,270 NexPoint Homes 2,569 761,473 81 % No 473,518 25,716 $ 3,605,877 $ 2,395,196 (2) (1) Assets held, directly or indirectly, by VB One, VB Two, LLC, VB Three, LLC and VB Eight, LLC are not encumbered by a mortgage. Instead, the lender has an equity pledge in certain assets of the respective SPEs and an equity pledge in the equity of the respective SPEs. (2) In addition to the debt allocated to the SPEs noted above, as of September 30, 2023, NexPoint Homes had approximately $102.6 million of debt (excluding amounts owed to the OP from NexPoint Homes, as these are eliminated in consolidation) not collateralized directly by homes which reflects the amount outstanding on the SFR OP Convertible Notes (as defined in Note 13) as of September 30, 2023. Additionally, as of September 30, 2023, PNC Loan I, PNC Loan II and PNC Loan III, defined below, had an aggregate balance of approximately $0.3 million, which were not allocated to a specific SPE. |
Real Estate Assets (Tables)
Real Estate Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Real Estate [Abstract] | |
Schedule of Real Estate Properties | The components of the Company’s real estate investments in homes were as follows (in thousands): Land Buildings and improvements (1) Intangible lease assets Real estate held for sale, net Total gross real estate Accumulated depreciation and amortization Real Estate Balances, December 31, 2022 $ 632,278 $ 3,098,258 $ 6,319 $ 3,360 $ 3,740,215 $ (171,648) Additions 433 108,600 (2) — — 109,033 (96,379) (3) Transfers to held for sale (70,203) (325,382) (40) 379,849 (15,776) 15,776 Write-offs — — (6,265) — (6,265) 6,265 Dispositions — (1,812) — (143,787) (145,599) (75) Impairment — (7,656) (4) — (68,075) (75,731) — Real Estate Balances, September 30, 2023 $ 562,508 $ 2,872,008 $ 14 $ 171,347 $ 3,605,877 $ (246,061) (1) Includes capitalized interest, real estate taxes, insurance, improvements, and other costs incurred during rehabilitation of the properties. (2) Includes capitalized interest of approximately $7.4 million and other capitalizable costs outlined in (1) above of approximately $10.7 million. (3) Accumulated depreciation and amortization activity excludes approximately $0.2 million of depreciation and amortization related to assets not classified as real estate investments. (4) During the nine months ended September 30, 2023, there was a casualty event in the Portales market resulting in casualty impairments of $7.5 million on assets held for use which is included in the impairment activity above, partially offset by $7.4 million of insurance recoveries. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table contains summary information of the Company’s debt as of September 30, 2023 and December 31, 2022 (dollars in thousands): Outstanding Principal as of Type September 30, 2023 December 31, 2022 Interest Rate (1) Maturity Initial Mortgage Floating $ 237,217 $ 240,408 6.98% 12/1/2025 Warehouse Facility Floating 1,198,205 1,270,000 7.97% 11/3/2025 (2) JPM Facility Floating 322,746 320,000 8.16% 1/31/2026 (3) Bridge Facility III Floating 30,270 75,000 10.32% 12/31/2023 MetLife Note Fixed 116,221 124,279 3.25% 1/31/2026 TrueLane Mortgage Fixed 9,834 10,143 5.35% 2/1/2028 Crestcore II Note Fixed 3,970 4,651 5.12% 7/9/2029 Crestcore IV Note Fixed 3,215 4,135 5.12% 7/9/2029 PNC Loan I Fixed 45 — 3.59% 2/18/2024 PNC Loan II Fixed 81 — 3.70% 12/29/2024 PNC Loan III Fixed 198 — 3.69% 12/15/2025 Total VineBrook reportable segment debt $ 1,922,002 $ 2,048,616 NexPoint Homes MetLife Note 1 Fixed 238,428 233,545 3.76% 3/3/2027 NexPoint Homes MetLife Note 2 Fixed 174,590 171,209 5.44% 8/12/2027 NexPoint Homes KeyBank Facility Floating 60,500 62,500 8.02% 8/12/2025 SFR OP Convertible Notes (4) Fixed 102,557 100,100 7.50% 6/30/2027 Total debt $ 2,498,077 $ 2,615,970 Debt premium, net (5) 324 378 Deferred financing costs, net of accumulated amortization of $20,803 and $12,995, respectively (10,877) (15,119) $ 2,487,524 $ 2,601,229 (1) Represents the interest rate as of September 30, 2023. Except for fixed rate debt, the interest rate is the 30-day average SOFR, daily SOFR or one-month term SOFR, plus an applicable margin. The 30-day average SOFR as of September 30, 2023 was 5.3166%, daily SOFR as of September 30, 2023 was 5.3100% and one-month term SOFR as of September 30, 2023 was 5.3190%. (2) This is the maturity date for the Warehouse Facility after extension options have been exercised. To extend the Warehouse Facility, the Company cannot be in default, must meet certain financial covenants and needs to pay a fee of 0.1% of the maximum revolving commitment at that time. The stated maturity date before extensions is November 3, 2024. (3) This is the maturity date for the JPM Facility after the extension option has been exercised. The stated maturity date before the extension is January 31, 2025. (4) The SFR OP Convertible Notes exclude the amounts owed to NexPoint Homes by the SFR OP, as these are eliminated in consolidation. (5) The Company reflected valuation adjustments on its assumed fixed rate debt to adjust it to fair market value on the dates of acquisition for the difference between the fair value and the assumed principal amount of debt. The difference is amortized into interest expense over the remaining terms of the debt. |
Schedule of Maturities of Long-Term Debt | The aggregate scheduled maturities, including amortizing principal payments, of total debt for the next five calendar years subsequent to September 30, 2023 are as follows (in thousands): Total 2023 $ 122,688 (1) 2024 259,361 (2) 2025 1,145,292 (3) 2026 439,368 (4) 2027 515,997 Thereafter 15,371 Total $ 2,498,077 (1) Includes approximately $91.7 million of required pay downs on the Warehouse Facility related to the Consent and Sixth Amendment to the Warehouse Facility described above. (2) Includes approximately $256.5 million of required pay downs on the Warehouse Facility related to the Consent and Sixth Amendment to the Warehouse Facility described above. (3) Assumes the Company exercises the extension options on the Warehouse Facility, subject to approval from the lender. The stated maturity date before extensions is November 3, 2024. (4) Assumes the Company exercises the 12-month extension option on the JPM Facility, subject to approval from the lender. The stated maturity date before the extension is January 31, 2025. |
Fair Value of Derivatives and_2
Fair Value of Derivatives and Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Interest Rate Derivatives | As of September 30, 2023, the Company had the following outstanding interest rate swaps that were designated as cash flow hedges of interest rate risk (dollars in thousands): Effective Date Expiration Date Counterparty Index (1) Notional Fixed Rate 7/1/2019 7/1/2024 KeyBank Daily SOFR $ 100,000 1.6290 % 9/1/2019 12/21/2025 KeyBank Daily SOFR 100,000 1.4180 % 9/1/2019 12/21/2025 KeyBank Daily SOFR 50,000 1.4190 % 2/3/2020 2/1/2025 KeyBank Daily SOFR 50,000 1.2790 % 3/2/2020 3/3/2025 KeyBank Daily SOFR 20,000 0.9140 % $ 320,000 1.4309 % (3) Effective Date Expiration Date Counterparty Index (2) Notional Fixed Rate 3/31/2022 11/1/2025 KeyBank Daily SOFR $ 100,000 1.5110 % 3/31/2022 11/1/2025 KeyBank Daily SOFR 100,000 1.9190 % 3/31/2022 11/1/2025 KeyBank Daily SOFR 50,000 2.4410 % 6/1/2022 11/1/2025 Mizuho Daily SOFR 100,000 2.6284 % 6/1/2022 11/1/2025 Mizuho Daily SOFR 100,000 2.9413 % 6/1/2022 11/1/2025 Mizuho Daily SOFR 100,000 2.7900 % 7/1/2022 11/1/2025 Mizuho Daily SOFR 100,000 2.6860 % 4/3/2023 11/1/2025 Mizuho Daily SOFR 250,000 3.5993 % $ 900,000 2.7438 % (3) (1) These interest rate swaps previously referenced one-month LIBOR, which ceased publication on June 30, 2023. Beginning July 1, 2023, these interest rate swaps transitioned to daily SOFR plus 0.1145% for the floating rate. As of September 30, 2023, daily SOFR was 5.3100%. (2) As of September 30, 2023, daily SOFR was 5.3100%. (3) Represents the weighted average fixed rate of the interest rate swaps, which have a combined weighted average fixed rate of 2.3994%. |
Schedule of Derivatives Not Designated as Hedging Instruments | As of September 30, 2023, the Company had the following outstanding derivatives that were not designated as hedges in qualifying hedging relationships (dollars in thousands): Derivative Notional Hedged Floating Rate Debt Index Index as of September 30, 2023 Strike Rate Interest Rate Cap $ 300,000 JPM Facility One-Month Term SOFR 5.3190 % 1.50 % |
Schedule of Derivatives Instruments Statements of Financial Performance and Financial Position, Location | The table below presents the fair value of the Company’s derivative financial instruments, which are presented on the consolidated balance sheets as of September 30, 2023 and December 31, 2022 (in thousands): Asset Derivatives Liability Derivatives Balance Sheet Location September 30, 2023 December 31, 2022 September 30, 2023 December 31, 2022 Derivatives designated as hedging instruments: Interest rate swaps Interest rate derivatives, at fair value $ 55,540 $ 49,244 $ — $ — Derivatives not designated as hedging instruments: Interest rate caps Interest rate derivatives, at fair value 20,154 21,569 — — Total $ 75,694 $ 70,813 $ — $ — The table below presents the effect of the Company’s derivative financial instruments on the consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2023 and 2022 (in thousands): For the Three Months Ended For the Nine Months Ended Location of gain/(loss) recognized on Statement of Operations and Comprehensive Income/(Loss) September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Derivatives designated as hedging instruments: Interest rate swaps Unrealized gain on interest rate hedges $ 163 $ 29,356 $ 6,297 $ 54,866 Derivatives not designated as hedging instruments: Interest rate caps Interest expense (639) 7,694 (1,386) 9,765 Total $ (476) $ 37,050 $ 4,911 $ 64,631 |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | The table below presents the carrying value (outstanding principal balance) and estimated fair value of our debt at September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, 2022 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Debt $ 2,498,077 $ 2,405,126 $ 2,615,970 $ 2,515,475 |
Schedule of Disclosure of Long-Lived Assets Held-for-sale | The following table sets forth a summary of the Company’s held for sale assets and real estate assets that underwent a casualty related impairment that were accounted for at fair value on a nonrecurring basis as of their respective measurement date (in thousands): Fair Value Hierarchy Level Description Fair Value Level 1 Level 2 Level 3 Assets held at September 30, 2023 Real estate assets - impaired at March 31, 2023 $ 1,949 $ — $ — $ 1,949 Real estate assets - impaired at June 30, 2023 $ 49,041 $ — $ — $ 49,041 (1) Real estate assets - impaired at September 30, 2023 $ 105,443 $ — $ — $ 105,443 (1) Real estate assets impaired at June 30, 2023 include $38.1 million of assets impaired related to a casualty event in the Portales market which are included in operating real estate. Total casualty impairment for these properties was $7.5 million, partially offset by $7.4 million of insurance recoveries, which are recorded in loss on sales and impairment of real estate for the nine months ended September 30, 2023. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of Nonvested Restricted Stock Units Activity | As of September 30, 2023, the number of RSUs granted that are outstanding was as follows (dollars in thousands): Dates Number of RSUs Value (1) Outstanding December 31, 2022 488,326 $ 19,943 Granted 186,770 11,774 Vested (74,138) (2) (3,122) Forfeited — — Outstanding September 30, 2023 600,958 $ 28,595 (1) Value is based on the number of RSUs granted multiplied by the most recent NAV per share on the date of grant, which was $63.04 for the April 11, 2023 grant, $54.14 for the February 17, 2022 grant, $36.56 for the February 15, 2021 grant, $30.82 for the May 11, 2020 grant, and $29.85 for the December 10, 2019 grant. (2) Certain grantees elected to net the taxes owed upon vesting against the Shares issued resulting in 60,177 Shares being issued as shown on the consolidated statements of stockholders’ equity. |
Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award, Restricted Stock Units, Vested and Expected to Vest | The vesting schedule for the outstanding RSUs as of September 30, 2023 is as follows: Vest Date RSUs Vesting December 10, 2023 18,426 February 15, 2024 22,591 February 17, 2024 22,019 April 11, 2024 30,286 May 11, 2024 21,217 February 14, 2025 22,591 February 17, 2025 22,019 April 11, 2025 22,355 February 17, 2026 22,019 April 11, 2026 22,355 April 11, 2027 22,355 Upon successful completion of IPO 352,726 600,958 |
