UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q
(Mark One)
x |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2015
OR
o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 001-36663
NexPoint Residential Trust, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland |
|
47-1881359 |
(State or other Jurisdiction of Incorporation or Organization |
|
(I.R.S. Employer Identification No.) |
300 Crescent Court, Suite 700, Dallas, Texas |
|
75201 |
(Address or Principal Executive Offices) |
|
(Zip Code) |
(972) 628-4100
(Telephone Number, Including Area Code)
None
(Former name, former address or former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation ST (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a nonaccelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b2 of the Exchange Act.
Large Accelerated Filer |
o |
|
Accelerated Filer |
o |
NonAccelerated Filer |
x |
(Do not check if a smaller reporting company) |
Smaller reporting company |
o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b2 of the Exchange Act). Yes o No x
As of May 7, 2015, the registrant had 21,405,244 common shares outstanding.
NEXPOINT RESIDENTIAL TRUST, INC.
Form 10-Q
March 31, 2015
TABLE OF CONTENTS
PART I—FINANCIAL INFORMATION |
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Item 1. |
1 |
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Combined Consolidated Balance Sheets as of March 31, 2015 (Unaudited) and December 31, 2014 |
1 |
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2 |
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3 |
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Combined Consolidated Unaudited Statement of Equity for the Three Months Ended March 31, 2015 |
5 |
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Notes to Combined Consolidated Unaudited Financial Statements |
6 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
24 |
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Item 3. |
32 |
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Item 4. |
33 |
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PART II—OTHER INFORMATION |
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Item 1. |
34 |
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Item 1A. |
34 |
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds. |
34 |
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Item 3. |
34 |
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Item 4. |
34 |
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Item 5. |
34 |
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Item 6. |
34 |
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35 |
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i
Cautionary Statement Regarding Forward-Looking Statements
This quarterly report contains forward-looking statements that are subject to risks and uncertainties. In particular, statements relating to our liquidity and capital resources, the performance of our properties and results of operations contain forward-looking statements. Furthermore, all of the statements regarding future financial performance (including market conditions and demographics) are forward-looking statements. We caution investors that any forward-looking statements presented in quarterly report are based on management’s beliefs and assumptions made by, and information currently available to, management. When used, the words “anticipate,” “believe,” “expect,” “intend,” “may,” “might,” “plan,” “estimate,” “project,” “should,” “will,” “would,” “result” and similar expressions that do not relate solely to historical matters are intended to identify forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans or intentions.
Forward-looking statements are subject to risks, uncertainties and assumptions and may be affected by known and unknown risks, trends, uncertainties and factors that are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. We caution you therefore against relying on any of these forward-looking statements.
Some of the risks and uncertainties that may cause our actual results, performance, liquidity or achievements to differ materially from those expressed or implied by forward-looking statements include, among others, the following:
· |
unfavorable changes in market and economic conditions in the United States and globally and in the specific markets where our properties are located; |
· |
risks associated with ownership of real estate; |
· |
limited ability to dispose of assets because of the relative illiquidity of real estate investments; |
· |
the risk that we may fail to consummate our pending property acquisitions; |
· |
intense competition in the real estate market that, combined with low residential mortgage rates that could encourage potential renters to purchase residences rather than lease them, may limit our ability to acquire or lease and re-lease property or increase or maintain rent; |
· |
failure of acquisitions and development projects to yield anticipated results; |
· |
risks associated with our strategy for acquiring value-enhancement multifamily properties, which involves greater risks than more conservative investment strategies; |
· |
the lack of experience of NexPoint Real Estate Advisors, L.P. (our “Adviser”) in operating under the constraints imposed by REIT requirements; |
· |
loss of key personnel; |
· |
the risk that we may not replicate the historical results achieved by other entities managed or sponsored by affiliates of our Adviser, members of our Adviser’s management team or by Highland Capital Management (our “Sponsor”) or its affiliates; |
· |
risks associated with our Adviser’s ability to terminate the Advisory Agreement; |
· |
our ability to change our major policies, operations and targeted investments without stockholder consent; |
· |
substantial fees and expenses we will pay to our Adviser and its affiliates; |
· |
risks associated with the potential internalization of our management functions; |
· |
the risk that we may compete with other entities affiliated with our Sponsor or property manager for tenants; |
· |
conflicts of interest and competing demands for time faced by our Adviser, our Sponsor and their officers and employees; |
· |
our dependence on information systems; |
· |
lack of or insufficient amounts of insurance; |
· |
contingent or unknown liabilities related to properties or businesses that we have acquired or may acquire; |
· |
high costs associated with the investigation or remediation of environmental contamination, including asbestos, lead-based paint, chemical vapor, subsurface contamination and mold growth; |
· |
the risk that our environmental assessments may not identify all potential environmental liabilities and our remediation actions may be insufficient; |
ii
· |
high costs associated with the compliance with various accessibility, environmental, building and health and safety laws and regulations, such as the ADA and FHA; |
· |
risks associated with our high concentrations of investments in the Southeastern United States and Texas; |
· |
risks associated with limited warranties we may obtain when purchasing properties; |
· |
exposure to decreases in market rents due to our short-term leases; |
· |
risks associated with operating through joint ventures and funds; |
· |
potential reforms to Fannie Mae and Freddie Mac; |
· |
risks associated with our reduced public company reporting requirements as an “emerging growth company”; |
· |
costs associated with being a public company, including compliance with securities laws; |
· |
risks associated with breaches of our data security; |
· |
the risk that our business could be adversely impacted if there are deficiencies in our disclosure controls and procedures or internal control over financial reporting; |
· |
risks associated with our substantial current indebtedness and indebtedness we may incur in the future; |
· |
risks associated with derivatives or hedging activity; |
· |
the risk that we may be unable to achieve some or all of the benefits that we expect to achieve from the spin-off; |
· |
failure to qualify as or to maintain our status as a REIT; |
· |
compliance with REIT requirements, which may limit our ability to hedge our liabilities effectively and cause us to forgo otherwise attractive opportunities, liquidate certain of our investments or incur tax liabilities; |
· |
failure of our operating partnership to qualify as a partnership for federal income tax purposes, causing us to fail to qualify for or to maintain REIT status; |
· |
the ineligibility of dividends payable by REITs for the reduced tax rates available for some dividends; |
· |
risks associated with the stock ownership restrictions of the Code for REITs and the stock ownership limit imposed by our charter; |
· |
the ability of the NXRT board to revoke our REIT qualification without stockholder approval; |
· |
potential legislative or regulatory tax changes or other actions affecting REITs; |
· |
risks associated with the market for our common stock and the general volatility of the capital and credit markets; |
· |
failure to generate sufficient cash flows to service our outstanding indebtedness or pay distributions at expected levels; |
· |
risks associated with our ability to issue additional debt or equity securities in the future; |
· |
risks associated with limitations of liability for and our indemnification of our directors and officers; or |
· |
any of the other risks included under the heading “Risk Factors,” in our Registration Statement on Form 10, as amended (Registration No. 001-36663), which was declared effective on March 18, 2015. |
While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. They are based on estimates and assumptions only as of the date of this quarterly report. We undertake no obligation to update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes, except as required by law.
