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EX-32.2 - EX-32.2 - INDEPENDENCE REALTY TRUST, INC.irt-ex322_16.htm
EX-32.1 - EX-32.1 - INDEPENDENCE REALTY TRUST, INC.irt-ex321_6.htm
EX-31.2 - EX-31.2 - INDEPENDENCE REALTY TRUST, INC.irt-ex312_13.htm
EX-31.1 - EX-31.1 - INDEPENDENCE REALTY TRUST, INC.irt-ex311_17.htm
EX-12.1 - EX-12.1 - INDEPENDENCE REALTY TRUST, INC.irt-ex121_8.htm
EX-1.1 - EX-1.1 - INDEPENDENCE REALTY TRUST, INC.irt-ex11_333.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

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

For the quarterly period ended June 30, 2017

OR

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

For the transition period from                      to                     

Commission file number 001-36041

 

INDEPENDENCE REALTY TRUST, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Maryland

26-4567130

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

 

 

Two Liberty Place

50 S. 16th Street, Suite 3575

Philadelphia, PA

19102

(Address of Principal Executive Offices)

(Zip Code)

(267) 270-4800

(Registrant’s Telephone Number, Including Area Code)

N/A

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

 

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes      No  

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

 

Large Accelerated filer

Accelerated filer

 

 

 

 

Non-Accelerated filer

(Do not check if a smaller reporting company)

Smaller reporting company

 

 

 

 

Emerging growth company

 

 

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

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

As of August 2, 2017 there were 69,143,955 shares of the Registrant’s common stock issued and outstanding.

 

 


INDEPENDENCE REALTY TRUST, INC.

INDEX

 

 

 

 

 

Page

 

 

 

 

 

PART I—FINANCIAL INFORMATION

 

3

 

 

 

 

 

Item 1.

 

Financial Statements (unaudited)

 

3

 

 

 

 

 

 

 

Consolidated Balance Sheets as of June 30, 2017 and December 31, 2016

 

3

 

 

 

 

 

 

 

Consolidated Statements of Operations for the Three and Six Months ended June 30, 2017 and June 30, 2016

 

4

 

 

 

 

 

 

 

Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months ended June 30, 2017 and June 30, 2016

 

5

 

 

 

 

 

 

 

Consolidated Statements of Changes in Equity for the Six Months ended June 30, 2017

 

6

 

 

 

 

 

 

 

Consolidated Statements of Cash Flows for the Six Months ended June 30, 2017 and June 30, 2016

 

7

 

 

 

 

 

 

 

Condensed Notes to Consolidated Financial Statements as of June 30, 2017

 

8

 

 

 

 

 

Item 2.

 

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

 

22

 

 

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

31

 

 

 

 

 

Item 4.

 

Controls and Procedures

 

31

 

 

 

 

 

PART II—OTHER INFORMATION

 

32

 

 

 

 

 

Item 1.

 

Legal Proceedings

 

32

 

 

 

 

 

Item 1A.

 

Risk Factors

 

32

 

 

 

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

32

 

 

 

 

 

Item 3.

 

Defaults Upon Senior Securities

 

32

 

 

 

 

 

Item 4.

 

Mine Safety Disclosures

 

32

 

 

 

 

 

Item 5.

 

Other Information

 

32

 

 

 

 

 

Item 6.

 

Exhibits

 

33

 

 

 

 

 

Signatures

 

34

 

 

 


PART I—FINANCIAL INFORMATION

Item 1.

Financial Statements

Independence Realty Trust, Inc. and Subsidiaries

Consolidated Balance Sheets

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

 

 

 

As of June 30, 2017

 

 

As of December 31, 2016

 

ASSETS:

 

 

 

 

 

 

 

 

Investments in real estate:

 

 

 

 

 

 

 

 

Investments in real estate, at cost

 

$

1,340,573

 

 

$

1,249,356

 

Accumulated depreciation

 

 

(66,853

)

 

 

(51,511

)

Investments in real estate, net

 

 

1,273,720

 

 

 

1,197,845

 

Real estate held for sale

 

 

21,964

 

 

 

60,786

 

Cash and cash equivalents

 

 

6,271

 

 

 

20,892

 

Restricted cash

 

 

5,690

 

 

 