Noncontrolling Interests (Table
Noncontrolling Interests (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
Schedule of Redeemable Noncontrolling Interest | The following table presents the redeemable noncontrolling interests in the OP (in thousands): Balances Redeemable noncontrolling interests in the OP, December 31, 2022 $ 240,647 Net loss attributable to redeemable noncontrolling interests in the OP (32,059) Contributions by redeemable noncontrolling interests in the OP 23,284 Distributions to redeemable noncontrolling interests in the OP (4,770) Redemptions by redeemable noncontrolling interests in the OP — Equity-based compensation 4,896 Other comprehensive income attributable to redeemable noncontrolling interests in the OP 943 Adjustment to reflect redemption value of redeemable noncontrolling interests in the OP 21,746 Redeemable noncontrolling interests in the OP, September 30, 2023 $ 254,687 The following table presents the redeemable noncontrolling interests in consolidated VIEs (in thousands): Balances Redeemable noncontrolling interests in consolidated VIEs, December 31, 2022 $ 112,972 Net loss attributable to redeemable noncontrolling interests in consolidated VIEs (11,691) Contributions by redeemable noncontrolling interests in consolidated VIEs 1,949 Distributions to redeemable noncontrolling interests in consolidated VIEs (2,550) Adjustment to reflect redemption value of redeemable noncontrolling interests in consolidated VIEs 4,733 Redeemable noncontrolling interests in consolidated VIEs, September 30, 2023 $ 105,413 |
Schedule of Share-Based Payment Arrangement, Activity | As of September 30, 2023, the number of PI Units granted that are outstanding and unvested was as follows (dollars in thousands): Dates Number of PI Units Value (1) Outstanding December 31, 2022 430,102 $ 16,286 Granted 555,192 34,328 Vested (63,196) (2,328) Forfeited (1,269) (80) Outstanding September 30, 2023 920,829 $ 48,206 (1) Value is based on the number of PI Units granted multiplied by the estimated per unit fair value on the date of grant, which was $27.88 for the April 19, 2019 grant, $29.12 for the November 21, 2019 grant, $30.16 for the May 11, 2020 grant, $33.45 for the November 30, 2020 grant, $38.29 for the May 31, 2021 grant, $61.74 for the August 10, 2022 grant, $63.04 for the February 22, 2023 grant and $61.63 for August 3, 2023 the grant. |
Schedule of Share-based Compensation Arrangements by Share-based Payment Award, PI Units, Vested and Expected to Vest | The vesting schedule for the PI Units is as follows: Vest Date PI Units Vesting November 1, 2023 7,200 November 21, 2023 18,425 November 30, 2023 1,470 February 22, 2024 15,544 March 30, 2024 29,831 April 25, 2024 5,171 May 11, 2024 27,478 May 27, 2024 398 November 30, 2024 1,470 February 22, 2025 15,544 March 30, 2025 29,831 April 25, 2025 5,171 May 27, 2025 398 February 22, 2026 15,544 February 28, 2026 475,888 April 25, 2026 5,171 May 27, 2026 398 February 22, 2027 15,544 April 25, 2027 5,171 May 27, 2027 398 February 22, 2028 15,544 Upon successful completion of IPO or change in control* 229,241 920,829 *Upon successful completion of an IPO, or an earlier change in control with respect to awards held by certain executives of the Manager, an additional 229,241 PI Units will vest immediately instead of vesting ratably according to the schedule above on each of November 30, 2023 and November 30, 2024. |
Schedule of Limited Partners' Capital Account by Class | The table below presents the consolidated Shares and OP Units outstanding held by the noncontrolling interests (“NCI”), as the OP Units held by the Company are eliminated in consolidation: Period End Shares Outstanding OP Units Held by NCI Consolidated Shares and NCI OP Units Outstanding March 31, 2023 24,769,760 3,854,925 28,624,685 June 30, 2023 24,894,319 3,883,039 28,777,358 September 30, 2023 24,891,529 4,228,569 29,120,098 |
Schedule of Noncontrolling Interest | The following table presents the noncontrolling interests in consolidated VIEs (in thousands): Balances Noncontrolling interests in consolidated VIEs, December 31, 2022 $ 6,906 Net loss attributable to noncontrolling interests in consolidated VIEs (1,566) Contributions by noncontrolling interests in consolidated VIEs 7,771 Distributions to noncontrolling interests in consolidated VIEs (321) Redemptions by noncontrolling interests in consolidated VIEs (4) Noncontrolling interests in consolidated VIEs, September 30, 2023 $ 12,786 |
Redeemable Series A Preferred_2
Redeemable Series A Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Dividends, Preferred Stock [Abstract] | |
Schedule of Temporary Equity | The following table presents the redeemable Series A Preferred Stock (dollars in thousands): Series A Preferred Stock Balances Redeemable Series A Preferred Stock, December 31, 2022 5,000,000 $ 121,662 Issuance of Redeemable Series A Preferred Stock — — Issuance costs related to Redeemable Series A Preferred Stock — (140) Net income attributable to Redeemable Series A preferred stockholders — 6,094 Dividends declared to Redeemable Series A preferred stockholders — (6,094) Accretion to redemption value — 527 Redeemable Series A Preferred Stock, September 30, 2023 5,000,000 $ 122,049 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table is a summary of fees that the OP incurred to the Manager and its affiliates, as well as reimbursements paid to the Manager and its affiliates for various operating expenses the Manager paid on the OP’s behalf, under the terms of Management Agreements and Side Letter, for the three and nine months ended September 30, 2023 and 2022 (dollars in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, Location on Financial Statements 2023 (1) 2022 2023 (1) 2022 Fees Incurred Property management fees Statement of Operations $ 1,182 $ 3,249 $ 10,326 $ 9,691 Acquisition fees Balance Sheet — 3,650 4 9,705 Construction supervision fees Balance Sheet 311 4,562 7,590 12,182 Reimbursements Payroll and benefits Balance Sheet and Statement of Operations 2,908 6,997 23,339 19,465 Other reimbursements Balance Sheet and Statement of Operations 210 515 1,600 1,282 Totals $ 4,611 $ 18,973 $ 42,859 $ 52,325 (1) Following the Internalization of the Manager on August 3, 2023, the Manager became a consolidated entity and as such activity following that date is excluded from the table above. |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following presents select operational results for the reportable segments (in thousands): For the Three Months Ended September 30, 2023 2022 Revenues Expenses Net loss Revenues Expenses Net loss VineBrook $ 76,357 $ 104,392 $ (63,746) $ 64,587 $ 72,432 $ (10,453) NexPoint Homes 12,378 20,771 (8,608) 9,051 13,219 (4,168) Total Company $ 88,735 $ 125,163 $ (72,354) $ 73,638 $ 85,651 $ (14,621) For the Nine Months Ended September 30, 2023 2022 Revenues Expenses Net loss Revenues Expenses Net loss VineBrook $ 226,742 $ 305,671 $ (186,893) $ 176,623 $ 196,217 $ (21,810) NexPoint Homes 36,741 63,297 (26,830) 10,297 17,459 (7,162) Total Company $ 263,483 $ 368,968 $ (213,723) $ 186,920 $ 213,676 $ (28,972) The following presents select balance sheet data for the reportable segments (in thousands): As of September 30, 2023 As of December 31, 2022 VineBrook NexPoint Homes Total Company VineBrook NexPoint Homes Total Company Assets Gross operating real estate investments $ 2,673,057 $ 761,473 $ 3,434,530 $ 2,985,314 $ 751,541 $ 3,736,855 Accumulated depreciation and amortization (212,298) (33,763) (246,061) (155,957) (15,691) (171,648) Net operating real estate investments 2,460,759 727,710 3,188,469 2,829,357 735,850 3,565,207 Real estate held for sale, net 171,347 — 171,347 3,360 — 3,360 Net real estate investments 2,632,106 727,710 3,359,816 2,832,717 735,850 3,568,567 Other assets 179,694 45,762 225,456 219,885 48,285 268,170 Goodwill 19,268 — 19,268 — — — Total assets $ 2,831,068 $ 773,472 $ 3,604,540 $ 3,052,602 $ 784,135 $ 3,836,737 Liabilities Debt payable, net $ 1,913,382 $ 574,142 $ 2,487,524 $ 2,035,991 $ 565,238 $ 2,601,229 Other liabilities 119,266 29,079 148,345 115,169 16,824 131,993 Total liabilities $ 2,032,648 $ 603,221 $ 2,635,869 $ 2,151,160 $ 582,062 $ 2,733,222 |
Internalization of the Manager
Internalization of the Manager (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as a part of the Internalization of the Manager as of the date of the acquisition (in thousands). The preliminary fair values of the assets acquired and liabilities assumed, which are presented in the table below, and the related preliminary acquisition accounting are based on management's estimates and assumptions, as well as information compiled by management. Our estimates and assumptions are subject to change during the measurement period, not to exceed on year from August 3, 2023. Cash $ 2,632 Restricted cash 98 Other assets 7,682 Intangible assets 3,500 Goodwill 19,268 Accounts payable and other liabilities (12,437) Fair value of acquired net assets $ 20,743 (1) (1) In addition to the Internalization Fee of $20.3 million, approximately $0.4 million of closing adjustments were included in the preliminary purchase price allocation. |
Organization and Description _2
Organization and Description of Business (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||||||||
May 04, 2020 | May 01, 2019 USD ($) | Nov. 01, 2018 USD ($) property $ / shares shares | Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 shares | Sep. 30, 2023 | Sep. 30, 2023 property | Sep. 30, 2023 home | Sep. 30, 2023 state | Jul. 11, 2023 shares | Jun. 30, 2023 | Dec. 31, 2022 home $ / shares | Aug. 28, 2018 USD ($) $ / shares shares | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
General partners' capital account, units outstanding (in shares) | 24,616,409 | |||||||||||||||
Business combination, acquisition related costs | $ | $ 917 | $ 0 | $ 917 | $ 0 | ||||||||||||
Common stock, par value per share (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||
Number of states in which entity operates | state | 20 | |||||||||||||||
Number Of Indirectly Owned Real Estate Properties | property | 23,147 | |||||||||||||||
Number Of Indirectly Owned Real Estate Properties, State | state | 18 | |||||||||||||||
The 2018 Long-Term Incentive Plan | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Common stock, capital shares reserved for future issuance (in shares) | 426,307 | |||||||||||||||
Yearly increase in number of shares authorized, percentage of outstanding common stock | 10% | |||||||||||||||
Percentage of outstanding stock maximum | 10% | |||||||||||||||
The 2023 Long-Term Incentive Plan | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Common stock, capital shares reserved for future issuance (in shares) | 1,000,000 | |||||||||||||||
Yearly increase in number of shares authorized, percentage of outstanding common stock | 10% | |||||||||||||||
Private Placement | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Equity offering, maximum number of shares (in shares) | 40,000,000 | |||||||||||||||
Equity offering, maximum value | $ | $ 1,000,000 | |||||||||||||||
Shares issued, price per share (in dollars per share) | $ / shares | $ 25 | |||||||||||||||
NexPoint Real Estate Advisors V, L.P. | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Advisory agreement, renewal term (in years) | 1 year | |||||||||||||||
VineBrook Homes, LLC | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Management agreement, term (in years) | 3 years | |||||||||||||||
Management agreement, renewal term (in years) | 1 year | |||||||||||||||
Consolidated Properties | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Number of real estate properties | home | 25,716 | 27,211 | ||||||||||||||
Single Family | Consolidated Properties | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Number of real estate properties | home | 25,716 | |||||||||||||||
Single Family | Consolidated Properties | VineBrook | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Number of real estate properties | 23,147 | 23,147 | 24,657 | |||||||||||||
Single Family | Discontinued Operations, Disposed of by Sale | VineBrook | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Number of real estate properties | home | 1,732 | |||||||||||||||
Single Family | Discontinued Operations, Disposed of by Sale | Consolidated Properties | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Number of real estate properties | home | 4 | |||||||||||||||
Single Family | Discontinued Operations, Disposed of by Sale | Consolidated Properties | VineBrook | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Number of real estate properties | home | 1,512 | |||||||||||||||