iii
PART I – FINANCIAL INFORMATION
NEXPOINT RESIDENTIAL TRUST, INC. AND PREDECESSOR
COMBINED CONSOLIDATED BALANCE SHEETS
|
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March 31, 2015 |
|
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December 31, 2014 |
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|
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(Unaudited) |
|
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(Predecessor) |
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ASSETS |
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Operating Real Estate Investments |
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|
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Land (including from VIEs of $156,150,000 and $127,740,000, respectively) |
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$ |
157,730,000 |
|
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$ |
129,320,000 |
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Buildings and improvements (including from VIEs of $611,372,378 and $479,936,656, respectively) |
|
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619,741,634 |
|
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488,292,528 |
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Intangible lease assets (including from VIEs of $9,432,000 and $17,594,000, respectively) |
|
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9,432,000 |
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|
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17,884,000 |
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Construction in progress (including from VIEs of $9,009,458 and $6,530,212, respectively) |
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9,060,566 |
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|
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6,530,212 |
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Furniture, fixtures, and equipment (including from VIEs of $10,954,789 and $7,853,753, respectively) |
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11,406,368 |
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8,287,107 |
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Total Gross Operating Real Estate Investments |
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807,370,568 |
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650,313,847 |
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Accumulated depreciation and amortization (including from VIEs of $20,057,871 and $21,109,832, respectively) |
|
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(20,515,228 |
) |
|
|
(21,787,940 |
) |
Total Net Operating Real Estate Investments |
|
|
786,855,340 |
|
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|
628,525,907 |
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Cash and cash equivalents (including from VIEs of $29,205,190 and $11,868,779, respectively) |
|
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31,923,332 |
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12,661,535 |
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Restricted cash (including from VIEs of $59,744,979 and $47,192,578, respectively) |
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60,546,240 |
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47,817,342 |
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Accounts receivable (including from VIEs of $1,546,744 and $1,134,869, respectively) |
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1,602,394 |
|
|
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1,151,225 |
|
Prepaid and other assets (including from VIEs of $3,137,716 and $2,545,660, respectively) |
|
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3,177,632 |
|
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2,568,933 |
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Deferred financing costs, net (including from VIEs of $5,484,552 and $4,535,381, respectively) |
|
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5,647,715 |
|
|
|
4,632,429 |
|
TOTAL ASSETS |
|
$ |
889,752,653 |
|
|
$ |
697,357,371 |
|
|
|
|
|
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|
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LIABILITIES AND EQUITY |
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Mortgages payable (including from VIEs of $602,717,060 and $480,976,130, respectively) |
|
$ |
611,117,060 |
|
|
$ |
486,976,130 |
|
Accounts payable and other accrued liabilities (including from VIEs of $3,985,069 and $5,512,955, respectively) |
|
|
4,053,780 |
|
|
|
5,642,297 |
|
Accrued real estate taxes payable (including from VIEs of $2,561,376 and $3,692,468, respectively) |
|
|
2,602,968 |
|
|
|
3,858,836 |
|
Accrued interest payable (including from VIEs of $1,229,084 and $1,006,420, respectively) |
|
|
1,246,393 |
|
|
|
1,030,962 |
|
Security deposit liability (including from VIEs of $1,497,188 and $1,484,004, respectively) |
|
|
1,528,417 |
|
|
|
1,513,431 |
|
Prepaid rents (including from VIEs of $1,293,984 and $760,046, respectively) |
|
|
1,304,947 |
|
|
|
791,810 |
|
Due to affiliates (including from VIEs of $ and $20,000, respectively) |
|
|
— |
|
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|
20,000 |
|
Total Liabilities |
|
|
621,853,565 |
|