Single Family | Acquisition of Additional Homes | VineBrook | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Number of real estate properties | home | 20,750 | |||||||||||||||
Single Family | Acquisition of Additional Homes | Consolidated Properties | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Number of real estate properties | home | 2,573 | |||||||||||||||
Single Family | Acquisition of Additional Homes | Consolidated Properties | VineBrook | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Number of real estate properties | home | 2 | |||||||||||||||
Initial Mortgage | KeyBank N.A | Federal Home Loan Mortgage Corporation (Freddie Mac) Mortgage Loan | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Loans payable to bank | $ | $ 241,400 | |||||||||||||||
Formation Transaction | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Number of real estate properties | property | 4,129 | |||||||||||||||
Business combination, consideration transferred | $ | $ 330,200 | |||||||||||||||
Business combination, acquisition related costs | $ | 6,000 | |||||||||||||||
NexPoint Real Estate Opportunities, LLC | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Proceeds from partnership contribution | $ | 70,700 | |||||||||||||||
VineBrook Contributors | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Proceeds from issuance or sale of equity | $ | $ 8,600 | |||||||||||||||
Common Class A | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
General partners' capital account, units outstanding (in shares) | 20,387,840 | |||||||||||||||
Common stock, shares subscribed but unissued (in shares) | 1,097,367 | |||||||||||||||
Common stock, par value per share (in dollars per share) | $ / shares | $ 0.01 | |||||||||||||||
Proceeds from issuance of Class A common stock | $ | $ 27,400 | $ 0 | $ 174,085 | |||||||||||||
Common Class B | VineBrook Homes Trust, Inc | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 82.80% | |||||||||||||||
Common Class B | VineBrook Homes OP GP, LLC | NexPoint Real Estate Opportunities, LLC | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 11.10% | |||||||||||||||
Common Class C | VineBrook Homes OP GP, LLC | NexPoint Real Estate Strategies Fund | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 0.40% | |||||||||||||||
Limited partners' capital account, units outstanding (in shares) | 91,395 | |||||||||||||||
Common Class C | VineBrook Homes OP GP, LLC | GAF REIT, LLC | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 0.60% | |||||||||||||||
Limited partners' capital account, units outstanding (in shares) | 144,231 | |||||||||||||||
Common Class C | VineBrook Homes OP GP, LLC | VineBrook Contributors | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 5.10% | |||||||||||||||
Limited partners' capital account, units outstanding (in shares) | 1,254,089 | |||||||||||||||
VineBrook Homes OP GP, LLC | Common Class A | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Partners' capital account, unit voting percentage | 50% | 50% | ||||||||||||||
VineBrook Homes OP GP, LLC | Common Class A | VineBrook Contributors | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Increase (decrease) in partners' capital | $ | $ 1,400 | |||||||||||||||
VineBrook Homes OP GP, LLC | Common Class B | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Partners' capital account, unit voting percentage | 50% | 50% | ||||||||||||||
VineBrook Homes OP GP, LLC | Common Class B | NexPoint Real Estate Opportunities, LLC | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Limited partners' capital account, units outstanding (in shares) | 2,738,854 | |||||||||||||||
VineBrook Homes OP GP, LLC | Common Class C | NexPoint Real Estate Strategies Fund | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Limited partners' capital account, units outstanding (in shares) | 91,395 | |||||||||||||||
VineBrook Homes OP GP, LLC | Common Class C | VineBrook Contributors | ||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||
Limited partners' capital account, units outstanding (in shares) | 1,254,089 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 USD ($) segment | Sep. 30, 2022 USD ($) segment | Sep. 30, 2023 USD ($) segment | Sep. 30, 2022 USD ($) segment | Dec. 31, 2022 USD ($) | |
Real Estate Properties [Line Items] | |||||
Due to Manager (see Note 13) | $ 0 | $ 0 | $ 3,110,000 | ||
Accounts payable and other accrued liabilities | 51,407,000 | 51,407,000 | 47,405,000 | ||
Other income | (1,525,000) | $ (2,044,000) | (4,362,000) | $ (4,904,000) | |
Investment income | 101,000 | 0 | 265,000 | 1,339,000 | |
General and administrative expenses | 13,860,000 | 7,074,000 | 36,385,000 | 19,212,000 | |
Impairment of real estate | 39,600,000 | 0 | 66,900,000 | 0 | |
Variable lease payments | $ 3,400,000 | $ 3,000,000 | $ 9,500,000 | $ 7,600,000 | |
Number of reportable segments | segment | 2 | 2 | 2 | 2 | |
Casualty related impairment of real estate | $ 300,000 | $ 3,900,000 | |||
Loss on sales and impairment of real estate, net | (34,654,000) | $ (140,000) | (65,108,000) | $ (86,000) | |
Previously Reported | |||||
Real Estate Properties [Line Items] | |||||
Due from related parties | 1,400,000 | 1,400,000 | |||
Accounts payable and other accrued liabilities | 4,500,000 | 4,500,000 | |||
Other income | 1,300,000 | ||||
General and administrative expenses | 2,700,000 | 7,300,000 | |||
Property general and administrative expenses | 4,400,000 | 11,900,000 | |||
Revision of Prior Period, Reclassification, Adjustment | |||||
Real Estate Properties [Line Items] | |||||
Investment income | 1,300,000 | ||||
Casualty related impairment of real estate | 100,000 | 100,000 | |||
Loss on sales and impairment of real estate, net | 200,000 | 100,000 | |||
Revision of Prior Period, Reclassification, Adjustment | Due From Related Parties | |||||
Real Estate Properties [Line Items] | |||||
Due to Manager (see Note 13) | 1,400,000 | 1,400,000 | |||
Revision of Prior Period, Reclassification, Adjustment | Accounts Payable and Accrued Liabilities | |||||
Real Estate Properties [Line Items] | |||||
Due to Manager (see Note 13) | 4,500,000 | $ 4,500,000 | |||
Cincinnati | Gross Book Value of Portfolio Benchmark | Geographic Concentration Risk | |||||
Real Estate Properties [Line Items] | |||||
Concentration risk, percentage | 10% | ||||
Intangible lease assets | |||||
Real Estate Properties [Line Items] | |||||
Accumulated depreciation and amortization | 5,100,000 | ||||
Amortization | 200,000 | $ 1,700,000 | $ 1,400,000 | $ 4,700,000 | |
Real estate investment property, at cost | 100,000 | $ 100,000 | $ 6,300,000 | ||
Developed Technology | |||||
Real Estate Properties [Line Items] | |||||
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life | 5 years | ||||
VineBrook | |||||
Real Estate Properties [Line Items] | |||||
Due to Manager (see Note 13) | $ 500,000 | $ 500,000 | |||
NexPoint Homes | |||||
Real Estate Properties [Line Items] | |||||
Noncontrolling interest, ownership percentage by parent | 99% | 99% | |||
NexPoint Homes | VineBrook | |||||
Real Estate Properties [Line Items] | |||||
Noncontrolling interest, ownership percentage by parent | 81% | 81% | |||
Series A Preferred Stock | |||||
Real Estate Properties [Line Items] | |||||
Preferred stock, dividend rate, percentage | 6.50% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Estimated Useful Life of Real Estate (Details) | 9 Months Ended |
Sep. 30, 2023 | |
Buildings | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 27 years 6 months |
Improvements and other assets | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 2 years 6 months |
Improvements and other assets | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 15 years |
Acquired improvements and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 1 year |
Acquired improvements and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 8 years |
Intangible lease assets | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 6 months |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Cash and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 |
Accounting Policies [Abstract] | |||
Cash | $ 34,115 | $ 76,751 | $ 92,566 |
Restricted cash | 51,611 | 37,998 | 30,681 |
Total cash and restricted cash | $ 85,726 | $ 114,749 | $ 123,247 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Computation of Basic and Diluted Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator for loss per share: | ||||
Net loss | $ (72,354) | $ (14,621) | $ (213,723) | $ (28,972) |
Less: | ||||
Dividends on and accretion to redemption value of Redeemable Series A preferred stock | 2,207 | 2,226 | 6,621 | 6,654 |
Net loss attributable to stockholders | $ (59,459) | $ (11,840) | $ (175,028) | $ (27,234) |
Denominator for earnings (loss) per share: | ||||
Weighted average common shares outstanding - basic (in shares) | 24,894 | 25,124 | 24,673 | 24,545 |
Weighted average unvested RSUs, PI Units, and OP Units (in shares) | 0 | 0 | 0 | 0 |
Weighted average common shares outstanding - diluted (in shares) | 24,894 | 25,124 | 24,673 | 24,545 |
Earnings (loss) per weighted average common share: | ||||
Basic (in usd per share) | $ (2.39) | $ (0.47) | $ (7.09) | $ (1.11) |
Diluted (in usd per share) | $ (2.39) | $ (0.47) | $ (7.09) | $ (1.11) |
Antidilutive securities excluded from computation of earnings per share (in shares) | 5,108 | 4,375 | 4,808 | 4,325 |
VineBrook | ||||
Less: | ||||
Net loss attributable to redeemable noncontrolling interests | $ (10,853) | $ (1,782) | $ (32,059) | $ (3,976) |
Variable Interest Entity, Primary Beneficiary | ||||
Less: | ||||
Net loss attributable to redeemable noncontrolling interests | (3,684) | (3,112) | (11,691) | (4,303) |
Net loss attributable to noncontrolling interests in consolidated VIEs | $ (565) | $ (113) | $ (1,566) | $ (113) |
Investments in Subsidiaries - A
Investments in Subsidiaries - Additional Information (Details) - Consolidated Properties | Sep. 30, 2023 property | Sep. 30, 2023 home | Dec. 31, 2022 home |
Real Estate Properties [Line Items] | |||
Number of real estate properties | 25,716 | 27,211 | |
Single Family | |||
Real Estate Properties [Line Items] | |||
Number of real estate properties | 25,716 | ||
Single Family | VineBrook | |||
Real Estate Properties [Line Items] | |||
Number of real estate properties | 23,147 | 23,147 | 24,657 |
Single Family | NexPoint Homes | |||
Real Estate Properties [Line Items] | |||
Number of real estate properties | 2,569 | 2,569 | 2,554 |
Investments in Subsidiaries - S
Investments in Subsidiaries - Schedule of Subsidiaries (Details) $ in Thousands | Sep. 30, 2023 USD ($) home | Dec. 31, 2022 USD ($) home |
Real Estate Properties [Line Items] | ||
Long-term debt, gross | $ 2,498,077 | $ 2,615,970 |
SFR OP Convertible Notes | ||
Real Estate Properties [Line Items] | ||
Long-term debt, gross | 102,557 | $ 100,100 |
PNC Loan | ||
Real Estate Properties [Line Items] | ||
Long-term debt, gross | 300 | |
NexPoint Homes | SFR OP Convertible Notes | ||
Real Estate Properties [Line Items] | ||
Unsecured debt | 102,600 | |
Subsidiaries | ||
Real Estate Properties [Line Items] | ||
Debt allocated | $ 2,395,196 | |
Consolidated Properties | ||
Real Estate Properties [Line Items] | ||
Number of real estate properties | home | 25,716 | 27,211 |
Real estate investment property, at cost | $ 3,605,877 | |
NREA VB I, LLC | ||
Real Estate Properties [Line Items] | ||
Number of real estate properties | home | 65 | |
Real estate investment property, at cost | $ 6,099 | |
Debt allocated | $ 4,966 | |
NREA VB I, LLC | VineBrook Homes OP, LP | ||
Real Estate Properties [Line Items] | ||
Noncontrolling interest, ownership percentage by parent | 100% | |
NREA VB II, LLC | ||
Real Estate Properties [Line Items] | ||
Number of real estate properties | home | 166 | |
Real estate investment property, at cost | $ 16,805 | |
Debt allocated | $ 10,596 | |
NREA VB II, LLC | VineBrook Homes OP, LP | ||
Real Estate Properties [Line Items] | ||
Noncontrolling interest, ownership percentage by parent | 100% | |
NREA VB III, LLC | ||
Real Estate Properties [Line Items] | ||
Number of real estate properties | home | 1,318 | |
Real estate investment property, at cost | $ 122,616 | |
Debt allocated | $ 69,966 | |
NREA VB III, LLC | VineBrook Homes OP, LP | ||
Real Estate Properties [Line Items] | ||
Noncontrolling interest, ownership percentage by parent | 100% | |
NREA VB IV, LLC | ||
Real Estate Properties [Line Items] | ||
Number of real estate properties | home | 384 | |
Real estate investment property, at cost | $ 37,965 | |
Debt allocated | $ 23,869 | |
NREA VB IV, LLC | VineBrook Homes OP, LP | ||
Real Estate Properties [Line Items] | ||
Noncontrolling interest, ownership percentage by parent | 100% | |
NREA VB V, LLC | ||
Real Estate Properties [Line Items] | ||
Number of real estate properties | home | 1,827 | |
Real estate investment property, at cost | $ 128,683 | |
Debt allocated | $ 106,525 | |
NREA VB V, LLC | VineBrook Homes OP, LP | ||
Real Estate Properties [Line Items] | ||
Noncontrolling interest, ownership percentage by parent | 100% | |
NREA VB VI, LLC | ||
Real Estate Properties [Line Items] | ||
Number of real estate properties | home | 288 | |
Real estate investment property, at cost | $ 28,060 | |
Debt allocated | $ 18,356 | |
NREA VB VI, LLC | VineBrook Homes OP, LP | ||
Real Estate Properties [Line Items] | ||
Noncontrolling interest, ownership percentage by parent | 100% | |
NREA VB VII, LLC | ||
Real Estate Properties [Line Items] | ||
Number of real estate properties | home | 36 | |
Real estate investment property, at cost | $ 3,200 | |
Debt allocated | $ 2,939 | |
NREA VB VII, LLC | VineBrook Homes OP, LP | ||
Real Estate Properties [Line Items] | ||
Noncontrolling interest, ownership percentage by parent | 100% | |
True FM2017-1, LLC | ||
Real Estate Properties [Line Items] | ||
Number of real estate properties | home | 204 | |
Real estate investment property, at cost | $ 19,335 | |
Debt allocated | $ 9,834 | |
True FM2017-1, LLC | VineBrook Homes OP, LP | ||
Real Estate Properties [Line Items] | ||
Noncontrolling interest, ownership percentage by parent | 100% | |
VB One, LLC | ||
Real Estate Properties [Line Items] | ||
Number of real estate properties | home | 12,767 | |
Real estate investment property, at cost | $ 1,694,581 | |
Debt allocated | $ 1,198,205 | |
VB One, LLC | VineBrook Homes OP, LP | ||
Real Estate Properties [Line Items] | ||
Noncontrolling interest, ownership percentage by parent | 100% | |
VB Two, LLC | ||
Real Estate Properties [Line Items] | ||
Number of real estate properties | home | 1,751 | |
Real estate investment property, at cost | $ 168,433 | |
Debt allocated | $ 116,221 | |
VB Two, LLC | VineBrook Homes OP, LP | ||
Real Estate Properties [Line Items] | ||
Noncontrolling interest, ownership percentage by parent | 100% | |
VB Three, LLC | ||
Real Estate Properties [Line Items] | ||
Number of real estate properties | home | 3,731 | |
Real estate investment property, at cost | $ 535,878 | |
Debt allocated | $ 322,746 | |
VB Three, LLC | VineBrook Homes OP, LP | ||
Real Estate Properties [Line Items] | ||
Noncontrolling interest, ownership percentage by parent | 100% | |
VB Five, LLC | ||
Real Estate Properties [Line Items] | ||
Number of real estate properties | home | 153 | |
Real estate investment property, at cost | $ 17,347 | |
Debt allocated | $ 7,185 | |
VB Five, LLC | VineBrook Homes OP, LP | ||
Real Estate Properties [Line Items] | ||
Noncontrolling interest, ownership percentage by parent | 100% | |
VB Eight, LLC | ||
Real Estate Properties [Line Items] | ||
Number of real estate properties | home | 457 | |
Real estate investment property, at cost | $ 65,402 | |
Debt allocated | $ 30,270 | |
VB Eight, LLC | VineBrook Homes OP, LP | ||
Real Estate Properties [Line Items] | ||
Noncontrolling interest, ownership percentage by parent | 100% | |
NexPoint Homes | ||
Real Estate Properties [Line Items] | ||
Number of real estate properties | home | 2,569 | |
Real estate investment property, at cost | $ 761,473 | |
Noncontrolling interest, ownership percentage by parent | 99% | |
Debt allocated | $ 473,518 | |
NexPoint Homes | VineBrook Homes OP, LP | ||
Real Estate Properties [Line Items] | ||
Noncontrolling interest, ownership percentage by parent | 81% |
Real Estate Assets - Additional
Real Estate Assets - Additional Information (Details) | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 property | Sep. 30, 2023 home | Jan. 17, 2023 USD ($) | Dec. 31, 2022 USD ($) home | Aug. 03, 2022 home | |
Real Estate Properties [Line Items] | |||||||||
Depreciation | $ | $ 31,500,000 | $ 27,000,000 | $ 95,100,000 | $ 64,200,000 | |||||
Asset acquisition prepaid deposit forfeited upon termination of agreement | $ | 41,000,000 | 41,000,000 | |||||||
Impairment of real estate | $ | 39,600,000 | $ 0 | 66,900,000 | $ 0 | |||||
Casualty related impairment of real estate | $ | 300,000 | 3,900,000 | |||||||
Real estate held for sale, net | $ | 171,347,000 | 171,347,000 | $ 3,360,000 | ||||||
VineBrook | |||||||||
Real Estate Properties [Line Items] | |||||||||
Real estate held for sale, net | $ | 171,347,000 | 171,347,000 | 3,360,000 | ||||||
NexPoint Homes | |||||||||
Real Estate Properties [Line Items] | |||||||||
Real estate held for sale, net | $ | $ 0 | $ 0 | $ 0 | ||||||
Disposal Group, Held-for-sale, Not Discontinued Operations | |||||||||
Real Estate Properties [Line Items] | |||||||||
Number of real estate properties | property | 1,739 | ||||||||
Tusk Portfolio | |||||||||
Real Estate Properties [Line Items] | |||||||||
Number of real estate properties | 1,610 | ||||||||
Asset acquisition prepaid deposit forfeited upon termination of agreement | $ | $ 23,300,000 | ||||||||
Siete Portfolio | |||||||||
Real Estate Properties [Line Items] | |||||||||
Number of real estate properties | 1,289 | ||||||||
Asset acquisition prepaid deposit forfeited upon termination of agreement | $ | $ 17,700,000 | ||||||||
Single Family | Discontinued Operations, Disposed of by Sale | VineBrook | |||||||||
Real Estate Properties [Line Items] | |||||||||
Number of real estate properties | 1,732 | ||||||||
Single Family | Acquisition of Additional Homes | VineBrook | |||||||||
Real Estate Properties [Line Items] | |||||||||
Number of real estate properties | 20,750 | ||||||||
Consolidated Properties | |||||||||
Real Estate Properties [Line Items] | |||||||||
Number of real estate properties | 25,716 | 27,211 | |||||||
Consolidated Properties | Single Family | |||||||||
Real Estate Properties [Line Items] | |||||||||
Number of real estate properties | 25,716 | ||||||||
Consolidated Properties | Single Family | VineBrook | |||||||||
Real Estate Properties [Line Items] | |||||||||
Number of real estate properties | 23,147 | 23,147 | 24,657 | ||||||
Consolidated Properties | Single Family | NexPoint Homes | |||||||||
Real Estate Properties [Line Items] | |||||||||
Number of real estate properties | 2,569 | 2,569 | 2,554 | ||||||
Consolidated Properties | Single Family | Discontinued Operations, Disposed of by Sale | |||||||||
Real Estate Properties [Line Items] | |||||||||
Number of real estate properties | 4 | ||||||||
Consolidated Properties | Single Family | Discontinued Operations, Disposed of by Sale | VineBrook | |||||||||
Real Estate Properties [Line Items] | |||||||||
Number of real estate properties | 1,512 | ||||||||
Consolidated Properties | Single Family | Discontinued Operations, Disposed of by Sale | NexPoint Homes | |||||||||
Real Estate Properties [Line Items] | |||||||||
Number of real estate properties | 4 | ||||||||
Consolidated Properties | Single Family | Acquisition of Additional Homes | |||||||||
Real Estate Properties [Line Items] | |||||||||
Number of real estate properties | 2,573 | ||||||||
Consolidated Properties | Single Family | Acquisition of Additional Homes | VineBrook | |||||||||
Real Estate Properties [Line Items] | |||||||||
Number of real estate properties | 2 | ||||||||
Consolidated Properties | Single Family | Acquisition of Additional Homes | NexPoint Homes | |||||||||
Real Estate Properties [Line Items] | |||||||||
Number of real estate properties | 19 |
Real Estate Assets - Schedule o
Real Estate Assets - Schedule of Real Estate Investments (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate [Roll Forward] | |
Gross Real Estate, beginning balance | $ 3,740,215 |
Additions | 109,033 |
Transfers to held for sale | (15,776) |
Write-offs | (6,265) |
Dispositions | (145,599) |
Impairment | (75,731) |
Gross Real Estate, ending balance | 3,605,877 |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation [Roll Forward] | |
Accumulated depreciation and amortization, beginning balance | (171,648) |
Additions | (96,379) |
Transfers to held for sale | 15,776 |
Write-offs | 6,265 |
Dispositions | (75) |
Impairment | 0 |
Accumulated depreciation and amortization, ending balance | (246,061) |
Interest costs capitalized | 7,400 |
Other capitalized costs | 10,700 |
Depreciation and amortization related to assets not classified as real estate investments | 200 |
Portales, NM | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation [Roll Forward] | |
Total casualty impairment | 7,500 |
Insurance recoveries | 7,400 |
Land | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate [Roll Forward] | |
Gross Real Estate, beginning balance | 632,278 |
Additions | 433 |
Transfers to held for sale | (70,203) |
Write-offs | 0 |
Dispositions | 0 |
Impairment | 0 |
Gross Real Estate, ending balance | 562,508 |
Buildings and improvements | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate [Roll Forward] | |
Gross Real Estate, beginning balance | 3,098,258 |
Additions | 108,600 |
Transfers to held for sale | (325,382) |
Write-offs | 0 |
Dispositions | (1,812) |
Impairment | (7,656) |
Gross Real Estate, ending balance | 2,872,008 |
Intangible lease assets | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate [Roll Forward] | |
Gross Real Estate, beginning balance | 6,319 |
Additions | 0 |
Transfers to held for sale | (40) |
Write-offs | (6,265) |
Dispositions | 0 |
Impairment | 0 |
Gross Real Estate, ending balance | 14 |
Real estate held for sale, net | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate [Roll Forward] | |
Gross Real Estate, beginning balance | 3,360 |
Additions | 0 |
Transfers to held for sale | 379,849 |
Write-offs | 0 |
Dispositions | (143,787) |
Impairment | (68,075) |
Gross Real Estate, ending balance | $ 171,347 |
NexPoint Homes Investment (Deta
NexPoint Homes Investment (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |||||
Jun. 08, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | Nov. 01, 2018 | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||||
Payments to acquire interest in subsidiaries and affiliates | $ 0 | $ 47,022 | ||||
Common stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 | ||||
General partners' capital account, units outstanding (in shares) | 24,616,409 | |||||
Long-term debt, gross | $ 2,498,077 | $ 2,615,970 | ||||
NexPoint Homes MetLife Note 1 | ||||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||||
Long-term debt, gross | 238,428 | 233,545 | ||||
NexPoint Homes | NexPoint Homes MetLife Note 1 | ||||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||||
Long-term debt, gross | 238,400 | |||||
NexPoint Homes | NexPoint Homes MetLife Note 1 | Collateralized by Stabilized Properties | ||||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||||
Debt instrument, interest rate, stated percentage | 3.72% | |||||
NexPoint Homes | NexPoint Homes MetLife Note 1 | Collateralized by Non-stabilized Properties | ||||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||||
Debt instrument, interest rate, stated percentage | 4.47% | |||||
NexPoint Homes | ||||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||||
Common stock, par value per share (in dollars per share) | $ 0.01 | |||||
Shares issued, price per share (in dollars per share) | $ 25 | |||||
NexPoint Homes | VineBrook | ||||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||||
Proceeds from issuance of long-term debt | $ 50,000 | |||||
Debt instrument, face amount | $ 50,000 | 19,500 | ||||
Convertible debt | $ 30,500 | |||||
Debt instrument, interest rate, stated percentage | 7.50% | |||||
Common Class A | ||||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||||
Common stock, par value per share (in dollars per share) | $ 0.01 | |||||
General partners' capital account, units outstanding (in shares) | 20,387,840 | |||||
Common Class A | VineBrook Homes OP GP, LLC | ||||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||||
Partners' capital account, unit voting percentage | 50% | 50% | ||||
Common Class B | VineBrook Homes OP GP, LLC | ||||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||||
Partners' capital account, unit voting percentage | 50% | 50% | ||||
NexPoint Homes | ||||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||||
Noncontrolling interest, ownership percentage by parent | 99% | |||||
NexPoint Homes | VineBrook | ||||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||||
Noncontrolling interest, ownership percentage by parent | 81% | |||||
NexPoint Homes | VineBrook | ||||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||||
Payments to acquire interest in subsidiaries and affiliates | $ 50,000 | |||||
NexPoint Homes | Common Class A | VineBrook | ||||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||||
Investment owned (in shares) | 2,000,000 | |||||