|
|
499,833,466 |
|
Invested Equity |
|
|
— |
|
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|
176,549,066 |
|
NexPoint Residential Trust, Inc. stockholders' equity: |
|
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Preferred Stock: 100,000,000 shares authorized and 0 shares issued at par value $0.01 |
|
|
— |
|
|
|
— |
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Common Stock: 500,000,000 shares authorized and 21,405,244 shares issued at par value $0.01 |
|
|
214,052 |
|
|
|
— |
|
Additional paid in capital |
|
|
240,947,572 |
|
|
|
— |
|
Accumulated deficit |
|
|
— |
|
|
|
— |
|
Accumulated other comprehensive loss |
|
|
(575,618 |
) |
|
|
(305,860 |
) |
Noncontrolling interests |
|
|
27,313,082 |
|
|
|
21,280,699 |
|
Total Equity |
|
|
267,899,088 |
|
|
|
197,523,905 |
|
TOTAL LIABILITIES AND EQUITY |
|
$ |
889,752,653 |
|
|
$ |
697,357,371 |
|
|
|
|
|
|
|
|
|
|
See Notes to Combined Consolidated Financial Statements
1
NEXPOINT RESIDENTIAL TRUST, INC. AND PREDECESSOR
COMBINED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE LOSS
(UNAUDITED)
|
|
For the Three Months Ended March 31, |
|
|||||
|
|
2015 |
|
|
2014 |
|
||
|
|
(Predecessor) |
|
|
(Predecessor) |
|
||
Revenues |
|
|
|
|
|
|
|
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Rental income |
|
$ |
22,690,537 |
|
|
$ |
3,560,203 |
|
Other |
|
|
2,846,933 |
|
|
|
416,782 |
|
Total revenues |
|
|
25,537,470 |
|
|
|
3,976,985 |
|
Expenses |
|
|
|
|
|
|
|
|
Property operating expenses |
|
|
7,319,301 |
|
|
|
1,037,751 |
|
Acquisition costs |
|
|
1,931,601 |
|
|
|
1,894,896 |
|
Real estate taxes and insurance |
|
|
3,377,919 |
|
|
|
532,581 |
|
Property management fees (related party) |
|
|
758,814 |
|
|
|
122,624 |
|
Management and administrative fees (related party) |
|
|
1,276,687 |
|
|
|
108,199 |
|
Property general and administrative expenses |
|
|
1,146,558 |
|
|
|
155,014 |
|
Depreciation and amortization |
|
|
11,610,290 |
|
|
|
2,011,191 |
|
Total expenses |
|
|
27,421,170 |
|
|
|
5,862,256 |
|
Operating loss |
|
|
(1,883,700 |
) |
|
|
(1,885,271 |
) |
Interest expense |
|
|
(4,008,849 |
) |
|
|
(737,570 |
) |
Net loss |
|
|
(5,892,549 |
) |
|
|
(2,622,841 |
) |
Net loss attributable to noncontrolling interests |
|
|
(493,696 |
) |
|
|
(318,030 |
) |
Net loss attributable to invested equity |
|
$ |
(5,398,853 |
) |
|
$ |
(2,304,811 |
) |
Other comprehensive loss |
|
|
|
|
|
|
|
|
Net losses related to interest rate cap valuations |
|
|
(269,758 |
) |
|
|
— |
|
Total comprehensive loss |
|
|
(6,162,307 |
) |
|
|
(2,622,841 |
) |
Comprehensive loss attributable to noncontrolling interest |
|
|
(517,999 |
) |
|
|
(318,030 |
) |
Comprehensive loss attributable to invested equity |
|
$ |
(5,644,308 |
) |
|
$ |
(2,304,811 |
) |
|
|
|
|
|
|
|
|
|
Loss per share: Basic and diluted (See Footnote 2) |
|
|
— |
|
|
|
— |
|
See Notes to Combined Consolidated Financial Statements
2
NEXPOINT RESIDENTIAL TRUST, INC. AND PREDECESSOR
COMBINED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
|
For the Three Months Ended March 31, |
|
|||||
|
|
2015 |
|
|
2014 |
|
||
|
|
(Predecessor) |
|
|
(Predecessor) |
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||
Cash flows from operating activities |
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(5,892,549 |
) |
|
$ |
(2,622,841 |
) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
11,610,290 |
|
|
|
2,011,191 |
|
Amortization of deferred financing fees |
|
|
306,596 |
|
|
|
25,440 |
|
Change in fair value on derivative instruments included in interest expense |
|
|
115,529 |
|
|
|
204,903 |
|
Changes in operating assets and liabilities, net of effects of acquisitions: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(451,171 |
) |
|
|
(273,928 |
) |
Prepaid and other assets |
|
|
(537,381 |
) |
|
|
(68,207 |
) |
Restricted cash |
|
|
(273,451 |
) |
|
|
(1,527,435 |
) |
Accounts payable and other accrued liabilities |
|
|
(3,738,478 |
) |
|
|
1,276,654 |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
|
|
1,139,385 |
|
|
|
(974,223 |
) |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
Change in restricted cash |
|
|
(12,455,447 |
) |
|
|
(4,847,032 |
) |
Additions to operating real estate investments |
|
|
(6,821,354 |
) |
|
|
(679,412 |
) |
Acquisitions of operating real estate investments |
|
|
(143,695,084 |
) |
|
|
(147,029,766 |
) |
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(162,971,885 |
) |
|
|
(152,556,210 |
) |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
Mortgage proceeds received |
|
|
106,386,933 |
|
|
|
118,320,000 |
|
Mortgage payments |
|
|
(246,003 |
) |
|
|
— |
|
Deferred financing fees paid |
|
|
(1,321,883 |
) |
|
|
(1,232,819 |
) |
Interest rate cap fees paid |
|
|
(242,240 |
) |
|
|
(505,369 |
) |
Due to affiliates |
|
|
(20,000 |
) |
|
|
— |
|
Contributions from noncontrolling interest |
|
|
6,526,079 |
|
|
|
5,115,648 |
|
Contributions |
|
|
70,011,411 |
|
|
|
36,410,946 |
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
181,094,297 |
|
|
|
158,108,406 |
|
|
|
|
|
|
|
|
|
|
Net increase in cash |
|
|
19,261,797 |
|
|
|
4,577,973 |
|
|
|
|
|
|
|
|
|
|
Cash, beginning of period |
|
|
12,661,535 |
|
|
|
189,868 |
|
|
|
|
|
|
|
|
|
|
Cash, end of period |
|
$ |
31,923,332 |
|
|
$ |
4,767,841 |
|
|
|
|
|
|
|
|
|
|