NexPoint SFR Operating Partnership, L.P. | NexPoint Homes | ||||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||||
Payments to acquire interest in subsidiaries and affiliates | $ 50,000 | |||||
General partners' capital account, units outstanding (in shares) | 2,000,000 | |||||
The Ensign Notes | ||||||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | ||||||
Equity method investments | $ 100,800 |
Investments, at Fair Value (Det
Investments, at Fair Value (Details) - USD ($) | 9 Months Ended | ||
Nov. 22, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | |
Schedule of Investments [Line Items] | |||
Investments, at fair value | $ 2,500,000 | $ 2,500,000 | |
Vesta Ventures Fund I, LP | |||
Schedule of Investments [Line Items] | |||
Investments, at fair value | $ 2,500,000 | ||
Investments, at fair value, term | 7 years | ||
Unrealized gain (loss) on investments | $ 0 |
Debt - Additional Information (
Debt - Additional Information (Details) $ in Thousands | 2 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||||
Jul. 31, 2023 USD ($) extension | Jul. 30, 2023 | Jul. 01, 2023 | Apr. 19, 2023 USD ($) | Dec. 28, 2022 USD ($) | Mar. 01, 2021 USD ($) | Jun. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Jul. 26, 2023 USD ($) | Jul. 07, 2023 USD ($) | Apr. 17, 2023 USD ($) | Jan. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||||||
Long-term debt, gross | $ 2,498,077 | $ 2,498,077 | $ 2,615,970 | |||||||||||||
Credit facilities proceeds received | 13,750 | $ 1,115,000 | ||||||||||||||
Write off of deferred debt issuance cost | 200 | $ 2,500 | 300 | 3,500 | ||||||||||||
VineBrook Homes, LLC | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Long-term debt, gross | 1,922,002 | 1,922,002 | $ 2,048,616 | |||||||||||||
NexPoint Homes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Long-term debt, gross | 576,100 | 576,100 | ||||||||||||||
Interest Expense | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Amortization of debt issuance costs | $ 2,800 | $ 2,300 | $ 7,800 | $ 5,600 | ||||||||||||
Interest Rate Swap and Cap | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt, weighted average interest rate | 2.2219% | 2.2219% | ||||||||||||||
Derivative, notional amount | $ 1,500,000 | $ 1,500,000 | ||||||||||||||
New York Fed 30-Day Average SOFR | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, basis spread on variable rate | 0.1145% | |||||||||||||||
Debt, Without Effect of Derivative Financial Instruments | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt, weighted average interest rate | 7.0931% | 7.0931% | 6.0684% | |||||||||||||
Debt, Including Effect of Derivative Financial Instruments | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt, weighted average interest rate | 5.1984% | 5.1984% | 4.9101% | |||||||||||||
JPM Facility | VineBrook Homes, LLC | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Long-term debt, gross | $ 322,746 | $ 322,746 | $ 320,000 | |||||||||||||
Debt instrument, interest rate | 8.16% | 8.16% | ||||||||||||||
JPM Facility | JP Morgan | VB Three, LLC | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 500,000 | $ 350,000 | ||||||||||||||
Line of credit facility, remaining borrowing capacity | $ 27,300 | $ 27,300 | ||||||||||||||
JPM Facility | JP Morgan | VB Three, LLC | London Interbank Offered Rate (LIBOR) | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, basis spread on variable rate | 2.75% | |||||||||||||||
JPM Facility | JP Morgan | VB Three, LLC | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, basis spread on variable rate | 2.85% | |||||||||||||||
Bridge Facility III | VineBrook Homes, LLC | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Long-term debt, gross | $ 30,270 | $ 30,270 | 75,000 | |||||||||||||
Debt instrument, interest rate | 10.32% | 10.32% | ||||||||||||||
Bridge Facility III | Raymond James Bank | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Long-term debt, gross | $ 18,200 | $ 18,200 | ||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 100,000 | |||||||||||||||
Credit facilities proceeds received | $ 25,000 | $ 75,000 | ||||||||||||||
Line of credit facility, increased borrowing capacity | $ 25,000 | |||||||||||||||
Repayments of debt | $ 69,700 | |||||||||||||||
Bridge Facility III | Raymond James Bank | Maximum Outstanding Principal, Tranche One | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit facility, maximum outstanding amount allowed | 66,700 | |||||||||||||||
Bridge Facility III | Raymond James Bank | Maximum Outstanding Principal, Tranche Three | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit facility, maximum outstanding amount allowed | 20,000 | |||||||||||||||
Bridge Facility III | Raymond James Bank | Maximum Outstanding Principal, Tranche Two | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit facility, maximum outstanding amount allowed | $ 40,000 | |||||||||||||||
Bridge Facility III | Raymond James Bank | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, basis spread on variable rate | 3% | |||||||||||||||
Warehouse Facility | VineBrook Homes, LLC | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Long-term debt, gross | $ 850,000 | $ 1,198,205 | $ 1,198,205 | 1,270,000 | ||||||||||||
Debt instrument, interest rate | 7.97% | 7.97% | ||||||||||||||
Warehouse Facility | KeyBank N.A | VB One, LLC | Line of Credit | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, extension term | 6 months | 12 months | ||||||||||||||
Debt instrument, number of extensions | extension | 2 | |||||||||||||||
PNC Loan I | VineBrook Homes, LLC | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Long-term debt, gross | $ 45 | $ 45 | 0 | |||||||||||||
Debt instrument, interest rate | 3.59% | 3.59% | ||||||||||||||
PNC Loan II | VineBrook Homes, LLC | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Long-term debt, gross | $ 81 | $ 81 | 0 | |||||||||||||
Debt instrument, interest rate | 3.70% | 3.70% | ||||||||||||||
PNC Loan III | VineBrook Homes, LLC | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Long-term debt, gross | $ 198 | $ 198 | $ 0 | |||||||||||||
Debt instrument, interest rate | 3.69% | 3.69% |
Debt - Summary of Debt (Details
Debt - Summary of Debt (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2023 | Jul. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||
Accumulated amortization, debt issuance costs | $ 20,803 | $ 12,995 | |
Long-term debt, gross | 2,498,077 | 2,615,970 | |
Debt premium, net | 324 | 378 | |
Debt financing costs, net | (10,877) | (15,119) | |
Debt payable, net | $ 2,487,524 | 2,601,229 | |
LIBOR rate | 5.3166% | ||
Daily SOFR rate | 5.31% | ||
Term SOFR rate | 5.319% | ||
VineBrook Homes, LLC | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 1,922,002 | 2,048,616 | |
Initial Mortgage | VineBrook Homes, LLC | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 237,217 | 240,408 | |
Debt instrument, interest rate | 6.98% | ||
Warehouse Facility | VineBrook Homes, LLC | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 1,198,205 | $ 850,000 | 1,270,000 |
Debt instrument, interest rate | 7.97% | ||
Commitment fee (as a percent) | 0.10% | ||
JPM Facility | VineBrook Homes, LLC | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 322,746 | 320,000 | |
Debt instrument, interest rate | 8.16% | ||
Bridge Facility III | VineBrook Homes, LLC | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 30,270 | 75,000 | |
Debt instrument, interest rate | 10.32% | ||
MetLife Note | VineBrook Homes, LLC | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 116,221 | 124,279 | |
Debt instrument, interest rate | 3.25% | ||
TrueLane Mortgage | VineBrook Homes, LLC | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 9,834 | 10,143 | |
Debt instrument, interest rate | 5.35% | ||
Crestcore II Note | VineBrook Homes, LLC | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 3,970 | 4,651 | |
Debt instrument, interest rate | 5.12% | ||
Crestcore IV Note | VineBrook Homes, LLC | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 3,215 | 4,135 | |
Debt instrument, interest rate | 5.12% | ||
PNC Loan I | VineBrook Homes, LLC | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 45 | 0 | |
Debt instrument, interest rate | 3.59% | ||
PNC Loan II | VineBrook Homes, LLC | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 81 | 0 | |
Debt instrument, interest rate | 3.70% | ||
PNC Loan III | VineBrook Homes, LLC | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 198 | 0 | |
Debt instrument, interest rate | 3.69% | ||
NexPoint Homes MetLife Note 1 | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 238,428 | 233,545 | |
Debt instrument, interest rate | 3.76% | ||
NexPoint Homes MetLife Note 2 | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 174,590 | 171,209 | |
Debt instrument, interest rate | 5.44% | ||
NexPoint Homes KeyBank Facility | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 60,500 | 62,500 | |
Debt instrument, interest rate | 8.02% | ||
SFR OP Convertible Notes | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 102,557 | $ 100,100 | |
Debt instrument, interest rate | 7.50% |
Debt - Aggregate Scheduled Matu
Debt - Aggregate Scheduled Maturities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
2023 | $ 122,688 | |
2024 | 259,361 | |
2025 | 1,145,292 | |
2026 | 439,368 | |
2027 | 515,997 | |
Thereafter | 15,371 | |
Total | 2,498,077 | $ 2,615,970 |
Warehouse Facility | Line of Credit | ||
Debt Instrument [Line Items] | ||
2023 | 91,700 | |
2024 | $ 256,500 |
Fair Value of Derivatives and_3
Fair Value of Derivatives and Financial Instruments - Additional Information (Details) $ in Thousands | 9 Months Ended | ||
Apr. 13, 2022 USD ($) | Sep. 30, 2023 USD ($) instrument | Sep. 30, 2022 USD ($) | |
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Interest rate cap premium paid | $ 0 | $ 12,673 | |
Interest rate swaps | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Number of derivative contracts | instrument | 13 | ||
Derivative, notional amount | $ 1,200,000 | ||
Derivative, average fixed interest rate | 2.3994% | ||
Interest rate cap premium paid | $ 12,700 | ||
Interest rate swaps | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Derivative, variable interest rate | 0.1145% | ||
Interest rate caps | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Derivative, notional amount | $ 300,000 | ||
Interest rate caps | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Derivative, basis spread on variable rate | 1.50% |
Fair Value of Derivatives and_4
Fair Value of Derivatives and Financial Instruments - Outstanding Interest Rate Swaps Designated as Cash Flow Hedges (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Derivatives, Fair Value [Line Items] | |
Daily SOFR rate | 5.31% |
Interest Rate Swap Effective July 1, 2019 | Designated as Hedging Instrument | |
Derivatives, Fair Value [Line Items] | |
Notional | $ 100,000 |
Fixed Rate | 1.629% |
First Interest Rate Swap Effective September 1, 2019 | Designated as Hedging Instrument | |
Derivatives, Fair Value [Line Items] | |
Notional | $ 100,000 |
Fixed Rate | 1.418% |
Second Interest Rate Swap Effective September 1, 2019 | Designated as Hedging Instrument | |
Derivatives, Fair Value [Line Items] | |
Notional | $ 50,000 |
Fixed Rate | 1.419% |
Interest Rate Swap Effective February 3, 2020 | Designated as Hedging Instrument | |
Derivatives, Fair Value [Line Items] | |
Notional | $ 50,000 |
Fixed Rate | 1.279% |
Interest Rate Swap Effective March 2, 2020 | Designated as Hedging Instrument | |
Derivatives, Fair Value [Line Items] | |
Notional | $ 20,000 |
Fixed Rate | 0.914% |
Interest rate swaps | |
Derivatives, Fair Value [Line Items] | |
Notional | $ 1,200,000 |
Derivative, average fixed interest rate | 2.3994% |
Interest rate swaps | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |
Derivatives, Fair Value [Line Items] | |
Derivative, variable interest rate | 0.1145% |
Interest rate swaps | Designated as Hedging Instrument | |
Derivatives, Fair Value [Line Items] | |
Notional | $ 320,000 |
Fixed Rate | 1.4309% |
First Interest Rate Swap Effective March 31, 2022 | Designated as Hedging Instrument | |
Derivatives, Fair Value [Line Items] | |
Notional | $ 100,000 |
Fixed Rate | 1.511% |
Second Interest Rate Swap Effective March 31, 2022 | Designated as Hedging Instrument | |
Derivatives, Fair Value [Line Items] | |
Notional | $ 100,000 |
Fixed Rate | 1.919% |
Third Interest Rate Swap Effective March 31, 2022 | Designated as Hedging Instrument | |
Derivatives, Fair Value [Line Items] | |
Notional | $ 50,000 |
Fixed Rate | 2.441% |
First Interest Rate Swap Effective June 1, 2022 | Designated as Hedging Instrument | |
Derivatives, Fair Value [Line Items] | |
Notional | $ 100,000 |
Fixed Rate | 2.6284% |