See Notes to Combined Consolidated Financial Statements
3
NEXPOINT RESIDENTIAL TRUST, INC. AND PREDECESSOR
COMBINED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Supplemental Disclosure of Cash Flow Information |
|
|
|
|
|
|
|
|
Interest paid |
|
$ |
3,371,293 |
|
|
$ |
752,006 |
|
Supplemental Disclosure of Noncash Investing and Financing Activities |
|
|
|
|
|
|
|
|
Capitalized construction costs included in accounts payable and other accrued liabilities |
|
|
734,367 |
|
|
|
232,377 |
|
Change in fair value on hedging derivative instruments |
|
|
269,758 |
|
|
|
— |
|
Liabilities assumed from acquisitions |
|
|
903,280 |
|
|
|
795,251 |
|
Other assets acquired from acquisitions |
|
|
214,365 |
|
|
|
275,016 |
|
Assumed debt on acquisitions of operating real estate investments |
|
|
18,000,000 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
See Notes to Combined Consolidated Financial Statements
4
NEXPOINT RESIDENTIAL TRUST, INC. AND PREDECESSOR
COMBINED CONSOLIDATED STATEMENT OF EQUITY
(UNAUDITED)
|
|
Preferred Stock |
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Number of |
|
|
Par |
|
|
Number of |
|
|
Par |
|
|
Additional Paid |
|
|
Accumulated Deficit |
|
|
Accumulated Other Comprehensive Loss |
|
|
Invested Equity |
|
|
Noncontrolling Interest |
|
|
Total |
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, December 31, 2014 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
(305,860 |
) |
|
$ |
176,549,066 |
|
|
$ |
21,280,699 |
|
|
$ |
197,523,905 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
70,011,411 |
|
|
|
6,526,079 |
|
|
|
76,537,490 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
(269,758 |
) |
|
|
— |
|
|
|
— |
|
|
|
(269,758 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5,398,853 |
) |
|
|
(493,696 |
) |
|
|
(5,892,549 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange of predecessor invested equity for common stock |
|
|
— |
|
|
|
— |
|
|
|
21,405,244 |
|
|
|
214,052 |
|
|
|
240,947,572 |
|
|
|
— |
|
|
|
— |
|
|
|
(241,161,624 |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, March 31, 2015 |
|
|
— |
|
|
$ |
— |
|
|
|
21,405,244 |
|
|
$ |
214,052 |
|
|
$ |
240,947,572 |
|
|
$ |
— |
|
|
$ |
(575,618 |
) |
|
$ |
— |
|
|
$ |
27,313,082 |
|
|
$ |
267,899,088 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Notes to Combined Consolidated Financial Statements
5
NEXPOINT RESIDENTIAL TRUST, INC. AND PREDECESSOR
NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS
1. Organization and Description of Business
NexPoint Residential Trust, Inc. (the “Company”, “we”, “our”) was incorporated on September 19, 2014, and intends to elect to be taxed as a real estate investment trust (“REIT”) focused on “value-add” multifamily investments primarily located in the Southwestern and Southeastern United States. Substantially all of the Company’s business will be conducted through NexPoint Residential Trust Operating Partnership, L.P. (the “OP”). The Company’s subsidiary, NexPoint Residential Trust Operating Partnership GP, LLC is the sole general partner of the OP. The sole limited partner of the OP is the Company.
The Company began operations on March 31, 2015 as a result of the transfer and contribution by NexPoint Credit Strategies Fund ("NHF") of all but one of the multifamily properties owned by NHF through its subsidiary Freedom REIT, LLC ("Freedom REIT"). NHF is a publicly listed closed-end fund that was formed on June 29, 2006 and is managed by NexPoint Advisors, L.P. ("NexPoint Advisors"), an SEC-registered investment adviser and affiliate of Highland Capital Management, L.P. and our advisor. We use the term “predecessor" to mean the carve out business of the entities that owned all or a majority interest in the multifamily properties transferred or contributed to the Company by NHF. On March 31, 2015, NHF distributed all of the outstanding shares of the Company's common stock held by NHF to holders of NHF common shares. We refer to the distribution of our common stock by NHF as the "Spin-Off." The combined consolidated financial statements represent the operations and activities of the predecessor until the Spin-Off. The Company recorded the assets and liabilities associated with the multifamily properties involved in this Spin-Off at their respective historical carrying values at the time of Spin-Off in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 505-60, Spinoffs and Reverse Spinoffs. Certain properties included in the Spin-Off have interests owned by parties other than the Company that are reflected at historical carrying values in the financial statements of the Company as “noncontrolling interests”, as required under accounting principles generally accepted in the United States of America (“GAAP”).
We are externally managed by NexPoint Real Estate Advisors, L.P., (our "Adviser"), through an Advisory Agreement dated March 16, 2015, by and among the Company, the OP and our Adviser. Our Adviser conducts substantially all of our operations and provides asset management for our real estate investments. We will not have any employees while the Advisory Agreement is in effect. All of our investment decisions will be made by our Adviser, subject to general oversight by our Adviser’s investment committee and our Board of Directors. Our Adviser is an affiliate of NexPoint Advisors.
The Company’s investment objectives are to maximize the cash flow and value of properties owned, acquire properties with cash flow growth potential, provide quarterly cash distributions and achieve long-term capital appreciation for its stockholders through targeted management and a capex value-add component. Consistent with the Company’s policy to acquire assets for both income and capital gain, the Company intends to hold majority interests in the properties for long-term appreciation and to engage in the business of directly or indirectly acquiring, owning and, operating well-located multifamily properties with a value-add component in large cities and suburban submarkets of large cities primarily in the Southeastern and Southwestern United States consistent with our investment objectives.
The Company may also participate with third parties in property ownership, through limited liability companies, funds or other types of co-ownership or acquire real estate or interests in real estate in exchange for the issuance of common stock, units, preferred stock or options to purchase stock. These types of investments may permit the Company to own interests in larger assets without unduly restricting diversification which provides flexibility in structuring the Company’s portfolio.
The Company may allocate up to approximately thirty percent of the portfolio to investments in real estate-related debt and securities with the potential for high current income or total returns. These allocations may include first and second mortgages, subordinated, bridge, mezzanine, construction and other loans, as well as debt securities related to or secured by real estate and common and preferred equity securities, which may include securities of other REIT or real estate companies.
2. Summary of Significant Accounting Policies
Predecessor
With the exception of a nominal amount of initial cash funded at inception, the Company did not own any assets prior to March 31, 2015. The business and operations of the Company prior to March 31, 2015 occurred under the predecessor. Our predecessor included all of the properties in our portfolio that were held indirectly by Freedom REIT, a wholly owned subsidiary of NHF, prior to the Spin-Off that occurred on March 31, 2015. Our predecessor was determined in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). References throughout these combined consolidated financial statements to the Company, we, or our, include the activity of the predecessor defined above.
6
NEXPOINT RESIDENTIAL TRUST, INC. AND PREDECESSOR
NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS
Basis of Accounting
The accompanying unaudited interim combined consolidated financial statements of the Company are prepared in accordance with GAAP and with Rule 10-01 Regulation S-X for interim financial statements. The combined consolidated balance sheets include the accounts of the Company and its subsidiaries. Our predecessor combined consolidated financial statements were derived from the historical accounting records of our predecessor and reflect the historical financial position, results of operations and cash flows for the periods prior to the Spin-Off. All intercompany balances and transactions are eliminated in consolidation. The financial statements of the Company’s subsidiaries are prepared using accounting polices consistent with those of the Company. In addition, the Company evaluates relationships with other entities to identify whether there are variable interest entities (“VIE’s”) as required by FASB ASC 810, Consolidation, and to assess whether it is the primary beneficiary of such entities. If the determination is made that the Company is the primary beneficiary, then that entity is included in the financial statements in accordance with FASB ASC 810. In the opinion of the Company’s management, the accompanying combined consolidated financial statements include all adjustments and eliminations, consisting only of normal recurring items necessary for their fair presentation in conformity with GAAP. Interim results are not necessarily indicative of operating results for a full year. The unaudited information included in this quarterly report on form 10-Q should be read in conjunction with our predecessor audited financial statements identified as “Freedom REIT Contribution Group” for the year ended December 31, 2014 and notes thereto included in the information statement filed as an exhibit to our registration statement on Form 10 filed on March 12, 2015. There have been no significant changes to the Company’s significant accounting policies during the three months ended March 31, 2015.
Use of Estimates
The preparation of the combined consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. It is at least reasonably possible that these estimates could change in the near term.
Real Estate Investments
Upon acquisition, in accordance with FASB ASC 805, Business Combinations, the purchase price of a property is allocated to land, building, improvements, furniture, fixtures, and equipment, and intangible lease assets. The purchase price allocation is based on management’s estimate of the property’s “as-if” vacant fair value, which is calculated by using all available information such as the replacement cost of such asset, appraisals, property condition reports, market data and other related information. The allocation of the purchase price to intangible lease assets represents the value associated with the in-place leases, which may include lost rent, leasing commissions, legal and other related costs, which the Company, as buyer of the property, did not have to incur to obtain the residents.
If any debt is assumed in an acquisition, the difference between the fair value and the face value of debt is recorded as a premium or discount and amortized to interest expense over the life of the debt assumed. Costs associated with the acquisition of a property, including acquisition fees paid, are expensed as incurred.
The results of operations for acquired properties are included in the combined consolidated statements of operations and comprehensive loss from their respective acquisition dates.
Real estate assets, including land, building, improvements, furniture, fixtures and equipment, and intangible lease assets are stated at historical cost less accumulated depreciation and amortization. Costs associated with the development and improvement of the Company’s real estate assets are capitalized as incurred. Costs incurred in making repairs and maintaining real estate assets are expensed as incurred. 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 |
Building |
|
30 years |
Improvements |
|
15 years |
Furniture, fixtures, and equipment |
|
3 years |
Intangible lease assets |
|
6 months |
7
NEXPOINT RESIDENTIAL TRUST, INC. AND PREDECESSOR
NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS
Construction in progress includes the cost of renovation projects being performed at the various properties. Once a project is complete the historical cost of the renovation is placed into service in one of the categories above depending on the renovation project and is depreciated over the estimated useful lives as described in the table above.
Impairment
Real estate assets that are determined to be held and used will be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, and the Company will evaluate the recoverability of such real estate assets based on estimated future cash flows and the estimated liquidation value of such real estate assets, and provide for impairment if such undiscounted cash flows are insufficient to recover the carrying amount of the real estate asset. If impaired, the real estate asset will be written down to its estimated fair value. For the periods ended March 31, 2015 and 2014, the Company did not record any impairment charges related to real estate assets.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents may include cash and short-term investments. Short-term investments are stated at cost, which approximates fair value.