Second Interest Rate Swap Effective June 1, 2022 | Designated as Hedging Instrument | |
Derivatives, Fair Value [Line Items] | |
Notional | $ 100,000 |
Fixed Rate | 2.9413% |
Third Interest Rate Swap Effective June 1, 2022 | Designated as Hedging Instrument | |
Derivatives, Fair Value [Line Items] | |
Notional | $ 100,000 |
Fixed Rate | 2.79% |
First Interest Rate Swap Effective July 1, 2022 | Designated as Hedging Instrument | |
Derivatives, Fair Value [Line Items] | |
Notional | $ 100,000 |
Fixed Rate | 2.686% |
First Interest Rate Swap Effective April 3, 2023 | Designated as Hedging Instrument | |
Derivatives, Fair Value [Line Items] | |
Notional | $ 250,000 |
Fixed Rate | 3.5993% |
Derivatives Effective for 2022 | Designated as Hedging Instrument | |
Derivatives, Fair Value [Line Items] | |
Notional | $ 900,000 |
Fixed Rate | 2.7438% |
Fair Value of Derivatives and_5
Fair Value of Derivatives and Financial Instruments - Derivatives Not Designated as Hedges (Details) - Interest rate caps - USD ($) $ in Thousands | Sep. 30, 2023 | Apr. 13, 2022 |
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Derivative, notional amount | $ 300,000 | |
Not Designated as Hedging Instrument | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Derivative, notional amount | $ 300,000 | |
Strike Rate | 1.50% | |
Not Designated as Hedging Instrument | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Derivative, variable interest rate | 5.319% |
Fair Value of Derivatives and_6
Fair Value of Derivatives and Financial Instruments - Derivative Financial Instruments Classification (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||||
Asset Derivatives | $ 75,694 | $ 75,694 | $ 70,813 | ||
Interest rate swaps | Designated as Hedging Instrument | |||||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||||
Asset Derivatives | 55,540 | 55,540 | 49,244 | ||
Liability Derivatives | 0 | 0 | 0 | ||
Derivative, gain (loss) on derivative, net | 163 | $ 29,356 | 6,297 | $ 54,866 | |
Interest rate caps | Not Designated as Hedging Instrument | |||||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||||
Asset Derivatives | 20,154 | 20,154 | 21,569 | ||
Liability Derivatives | 0 | 0 | 0 | ||
Derivative, gain (loss) on derivative, net | (639) | 7,694 | (1,386) | 9,765 | |
Interest Rate Derivative | |||||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||||
Asset Derivatives | 75,694 | 75,694 | 70,813 | ||
Liability Derivatives | 0 | 0 | $ 0 | ||
Derivative, gain (loss) on derivative, net | $ (476) | $ 37,050 | $ 4,911 | $ 64,631 |
Fair Value of Derivatives and_7
Fair Value of Derivatives and Financial Instruments - Summary of Estimated Fair Value of Debt (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt | $ 2,498,077,000 | $ 2,615,970,000 |
Carrying Value | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt | 2,498,077,000 | 2,615,970,000 |
Estimated Fair Value | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt | $ 2,405,126 | $ 2,515,475,000 |
Fair Value of Derivatives and_8
Fair Value of Derivatives and Financial Instruments - Summary of Held For Sale Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Real estate held for sale - impaired | $ 105,443 | $ 49,041 | $ 1,949 |
Portales, NM | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Real estate held for sale - impaired | 38,100 | ||
Total casualty impairment | 7,500 | ||
Insurance recoveries | 7,400 | ||
Level 1 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Real estate held for sale - impaired | 0 | 0 | 0 |
Level 2 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Real estate held for sale - impaired | 0 | 0 | 0 |
Level 3 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Real estate held for sale - impaired | $ 105,443 | $ 49,041 | $ 1,949 |
Stockholders' Equity- Additiona
Stockholders' Equity- Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||||||||||
Jul. 31, 2023 | Apr. 11, 2023 | Feb. 17, 2022 | Feb. 15, 2021 | May 11, 2020 | Dec. 10, 2019 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jul. 11, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Stock issued during period, discount rate, dividend reinvestment plan | 0.03 | 0.03 | ||||||||||
DRIP shares issued (in shares) | 4,064,923 | |||||||||||
DRIP reinvestment | $ 12.5 | $ 220.1 | ||||||||||
Preferred stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||
Series B Preferred Stock | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Preferred stock, dividend rate, percentage | 9.50% | |||||||||||
Preferred stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||
Series B Preferred Stock | Private Stock Offering | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Issuance of Redeemable Series B preferred stock (in shares) | 2,458,240 | |||||||||||
Preferred stock, dividend rate, percentage | 9.50% | |||||||||||
Preferred stock, par value per share (in dollars per share) | $ 0.01 | |||||||||||
Proceeds from issuance of stock | $ 63.7 | |||||||||||
Payments of stock issuance costs | 2.9 | |||||||||||
Reserve amount with bank | $ 20 | |||||||||||
The 2018 Long-Term Incentive Plan | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Common stock, capital shares reserved for future issuance (in shares) | 426,307 | 426,307 | ||||||||||
Yearly increase in number of shares authorized, percentage of outstanding common stock | 10% | 10% | ||||||||||
The 2023 Long-Term Incentive Plan | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Common stock, capital shares reserved for future issuance (in shares) | 1,000,000 | |||||||||||
Yearly increase in number of shares authorized, percentage of outstanding common stock | 10% | |||||||||||
Restricted Stock Units (RSUs) | The 2018 Long-Term Incentive Plan | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Granted, number of RSUs (in shares) | 186,770 | 185,111 | 191,506 | 179,858 | 73,700 | 186,770 | ||||||
Restricted Stock Units (RSUs) | The 2018 Long-Term Incentive Plan | General and Administrative Expense | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Share-based payment arrangement expense | $ 1.3 | $ 0.9 | $ 3.4 | $ 2.6 | ||||||||
Restricted Stock Units (RSUs) | The 2018 Long-Term Incentive Plan | Share-Based Payment Arrangement, Employee | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Award vesting period | 4 years | |||||||||||
Restricted Stock Units (RSUs) | The 2018 Long-Term Incentive Plan | Share-Based Payment Arrangement, Employee | Vesting Ratably Over Four Years | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Award vesting period | 4 years | 4 years | 4 years | 4 years | ||||||||
Award vesting rights, percentage | 50% | 50% | 50% | 50% | ||||||||
Restricted Stock Units (RSUs) | The 2018 Long-Term Incentive Plan | Share-Based Payment Arrangement, Employee | Vesting Upon Successful Completion of Initial Public Offering | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Award vesting rights, percentage | 50% | 50% | 50% | 50% | ||||||||
Restricted Stock Units (RSUs) | The 2018 Long-Term Incentive Plan | Share-Based Payment Arrangement, Nonemployee | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Award vesting period | 1 year |
Stockholders' Equity - Number o
Stockholders' Equity - Number of RSUs Outstanding (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |||||
Apr. 11, 2023 | Feb. 17, 2022 | Feb. 15, 2021 | May 11, 2020 | Dec. 10, 2019 | Sep. 30, 2023 | |
Value | ||||||
Net asset value per share (in dollars per share) | $ 60.23 | |||||
Equity-based compensation (in shares) | 60,177 | |||||
Restricted Stock Units (RSUs) | The 2018 Long-Term Incentive Plan | ||||||
Number of RSUs | ||||||
Number of units outstanding at the beginning of the period (in shares) | 488,326 | |||||
Granted (in shares) | 186,770 | 185,111 | 191,506 | 179,858 | 73,700 | 186,770 |
Vested (in shares) | (74,138) | |||||
Forfeited (in shares) | 0 | |||||
Number of units outstanding at the end of the period (in shares) | 600,958 | |||||
Value | ||||||
Units outstanding at the beginning of the period | $ 19,943 | |||||
Granted | 11,774 | |||||
Vested | (3,122) | |||||
Forfeited | 0 | |||||
Units outstanding at the end of the period | $ 28,595 | |||||
Net asset value per share (in dollars per share) | $ 63.04 | $ 54.14 | $ 36.56 | $ 30.82 | $ 29.85 |
Stockholders' Equity - Vesting
Stockholders' Equity - Vesting Schedule of RSUs (Details) - Restricted Stock Units (RSUs) - The 2018 Long-Term Incentive Plan | Sep. 30, 2023 shares |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
PI Units Vesting (in shares) | 600,958 |
Vesting December 10, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
PI Units Vesting (in shares) | 18,426 |
Vesting February 15, 2024 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
PI Units Vesting (in shares) | 22,591 |
Vesting February 17, 2024 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
PI Units Vesting (in shares) | 22,019 |
Vesting April 11, 2024 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
PI Units Vesting (in shares) | 30,286 |
Vesting May 11, 2024 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
PI Units Vesting (in shares) | 21,217 |
Vesting February 14, 2025 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
PI Units Vesting (in shares) | 22,591 |
Vesting February 17, 2025 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
PI Units Vesting (in shares) | 22,019 |
Vesting April 11, 2025 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
PI Units Vesting (in shares) | 22,355 |
Vesting February 17, 2026 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
PI Units Vesting (in shares) | 22,019 |
Vesting April 11, 2026 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
PI Units Vesting (in shares) | 22,355 |
Vesting April 11, 2027 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
PI Units Vesting (in shares) | 22,355 |
Vesting Upon Successful Completion of Initial Public Offering | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
PI Units Vesting (in shares) | 352,726 |
Noncontrolling Interests - Addi
Noncontrolling Interests - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||||
Aug. 03, 2023 | Feb. 22, 2023 | Aug. 10, 2022 | May 31, 2021 | Nov. 30, 2020 | May 11, 2020 | Nov. 21, 2019 | Apr. 19, 2019 | May 31, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | Nov. 01, 2018 | |
Noncontrolling Interest [Line Items] | |||||||||||||||||
General partners' capital account, units outstanding (in shares) | 24,616,409 | 24,616,409 | |||||||||||||||
Common stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||
Variable Interest Entity, Primary Beneficiary | NexPoint Homes | |||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||
Common stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 | |||||||||||||||
PI Units | The 2018 Long-Term Incentive Plan | |||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||
Granted (in shares) | 79,304 | 27,849 | 246,169 | 11,764 | 219,826 | 80,399 | 40,000 | 555,192 | |||||||||
PI Units | The 2018 Long-Term Incentive Plan | Vesting Ratably Over Four Years | |||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||
Award vesting period | 5 years | 5 years | 4 years | 4 years | |||||||||||||
Award vesting rights, percentage | 100% | 50% | |||||||||||||||
PI Units | The 2018 Long-Term Incentive Plan | Vesting Upon Successful Completion of Initial Public Offering | |||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||
Granted (in shares) | 229,241 | ||||||||||||||||
Award vesting rights, percentage | 100% | 50% | |||||||||||||||
Share-based payment arrangement expense | $ 3 | $ 0.7 | $ 4.9 | $ 2.1 | |||||||||||||
PI Units | The 2018 Long-Term Incentive Plan | Minimum | |||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||
Award vesting period | 2 years | ||||||||||||||||
PI Units | The 2018 Long-Term Incentive Plan | Maximum | |||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||
Award vesting period | 4 years | ||||||||||||||||
PI Units | The 2023 Long-Term Incentive Plan | |||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||
Granted (in shares) | 475,888 | ||||||||||||||||
Award vesting rights, percentage | 100% | ||||||||||||||||
VineBrook Homes OP GP, LLC | NexPoint SFR Operating Partnership, L.P. | |||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||
Limited partners' capital account, units outstanding (in shares) | 4,607,192 | 4,607,192 | |||||||||||||||
Series A Preferred Stock | |||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||
Preferred stock, dividend rate, percentage | 6.50% | ||||||||||||||||
Series B Preferred Stock | |||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||
Preferred stock, dividend rate, percentage | 9.50% | ||||||||||||||||
Common Class A | |||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||