Restricted Cash
Restricted cash is comprised of amounts set aside for security deposits, capital improvements and lender impound reserve accounts on the Company’s borrowings for escrow deposits, and amounts set aside for real estate taxes and insurance. The following is a summary of the restricted cash held as of March 31, 2015 and December 31, 2014:
|
|
March 31, 2015 |
|
|
December 31, 2014 |
|
||
Security deposits |
|
$ |
1,498,986 |
|
|
$ |
1,574,302 |
|
Operating escrows |
|
|
7,648,193 |
|
|
|
7,299,426 |
|
Renovation and repair escrows |
|
|
51,399,061 |
|
|
|
38,943,614 |
|
|
|
$ |
60,546,240 |
|
|
$ |
47,817,342 |
|
Deferred Financing Costs
The Company defers costs incurred in obtaining financing and amortizes the costs over the terms of the related loans using the straight-line method, which approximates the effective interest method. Upon repayment of or in conjunction with a material change in the terms of the underlying debt agreement, any unamortized costs are charged to earnings. Deferred financing costs, net of amortization, of $5,647,715 and $4,632,429 are recorded on the accompanying combined consolidated balance sheets as of March 31, 2015 and at December 31, 2014, respectively. Amortization of deferred financing costs of $306,596 and $25,440 is included in interest expense in the combined consolidated statements of operations and comprehensive loss for the three month periods ended March 31, 2015 and 2014, respectively.
Noncontrolling Interests
Noncontrolling interests are comprised of the Company’s joint venture partners’ interests in the joint ventures in multifamily properties that the Company consolidates. The Company reports its joint venture partners’ interests in its consolidated real estate joint ventures and other subsidiary interests held by third parties as noncontrolling interests. The Company records these noncontrolling interests at their initial fair value, adjusting the basis prospectively for their share of the respective consolidated investment’s net income or loss and equity contributions and distributions. These noncontrolling interests are not redeemable by the equity holders and are presented as part of permanent equity. Income and losses are allocated to the noncontrolling interest holder based on its economic ownership percentage.
Accounting for Joint Ventures
The Company first analyzes its investments in joint ventures to determine if the joint venture is a VIE in accordance with FASB ASC 810, and if so, whether the Company is the primary beneficiary requiring consolidation. A VIE is an entity that has (i) insufficient equity to permit it to finance its activities without additional subordinated financial support or (ii) equity holders that
8
NEXPOINT RESIDENTIAL TRUST, INC. AND PREDECESSOR
NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS
lack the characteristics of a controlling financial interest. VIEs are consolidated by the primary beneficiary, which is the entity that has both the power to direct the activities that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the entity that potentially could be significant to the entity. Variable interests in a VIE are contractual, ownership, or other financial interests that change with changes in the fair value of the VIE’s net assets. The Company assesses at each level of the joint venture whether the entity is (i) a VIE, and (ii) if the Company is the primary beneficiary of the VIE. If an entity in which the Company holds a joint venture interest qualifies as a VIE and the Company is determined to be the primary beneficiary, the joint venture is consolidated.
The following table represents the Company’s investments in joint ventures at March 31, 2015 and December 31, 2014:
Properties |
|
Location |
|
Year Acquired |
|
Effective Ownership Percentage at March 31, 2015 |
|
|
|
Effective Ownership Percentage at December 31, 2014 |
|
|
||
The Miramar Apartments |
|
Dallas, Texas |
|
2013 |
|
|
100 |
% |
|
|
|
100 |
% |
|
Arbors on Forest Ridge |
|
Bedford, Texas |
|
2014 |
|
|
90 |
% |
|
|
|
90 |
% |
|
Cutter's Point |
|
Richardson, Texas |
|
2014 |
|
|
90 |
% |
|
|
|
90 |
% |
|
Eagle Crest |
|
Irving, Texas |
|
2014 |
|
|
90 |
% |
|
|
|
90 |
% |
|
Meridian |
|
Austin, Texas |
|
2014 |
|
|
90 |
% |
|
|
|
90 |
% |
|
Silverbrook |
|
Grand Prairie, Texas |
|
2014 |
|
|
90 |
% |
|
|
|
90 |
% |
|
Timberglen |
|
Dallas, Texas |
|
2014 |
|
|
90 |
% |
|
|
|
90 |
% |
|
Toscana |
|
Dallas, Texas |
|
2014 |
|
|
90 |
% |
|
|
|
90 |
% |
|
The Grove at Alban |
|
Frederick, Maryland |
|
2014 |
|
|
76 |
% |
|
|
|
76 |
% |
|
Willowdale Crossings |
|
Frederick, Maryland |
|
2014 |
|
|
80 |
% |
|
|
|
80 |
% |
|
Edgewater at Sandy Springs |
|
Atlanta, Georgia |
|
2014 |
|
|
90 |
% |
|
|
|
90 |
% |
|
Beechwood Terrace |
|
Nashville, Tennessee |
|
2014 |
|
|
90 |
% |
|
|
|
90 |
% |
|
Willow Grove |
|
Nashville, Tennessee |
|
2014 |
|
|
90 |
% |
|
|
|
90 |
% |
|
Woodbridge |
|
Nashville, Tennessee |
|
2014 |
|
|
90 |
% |
|
|
|
90 |
% |
|
Abbington Heights |
|
Antioch, Tennessee |
|
2014 |
|
|
90 |
% |
|
|
|
90 |
% |
|
The Summit at Sabal Park |
|
Tampa, Florida |
|
2014 |
|
|
90 |
% |
|
|
|
90 |
% |
|
Courtney Cove |
|
Tampa, Florida |
|
2014 |
|
|
90 |
% |
|
|
|
90 |
% |
|
Colonial Forest |
|
Jacksonville, Florida |
|
2014 |
|
|
90 |
% |
|
|
|
90 |
% |
|
Park at Blanding |
|
Orange Park, Florida |
|
2014 |
|
|
90 |
% |
|
|
|
90 |
% |
|
Park at Regency |
|
Jacksonville, Florida |
|
2014 |
|
|
90 |
% |
|
|
|
90 |
% |
|
Jade Park (FKA Wood Forest) |
|
Daytona Beach, Florida |
|
2014 |
|
|
90 |
% |
|
|
|
90 |
% |
|
Mandarin Reserve (FKAVictoria Park) |
|
Jacksonville, Florida |
|
2014 |
|
|
90 |
% |
|
|
|
90 |
% |
|
Radbourne Lake |
|
Charlotte, North Carolina |
|
2014 |
|
|
90 |
% |
|
|
|
90 |
% |
|
Timber Creek |
|
Charlotte, North Carolina |
|
2014 |
|
|
90 |
% |
|
|
|
90 |
% |
|
Belmont at Duck Creek |
|
Garland, Texas |
|
2014 |
|
|
90 |
% |
|
|
|
90 |
% |
|
The Arbors |
|
Tucker, Georgia |
|
2014 |
|
|
90 |
% |
|
|
|
90 |
% |
|
The Crossings |
|
Marietta, Georgia |
|
2014 |
|
|
90 |
% |
|
|
|
90 |
% |
|
The Crossings at Holcomb Bridge |
|
Roswell, Georgia |
|
2014 |
|
|
90 |
% |
|
|
|
90 |
% |
|
The Knolls |
|
Marietta, Georgia |
|
2014 |
|
|
90 |
% |
|
|
|
90 |
% |
|
Regatta Bay |
|
Seabrook, Texas |
|
2014 |
|
|
90 |
% |
|
|
|
90 |
% |
|
Sabal Palm at Lake Buena Vista |
|
Orlando, Florida |
|
2014 |
|
|
90 |
% |
|
|
|
90 |
% |
|
Steeplechase Apartments |
|
Fredericksburg, Virginia |
|
2014 |
|
|
85 |
% |
|
|
|
85 |
% |
|
Barrington Mill |
|
Marietta, Georgia |
|
2015 |
|
|
90 |
% |
|
|
|
0 |
% |
(1) |
Cornerstone |
|
Orlando, Florida |
|
2015 |
|
|
90 |
% |
|
|
|
0 |
% |
(1) |
Dana Point |
|
Dallas, Texas |
|
2015 |
|
|
90 |
% |
|
|
|
0 |
% |
(1) |
Heatherstone |
|
Dallas, Texas |
|
2015 |
|
|
90 |
% |
|
|
|
0 |
% |
(1) |
Versailles |
|
Dallas, Texas |
|
2015 |
|
|
90 |
% |
|
|
|
0 |
% |
(1) |
McMillan Place |
|
Dallas, Texas |
|
2015 |
|
|
90 |
% |
|
|
|
0 |
% |
(1) |
(1) |
Properties were acquired in 2015, therefore no ownership as of December 31, 2014. |
9
NEXPOINT RESIDENTIAL TRUST, INC. AND PREDECESSOR
NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS
In connection with its indirect equity investments in the properties acquired, the Company holds LLC membership interests in the operating partnerships. These entities are deemed to be variable interest entities as we have disproportionately few voting rights (in the form of substantive participating rights over all of the decisions that are made that most significantly affect economic performance) relative to our economic interests in the entities and substantially all of the activities of the entities are performed on our behalf. The Company is considered the primary beneficiary of these VIEs as no single party meets both criteria to be the primary beneficiary, and we are the member of the related party group that has both the power to direct the activities that most significantly impact economic performance of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. Within the related party group, the Company is the most closely associated to the VIE based on the purpose and design of the entity, the size of our ownership interests relative to the other investors, and the rights we hold with respect to the other investors’ equity interests, including our ability to preclude any transfers of their interests and ability to drag them along on the sale of our equity interest. All VIEs are consolidated in the Company’s financial statements. The assets of these VIEs can only be used to settle obligations of the VIEs, and the creditors of these entities have no recourse to other assets of the Company.
The other investor in the VIEs is BH Equity or affiliates of BH Equity. When these VIEs were formed under our predecessor, BH Equity invested in each VIE (with the exception of Miramar) on the same basis as us, receiving a proportional share of each VIE (other than Miramar). Each VIE has a non-recourse mortgage that has standard scope non-recourse carve outs required by agency lenders and generally call for protection by the borrower and the guarantor against losses by the lender for so-called “bad acts,” such as misrepresentations, and may include full recourse liability for more significant events such as bankruptcy. BH Equity, or its affiliates provided non-recourse carve out guarantees for the mortgage indebtedness currently outstanding relating to the Portfolio. In consideration of the guarantees provided by BH Equity and its affiliates, they will earn an additional 10% profit interest in the VIE such that distributions will be made to the members of the VIE pro rata in proportion to their relative percentage interests until the members have received an internal rate of return equal to 13%. Then, generally 80% of the distributions will be paid to us and 20% of the distributions will be paid to BH Equity or an affiliate.
Revenue Recognition
The Company’s primary operations consist of rental income earned from its residents under lease agreements with terms of one year or less. Rental income is recognized when earned. This policy effectively results in income recognition on the straight-line method over the related terms of the leases. Resident reimbursements and other income consist of charges billed to residents for utilities, carport and garage rental, pets, administrative, application and other fees and are recognized when earned.
Asset Management & Property Management Services
Management fee expenses are recognized when incurred in accordance with each management agreement, see additional disclosures at Note 8.