General partners' capital account, units outstanding (in shares) | 20,387,840 | 20,387,840 | |||||||||||||||
Common stock, par value per share (in dollars per share) | $ 0.01 | ||||||||||||||||
Common Class A | VineBrook Homes OP GP, LLC | |||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||
Partners' capital account, unit voting percentage | 50% | 50% | 50% | ||||||||||||||
Common Class B | VineBrook Homes OP GP, LLC | |||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||
Partners' capital account, unit voting percentage | 50% | 50% | 50% | ||||||||||||||
Common Class B | NexPoint Real Estate Opportunities, LLC | VineBrook Homes OP GP, LLC | |||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||
Limited partners' capital account, units outstanding (in shares) | 2,738,854 | 2,738,854 | |||||||||||||||
Common Class C | NexPoint Real Estate Strategies Fund | VineBrook Homes OP GP, LLC | |||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||
Limited partners' capital account, units outstanding (in shares) | 91,395 | 91,395 | |||||||||||||||
Common Class C | NexPoint Real Estate Capital, LLC | VineBrook Homes OP GP, LLC | |||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||
Limited partners' capital account, units outstanding (in shares) | 144,231 | 144,231 | |||||||||||||||
Common Class C | VineBrook Contributors | VineBrook Homes OP GP, LLC | |||||||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||||||
Limited partners' capital account, units outstanding (in shares) | 1,254,089 | 1,254,089 |
Noncontrolling Interests - Sche
Noncontrolling Interests - Schedule of Redeemable Noncontrolling Interests (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Variable Interest Entity, Not Primary Beneficiary | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |
Noncontrolling interests, beginning balance | $ 112,972 |
Net loss attributable to redeemable noncontrolling interests | (11,691) |
Contributions by redeemable noncontrolling interests | 1,949 |
Distributions to redeemable noncontrolling interests | (2,550) |
Adjustment to reflect redemption value of redeemable noncontrolling interests | 4,733 |
Noncontrolling interests, ending balance | 105,413 |
VineBrook Homes OP GP, LLC | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |
Noncontrolling interests, beginning balance | 240,647 |
Net loss attributable to redeemable noncontrolling interests | (32,059) |
Contributions by redeemable noncontrolling interests | 23,284 |
Distributions to redeemable noncontrolling interests | (4,770) |
Redemptions by redeemable noncontrolling interests in the OP | 0 |
Equity-based compensation | 4,896 |
Other comprehensive income attributable to redeemable noncontrolling interests in the OP | 943 |
Adjustment to reflect redemption value of redeemable noncontrolling interests | 21,746 |
Noncontrolling interests, ending balance | $ 254,687 |
Noncontrolling Interests - Numb
Noncontrolling Interests - Number of PI Units Outstanding (Details) - PI Units - The 2018 Long-Term Incentive Plan - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | ||||||||
Aug. 03, 2023 | Feb. 22, 2023 | Aug. 10, 2022 | May 31, 2021 | Nov. 30, 2020 | May 11, 2020 | Nov. 21, 2019 | Apr. 19, 2019 | Sep. 30, 2023 | |
Number of Units | |||||||||
Number of units outstanding at the beginning of the period (in shares) | 430,102 | ||||||||
Granted (in shares) | 79,304 | 27,849 | 246,169 | 11,764 | 219,826 | 80,399 | 40,000 | 555,192 | |
Vested (in shares) | (63,196) | ||||||||
Forfeited (in shares) | (1,269) | ||||||||
Number of units outstanding at the end of the period (in shares) | 920,829 | ||||||||
Value | |||||||||
Units outstanding at the beginning of the period | $ 16,286 | ||||||||
Granted | 34,328 | ||||||||
Vested | (2,328) | ||||||||
Forfeited | (80) | ||||||||
Units outstanding at the end of the period | $ 48,206 | ||||||||
Weighted average grant date fair value (in dollars per share) | $ 61.63 | $ 63.04 | $ 61.74 | $ 38.29 | $ 33.45 | $ 30.16 | $ 29.12 | $ 27.88 |
Noncontrolling Interests - Vest
Noncontrolling Interests - Vesting Schedule for the PI Units (Details) - PI Units - The 2018 Long-Term Incentive Plan - shares | 9 Months Ended | |||||||
Feb. 22, 2023 | Aug. 10, 2022 | May 31, 2021 | Nov. 30, 2020 | May 11, 2020 | Nov. 21, 2019 | Apr. 19, 2019 | Sep. 30, 2023 | |
Noncontrolling Interest [Line Items] | ||||||||
PI Units Vesting (in shares) | 920,829 | |||||||
Granted (in shares) | 79,304 | 27,849 | 246,169 | 11,764 | 219,826 | 80,399 | 40,000 | 555,192 |
Vesting November 1, 2023 | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
PI Units Vesting (in shares) | 7,200 | |||||||
Vesting November 21, 2023 | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
PI Units Vesting (in shares) | 18,425 | |||||||
Vesting November 30, 2023 | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
PI Units Vesting (in shares) | 1,470 | |||||||
Vesting February 22, 2024 | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
PI Units Vesting (in shares) | 15,544 | |||||||
Vesting March 30, 2024 | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
PI Units Vesting (in shares) | 29,831 | |||||||
Vesting April 25, 2024 | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
PI Units Vesting (in shares) | 5,171 | |||||||
Vesting May 11, 2024 | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
PI Units Vesting (in shares) | 27,478 | |||||||
Vesting May 27, 2024 | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
PI Units Vesting (in shares) | 398 | |||||||
Vesting November 30, 2024 | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
PI Units Vesting (in shares) | 1,470 | |||||||
Vesting February 22, 2025 | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
PI Units Vesting (in shares) | 15,544 | |||||||
Vesting March 30, 2025 | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
PI Units Vesting (in shares) | 29,831 | |||||||
Vesting April 25, 2025 | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
PI Units Vesting (in shares) | 5,171 | |||||||
Vesting May 27, 2025 | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
PI Units Vesting (in shares) | 398 | |||||||
Vesting February 22, 2026 | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
PI Units Vesting (in shares) | 15,544 | |||||||
Vesting February 28, 2026 | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
PI Units Vesting (in shares) | 475,888 | |||||||
Vesting April 25, 2026 | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
PI Units Vesting (in shares) | 5,171 | |||||||
Vesting May 27, 2026 | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
PI Units Vesting (in shares) | 398 | |||||||
Vesting February 22, 2027 | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
PI Units Vesting (in shares) | 15,544 | |||||||
Vesting April 25, 2027 | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
PI Units Vesting (in shares) | 5,171 | |||||||
Vesting May 27, 2027 | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
PI Units Vesting (in shares) | 398 | |||||||
Vesting February 22, 2028 | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
PI Units Vesting (in shares) | 15,544 | |||||||
Vesting Upon Successful Completion of Initial Public Offering or Change in Control | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
PI Units Vesting (in shares) | 229,241 | |||||||
Granted (in shares) | 229,241 |
Noncontrolling Interests - Cons
Noncontrolling Interests - Consolidated Shares and OP Units Outstanding (Details) - shares | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Noncontrolling Interest [Line Items] | ||||
Common stock, outstanding (in shares) | 24,615,364 | 24,615,364 | ||
VineBrook Homes OP GP, LLC | ||||
Noncontrolling Interest [Line Items] | ||||
Capital units outstanding (in shares) | 29,120,098 | 28,777,358 | 28,624,685 | |
VineBrook Homes Trust, Inc | VineBrook Homes OP GP, LLC | ||||
Noncontrolling Interest [Line Items] | ||||
Common stock, outstanding (in shares) | 24,891,529 | 24,894,319 | 24,769,760 | |
Holders of OP Units | VineBrook Homes OP GP, LLC | ||||
Noncontrolling Interest [Line Items] | ||||
Limited partners' capital account, units outstanding (in shares) | 4,228,569 | 3,883,039 | 3,854,925 |
Noncontrolling Interests - Sc_2
Noncontrolling Interests - Schedule of Noncontrolling Interests (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |
Redemptions by noncontrolling interests in consolidated VIEs | $ (4) |
Variable Interest Entity, Not Primary Beneficiary | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |
Noncontrolling interests, beginning balance | 112,972 |
Noncontrolling interests, ending balance | 105,413 |
Variable Interest Entity, Not Primary Beneficiary | NexPoint Homes | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |
Noncontrolling interests, beginning balance | 6,906 |
Net loss attributable to noncontrolling interests in consolidated VIEs | (1,566) |
Contributions from noncontrolling interests in consolidated VIEs | 7,771 |
Distributions to noncontrolling interests in consolidated VIEs | (321) |
Noncontrolling interests, ending balance | $ 12,786 |
Redeemable Series A Preferred_3
Redeemable Series A Preferred Stock - Additional Information (Details) - Series A Preferred Stock | Sep. 30, 2023 $ / shares shares |
Preferred Units [Line Items] | |
Preferred shares issued (in shares) | shares | 5,000,000 |
Preferred stock, redemption price per share (in dollars per share) | $ / shares | $ 25 |
Redeemable Series A Preferred_4
Redeemable Series A Preferred Stock - Schedule of Redeemable Series A Preferred Stock (Details) - Series B Preferred Stock - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Number of Units | ||
Issuance of Class A common stock (in shares) | 2,548,240 | 2,548,240 |
Series A Preferred Stock | ||
Number of Units | ||
Redeemable Series A preferred stock, beginning balance (in shares) | 5,000,000 | |
Issuance of Class A common stock (in shares) | 0 | |
Redeemable Series A preferred stock, ending balance (in shares) | 5,000,000 | 5,000,000 |
Balances | ||
Redeemable Series A preferred stock, beginning balance | $ 121,662 | |
Issuance of Redeemable Series A Preferred Stock | 0 | |
Issuance costs related to Redeemable Series A Preferred Stock | (140) | |
Net income attributable to Redeemable Series A preferred stockholders | 6,094 | |
Dividends declared to Redeemable Series A preferred stockholders | (6,094) | |
Accretion to redemption value | 527 | |
Redeemable Series A preferred stock, ending balance | $ 122,049 | $ 122,049 |
Income Taxes (Details)
Income Taxes (Details) | Sep. 30, 2023 USD ($) |
Income Tax Disclosure [Abstract] | |
Unrecognized tax benefits | $ 0 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | 3 Months Ended | 9 Months Ended | |||||
Jun. 08, 2022 | Sep. 30, 2023 USD ($) loan | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) loan | Sep. 30, 2022 USD ($) | Aug. 03, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Related Party Transaction [Line Items] | |||||||
Advisory fees | $ 5,637,000 | $ 4,313,000 | $ 16,285,000 | $ 11,243,000 | |||
Due to Manager (see Note 13) | 0 | 0 | $ 3,110,000 | ||||
Accrued interest payable | 22,060,000 | 22,060,000 | 14,945,000 | ||||
The REIT | |||||||
Related Party Transaction [Line Items] | |||||||
Due to Manager (see Note 13) | 100,000 | 100,000 | |||||
VineBrook | |||||||
Related Party Transaction [Line Items] | |||||||
Due to Manager (see Note 13) | 500,000 | 500,000 | |||||
NexPoint Homes | |||||||
Related Party Transaction [Line Items] | |||||||
Due to Manager (see Note 13) | 500,000 | 500,000 | |||||
NexPoint Homes | SFR OP Convertible Notes | |||||||
Related Party Transaction [Line Items] | |||||||
Unsecured debt | 102,600,000 | 102,600,000 | |||||
Accrued interest payable | 5,600,000 | 5,600,000 | |||||
NexPoint SFR Operating Partnership, L.P. | |||||||
Related Party Transaction [Line Items] | |||||||
Due to Manager (see Note 13) | $ 100,000 | $ 100,000 | |||||
Minimum | Private Placement | |||||||
Related Party Transaction [Line Items] | |||||||
Equity offering, fee to investors, percentage of gross investor equity | 0.50% | 0.50% | |||||
Maximum | Private Placement | |||||||
Related Party Transaction [Line Items] | |||||||
Equity offering, fee to investors, percentage of gross investor equity | 3% | 3% | |||||
Maximum | Private Placement | Sales Through Raymond James | |||||||
Related Party Transaction [Line Items] | |||||||
Equity offering, offering and organization expenses charged to investors, percentage of gross equity offering | 0.50% | 0.50% | |||||
Maximum | Private Placement | Sales Through Other Placement Agents | |||||||
Related Party Transaction [Line Items] | |||||||
Equity offering, offering and organization expenses charged to investors, percentage of gross equity offering | 1% | 1% | |||||
NexPoint Real Estate Advisors V, L.P. | |||||||
Related Party Transaction [Line Items] | |||||||
Advisory agreement, advisory fee, annualized rate of gross asset value | 0.75% | 0.75% | |||||
Advisory agreement, expense cap, percentage of average total assets | 1.50% | 1.50% | |||||
Advisory fees | $ 5,600,000 | 4,300,000 | $ 16,300,000 | 11,200,000 | |||
Internalization fee, factor to multiply by 12 months prior fee | 3 | 3 | |||||
Termination fee, factor to multiply by 12 months prior fee | 3 | 3 | |||||
Advisory agreement, notice of termination period | 180 days | ||||||
Accrued Advisory Fees Payable | $ 15,200,000 | $ 15,200,000 | |||||
NexPoint Real Estate Advisors V, L.P. | NexPoint Homes | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction percentage of fee | 0.75% | ||||||
Related party transaction, adviser fee percentage | 0.0025 | ||||||
Related party transaction, amounts of transaction | 900,000 | 1,800,000 | |||||
Related party transaction, amount of waived fees | 0 | 900,000 | |||||
Accrued Advisory Fees Payable | 1,800,000 | $ 1,800,000 | |||||
VineBrook Homes, LLC | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of property acquired during month | 1% | ||||||
Construction fee monthly in arears, maximum percentage of construction costs | 10% | ||||||
Construction fee monthly in arrears, maximum amount | 1,000 | $ 1,000 | |||||
Maximum EBITDA derived from fees | $ 1,000,000 | $ 1,000,000 | |||||
Maximum percentage of combined equity value for management fees | 0.50% | 0.50% | |||||
Managements agreements, manager cash cap | 25% | 25% | |||||
Related party transaction, amounts of transaction | $ 4,611,000 | 18,973,000 | $ 42,859,000 | 52,325,000 | |||
VineBrook Homes, LLC | Manager Cash Cap Rebate | |||||||
Related Party Transaction [Line Items] | |||||||
Due from related parties | $ 0 | $ 400,000 | $ 0 | $ 400,000 | |||
VineBrook Homes, LLC | Fee Advances | |||||||
Related Party Transaction [Line Items] | |||||||
Due from related parties | $ 0 | 0 | |||||
VineBrook Homes, LLC | Backstop Loans | |||||||
Related Party Transaction [Line Items] | |||||||
Due from related parties | 700,000 | 700,000 | |||||
VineBrook Homes, LLC | Annual Collected Rental Revenue up to and Including 45 Million | |||||||
Related Party Transaction [Line Items] | |||||||
Property management fee monthly in arrears, maximum percentage of collected rental revenue | 8% | 8% | |||||
VineBrook Homes, LLC | Annual Collected Rental Revenue Between 45 Million and 65 Million | |||||||
Related Party Transaction [Line Items] | |||||||
Property management fee monthly in arrears, maximum percentage of collected rental revenue | 7% | 7% | |||||
VineBrook Homes, LLC | Annual Collected Rental Revenue Between 65 Million and 85 Million | |||||||
Related Party Transaction [Line Items] | |||||||
Property management fee monthly in arrears, maximum percentage of collected rental revenue | 6% | 6% | |||||
VineBrook Homes, LLC | Annual Collected Rental Revenue Above 85 Million | |||||||
Related Party Transaction [Line Items] | |||||||
Property management fee monthly in arrears, maximum percentage of collected rental revenue | 5% | 5% | |||||
The Manager | Various Expenses Paid By the Manager on Behalf of OP | |||||||
Related Party Transaction [Line Items] | |||||||
Due to Manager (see Note 13) | $ 2,100,000 | $ 3,100,000 | |||||
Affiliates of the Advisor | NexPoint Homes | |||||||
Related Party Transaction [Line Items] | |||||||
Contributions from noncontrolling interests in consolidated VIEs | $ 115,000,000 | ||||||
Affiliates of the Advisor | NexPoint Homes | SFR OP Convertible Notes | |||||||
Related Party Transaction [Line Items] | |||||||
Number of debt instruments | loan | 5 | 5 | |||||
Debt instrument, interest rate, stated percentage | 7.50% | 7.50% | |||||
HomeSource Operations, LLC | NexPoint Homes | |||||||
Related Party Transaction [Line Items] | |||||||
Financing receivable, before allowance for credit loss | $ 4,800,000 | $ 4,800,000 | |||||
Nonvoting interest percentage | 9.99% | 9.99% | |||||
Interest receivable | $ 1,400,000 | $ 1,400,000 | |||||
HomeSource Operations, LLC | NexPoint Homes | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||||
Related Party Transaction [Line Items] | |||||||
Notes receivable variable interest rate | 2% | ||||||
NexPoint Homes Manager | NexPoint Homes | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction, amounts of transaction | 600,000 | $ 1,600,000 | |||||
Related party transaction, amounts of transaction expensed during the period | 400,000 | 700,000 | |||||
Related party transaction, amounts of transaction capitalized | $ 200,000 | $ 900,000 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions (Details) - VineBrook Homes, LLC - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Related Party Transaction [Line Items] | ||||
Related party transaction, amounts of transaction | $ 4,611 | $ 18,973 | $ 42,859 | $ 52,325 |
Property management fees | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, amounts of transaction | 1,182 | 3,249 | 10,326 | 9,691 |
Acquisition fees | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, amounts of transaction | 0 | 3,650 | 4 | 9,705 |
Construction supervision fees | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, amounts of transaction | 311 | 4,562 | 7,590 | 12,182 |
Payroll and benefits | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, amounts of transaction | 2,908 | 6,997 | 23,339 | 19,465 |
Other reimbursements | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, amounts of transaction | $ 210 | $ 515 | $ 1,600 | $ 1,282 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Oct. 12, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Damages sought | $ 13 |
Segment Information - Additiona
Segment Information - Additional Information (Details) - segment | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting [Abstract] | ||||
Number of reportable segments | 2 | 2 | 2 | 2 |
Segment Information - Schedule
Segment Information - Schedule of Segment Reporting Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | |||||
Revenues | $ 88,735 | $ 73,638 | $ 263,483 | $ 186,920 | |
Expenses | 125,163 | 85,651 | 368,968 | 213,676 | |
Net loss | (72,354) | (14,621) | (213,723) | (28,972) | |
Assets | |||||
Gross operating real estate investments | 3,434,530 | 3,434,530 | $ 3,736,855 | ||
Accumulated depreciation and amortization | (246,061) | (246,061) | (171,648) | ||
Total net operating real estate investments | 3,188,469 | 3,188,469 | 3,565,207 | ||
Real estate held for sale, net | 171,347 | 171,347 | 3,360 | ||
Total net real estate investments | 3,359,816 | 3,359,816 | 3,568,567 | ||
Other assets | 225,456 | 225,456 | 268,170 | ||
Goodwill | 19,268 | 19,268 | 0 | ||
TOTAL ASSETS | 3,604,540 | 3,604,540 | 3,836,737 | ||
Liabilities | |||||
Debt payable, net | 2,487,524 | 2,487,524 | 2,601,229 | ||
Other liabilities | 148,345 | 148,345 | 131,993 | ||
Total Liabilities | 2,635,869 | 2,635,869 | 2,733,222 | ||
VineBrook | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 76,357 | 64,587 | 226,742 | 176,623 | |
Expenses | 104,392 | 72,432 | 305,671 | 196,217 | |
Net loss | (63,746) | (10,453) | (186,893) | (21,810) | |
Assets | |||||
Gross operating real estate investments | 2,673,057 | 2,673,057 | 2,985,314 | ||
Accumulated depreciation and amortization | (212,298) | (212,298) | (155,957) | ||
Total net operating real estate investments | 2,460,759 | 2,460,759 | 2,829,357 | ||
Real estate held for sale, net | 171,347 | 171,347 | 3,360 | ||
Total net real estate investments | 2,632,106 | 2,632,106 | 2,832,717 | ||
Other assets | 179,694 | 179,694 | 219,885 | ||
Goodwill | 19,268 | 19,268 | 0 | ||
TOTAL ASSETS | 2,831,068 | 2,831,068 | 3,052,602 | ||
Liabilities | |||||
Debt payable, net | 1,913,382 | 1,913,382 | 2,035,991 | ||
Other liabilities | 119,266 | 119,266 | 115,169 | ||
Total Liabilities | 2,032,648 | 2,032,648 | 2,151,160 | ||
NexPoint Homes | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 12,378 | 9,051 | 36,741 | 10,297 | |
Expenses | 20,771 | 13,219 | 63,297 | 17,459 | |
Net loss | (8,608) | $ (4,168) | (26,830) | $ (7,162) | |
Assets | |||||
Gross operating real estate investments | 761,473 | 761,473 | 751,541 | ||
Accumulated depreciation and amortization | (33,763) | (33,763) | (15,691) | ||
Total net operating real estate investments | 727,710 | 727,710 | 735,850 | ||
Real estate held for sale, net | 0 | 0 | 0 | ||
Total net real estate investments | 727,710 | 727,710 | 735,850 | ||
Other assets | 45,762 | 45,762 | 48,285 | ||
Goodwill | 0 | 0 | 0 | ||
TOTAL ASSETS | 773,472 | 773,472 | 784,135 | ||
Liabilities | |||||
Debt payable, net | 574,142 | 574,142 | 565,238 | ||
Other liabilities | 29,079 | 29,079 | 16,824 | ||
Total Liabilities | $ 603,221 | $ 603,221 | $ 582,062 |
Internalization of the Manage_2
Internalization of the Manager - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Aug. 03, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Business Acquisition [Line Items] | |||||
Business combination, acquisition related costs | $ 917 | $ 0 | $ 917 | $ 0 | |
The Manager | |||||
Business Acquisition [Line Items] | |||||
Business combination, consideration transferred | $ 20,300 | ||||
Business combination, acquisition related costs | $ 900 | $ 900 |
Internalization of the Manage_3
Internalization of the Manager - Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Aug. 03, 2023 | Sep. 30, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | |||
Goodwill | $ 19,268 | $ 0 | |
The Manager | |||
Business Acquisition [Line Items] | |||
Cash | $ 2,632 | ||
Restricted cash | 98 | ||
Other assets | 7,682 | ||
Intangible assets | 3,500 | ||
Goodwill | 19,268 | ||
Accounts payable and other liabilities | (12,437) | ||
Fair value of acquired net assets | 20,743 | ||
Business combination, consideration transferred | 20,300 | ||
Closing adjustments included in preliminary purchase price allocation | $ 400 |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||
Nov. 06, 2023 home $ / shares | Oct. 20, 2023 $ / shares | Oct. 16, 2023 $ / shares | Oct. 10, 2023 $ / shares | Sep. 19, 2023 $ / shares | Nov. 06, 2023 USD ($) home | Nov. 07, 2023 USD ($) | Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2022 $ / shares | Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2022 USD ($) $ / shares | Oct. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Subsequent Event [Line Items] | |||||||||||||
Net proceeds from sales of real estate | $ | $ 148,300 | $ 7,931 | |||||||||||
Debt payable, net | $ | $ 2,487,524 | $ 2,487,524 | $ 2,601,229 | ||||||||||
Common stock dividends declared (in usd per share) | $ 0.5301 | $ 0.5301 | $ 1.5903 | $ 1.5903 | |||||||||
Net asset value per share (in dollars per share) | $ 60.23 | $ 60.23 | |||||||||||
DRIP issuance, discount to NAV | 3% | ||||||||||||
Series A Preferred Unit | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Preferred stock, dividends per share, declared (in dollars per share) | $ 0.40625 | ||||||||||||
Series B Preferred Unit | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Preferred stock, dividends per share, declared (in dollars per share) | $ 0.40243 | ||||||||||||
Subsequent Event | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Net proceeds from sales of real estate | $ | $ 57,100 | ||||||||||||
Common stock dividends declared (in usd per share) | $ 0.5301 | ||||||||||||
Common Stock, Dividends, Per Share, Cash Paid | $ 0.5301 | ||||||||||||
Subsequent Event | Series A Preferred Unit | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Preferred Stock, Dividends, Per Share, Cash Paid | $ 0.40625 | ||||||||||||
Preferred stock, dividends per share, declared (in dollars per share) | $ 0.40625 | ||||||||||||
Subsequent Event | Series B Preferred Unit | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Preferred Stock, Dividends, Per Share, Cash Paid | $ 0.40243 | ||||||||||||
Preferred stock, dividends per share, declared (in dollars per share) | $ 0.59375 | ||||||||||||
Subsequent Event | Warehouse Facility | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Repayments of debt | $ | $ 46,700 | ||||||||||||
Debt payable, net | $ | $ 1,200,000 | ||||||||||||
Subsequent Event | Bridge Facility III | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Repayments of debt | $ | $ 6,200 | ||||||||||||
Debt payable, net | $ | $ 25,100 | ||||||||||||
VineBrook | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt payable, net | $ | $ 1,913,382 | $ 1,913,382 | $ 2,035,991 | ||||||||||
Discontinued Operations, Disposed of by Sale | VineBrook | Subsequent Event | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of real estate properties | home | 607 | 607 |