Allowance for Doubtful Accounts
Allowances for rental income receivables are established when management determines that collections of such receivables are doubtful. Balances are considered past due when payment is not received on the contractual due date. When management has determined that receivables are uncollectible, they are written off against the allowance for doubtful accounts.
Income Taxes
The Company intends to elect to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, commencing with its first taxable year of operations as a separate public company. If the Company qualifies for taxation as a REIT, it generally will not be subject to federal corporate income tax on its taxable income that is distributed to its stockholders as long as it distributes at least 90% of its taxable income to its stockholders and meets certain tests regarding the nature of the Company’s income and assets. As a REIT, the Company will not be subject to federal income tax with respect to the portion of the Company’s income that meets certain criteria and is distributed annually to stockholders. The Company intends to operate in a manner that allows the Company to meet the requirements for taxation as a REIT, including creating taxable REIT subsidiaries to hold assets that generate income that would not be consistent with the rules applicable for qualification as a REIT if held directly by the REIT. If the Company were to fail to meet these requirements, it could be subject to federal income tax on the Company’s taxable income at regular corporate rates. The Company would not be able to deduct distributions paid to stockholders in any year in which it fails to qualify as a REIT. The Company will also be disqualified for the four taxable years following the year during which qualification was lost unless the Company is entitled to relief under specific statutory provisions.
10
NEXPOINT RESIDENTIAL TRUST, INC. AND PREDECESSOR
NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS
Reportable Segment
Substantially all of the Company’s consolidated net loss is from investments in real estate properties within the multi-family sector that the Company owns through LLCs. The Company evaluates operating performance on an individual property level and views its real estate assets as one industry segment and, accordingly, its properties are aggregated into one reportable segment.
Concentration of Credit Risk
The Company maintains cash balances with high quality financial institutions and periodically evaluates the creditworthiness of such institutions and believes that the Company is not exposed to significant credit risk. Cash balances may be in excess of the amounts insured by the Federal Deposit Insurance Corporation.
Fair Value Measurements
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, FASB ASC 820, Fair Value Measurement and Disclosures, 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)
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Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. |
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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. |
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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 an independent third party to perform the valuation analysis for each property acquisition and also to perform the market valuations on the interest rate caps and has established policies, as described above, processes and procedures intended to ensure that the valuation methodologies for investments and interest rate caps are fair and consistent as of the measurement date.
Per Share Data
The Company began operations on March 31, 2015 as described above and therefore no earnings per share have been disclosed on the combined consolidated statements of operations and comprehensive loss since all operating activities of the Company were presented as predecessor operations. Basic earnings per share will be presented for all periods following March 31, 2015 and computed by dividing net income or loss by the weighted average number of shares of the Company’s common stock outstanding during the period. Diluted loss per share is computed based on the weighted average number of shares of the Company’s common stock and all potentially dilutive securities, if any.
11
NEXPOINT RESIDENTIAL TRUST, INC. AND PREDECESSOR
NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS
Recent Accounting Pronouncements
Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 13(a) of the Exchange Act, for complying with new or revised accounting standards applicable to public companies. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of this extended transition period. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates for such new or revised standards. We may elect to comply with public company effective dates at any time, and such election would be irrevocable pursuant to Section 107(b) of the JOBS Act. The following recent accounting pronouncements reflect effective dates that delay the adoption until those standards would otherwise apply to private companies.
In April 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changed the requirements for reporting discontinued operations. This ASU limits discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have a major effect on an entity’s operations and financial results. As a result, under the new standard the Company does not expect to report discontinued operations for most real estate dispositions. The new standard is effective for any disposals of components of the Company in annual reporting periods beginning on or after December 15, 2014. The Company implemented the provisions of ASU 2014-08 as of January 1, 2015.
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity should also disclose sufficient quantitative and qualitative information to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new standard is effective for annual reporting periods beginning after December 15, 2017 and interim periods within that reporting period. The Company will implement the provisions of ASU 2014-09 as of January 1, 2018. The Company has not yet determined the impact of the new standard on its current policies for revenue recognition.
In February 2015, the FASB issued ASU No. 2015-02, Amendments to the Consolidation Analysis, which changes the way reporting enterprises evaluate whether (a) they should consolidate limited partnerships and similar entities, (b) fees paid to a decision maker or service provider are variable interests in a VIE, and (c) variable interests in a VIE held by related parties of the reporting enterprise require the reporting enterprise to consolidate the VIE. The ASU also significantly changes how to evaluate voting rights for entities that are not similar to limited partnerships when determining whether the entity is a VIE, which may affect entities for which the decision making rights are conveyed though a contractual arrangement. The ASU is effective for annual and interim periods in fiscal years beginning after December 15, 2016. The Company will implement the provisions of ASU 2015-02 as of January 1, 2017. The Company has not yet determined the impact of the new standard on its current policies for consolidation.
In April 2015, the FASB issued ASU No. 2015-03, Interest-Imputation of Interest, which changes the way reporting enterprises record debt issuance costs. The ASU requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct reduction from the carrying amount of that debt liability, consistent with debt discounts. The new standard is effective for annual reporting periods beginning after December 15, 2015. The Company will implement the provisions of ASU 2015-03 as of January 1, 2016. The Company does not expect the new standard to have a material impact on its financial statements.
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NEXPOINT RESIDENTIAL TRUST, INC. AND PREDECESSOR
NOTES TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS
3. Acquisitions
As of March 31, 2015, through its consolidated joint ventures, the Company has invested in a total of thirty-eight multifamily properties as listed below (property descriptions including rentable square footage, number of units, average effective monthly rent and occupancy are unaudited):
Multifamily Property Name |
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Rentable Square Footage |
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Number of Units |
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Date Acquired |
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Average Effective Monthly Rent Per Unit (1) |
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