5,518

 

Accounts receivable and other assets

 

 

5,114

 

 

 

5,211

 

Derivative assets

 

 

3,619

 

 

 

3,867

 

Intangible assets, net of accumulated amortization of $248 and $0, respectively

 

 

799

 

 

 

118

 

Total Assets

 

$

1,317,177

 

 

$

1,294,237

 

LIABILITIES AND EQUITY:

 

 

 

 

 

 

 

 

Indebtedness, net of unamortized deferred financing costs of $5,979 and $6,371, respectively

 

$

764,521

 

 

$

743,817

 

Accounts payable and accrued expenses

 

 

16,940

 

 

 

14,028

 

Accrued interest payable

 

 

176

 

 

 

491

 

Dividends payable

 

 

4,313

 

 

 

4,297

 

Other liabilities

 

 

2,906

 

 

 

2,913

 

Total Liabilities

 

 

788,856

 

 

 

765,546

 

Equity:

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

Common stock, $0.01 par value; 300,000,000 shares authorized, 69,143,955 and 68,996,070 shares issued and outstanding, including 296,957 and 281,000 unvested restricted common share awards, respectively

 

 

691

 

 

 

690

 

Additional paid-in capital

 

 

565,372

 

 

 

564,633

 

Accumulated other comprehensive income

 

 

3,468

 

 

 

3,683

 

Retained earnings (accumulated deficit)

 

 

(64,260

)

 

 

(62,181

)

Total stockholders’ equity

 

 

505,271

 

 

 

506,825

 

Noncontrolling interests

 

 

23,050

 

 

 

21,866

 

Total Equity

 

 

528,321

 

 

 

528,691

 

Total Liabilities and Equity

 

$

1,317,177

 

 

$

1,294,237

 

 

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

 

 

3


Independence Realty Trust, Inc. and Subsidiaries

Consolidated Statements of Operations

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

 

 

 

For the Three Months Ended June 30,

 

 

For the Six Months Ended

June 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

REVENUE:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental income

 

$

35,176

 

 

$

34,185

 

 

$

69,913

 

 

$

68,938

 

Tenant reimbursement income

 

 

1,398

 

 

 

1,405

 

 

 

2,859

 

 

 

2,843

 

Other property income

 

 

2,857

 

 

 

2,737

 

 

 

5,554

 

 

 

5,212

 

Property management and other income

 

 

130

 

 

 

-

 

 

 

377

 

 

 

-

 

Total revenue

 

 

39,561

 

 

 

38,327

 

 

 

78,703

 

 

 

76,993

 

EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property operating expenses

 

 

15,918

 

 

 

15,623

 

 

 

31,910

 

 

 

31,481

 

Property management expenses

 

 

1,444

 

 

 

1,229

 

 

 

2,982

 

 

 

2,491

 

General and administrative expenses

 

 

2,706

 

 

 

2,787

 

 

 

4,806

 

 

 

5,409

 

Acquisition and integration expenses

 

 

265

 

 

 

8

 

 

 

387

 

 

 

18

 

Depreciation and amortization expense

 

 

8,011

 

 

 

7,635

 

 

 

15,618

 

 

 

19,162

 

Total expenses

 

 

28,344

 

 

 

27,282

 

 

 

55,703

 

 

 

58,561

 

Operating income

 

 

11,217

 

 

 

11,045

 

 

 

23,000

 

 

 

18,432

 

Interest expense

 

 

(7,162

)

 

 

(9,018

)

 

 

(14,610

)

 

 

(18,995

)

Hedge ineffectiveness

 

 

(12

)

 

 

 

 

 

(12

)

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

(5

)

 

 

 

Net gains (losses) on sale of assets

 

 

16,050

 

 

 

29,321

 

 

 

15,965

 

 

 

31,774

 

Gains (losses) on extinguishment of debt

 

 

(572

)

 

 

(558

)

 

 

(572

)

 

 

(558

)

Gains (losses) on TSRE merger

 

 

 

 

 

 

 

 

 

 

 

91

 

Net income (loss):

 

 

19,521

 

 

 

30,790

 

 

 

23,766

 

 

 

30,744

 

(Income) loss allocated to noncontrolling interest

 

 

(782

)

 

 

(1,803

)

 

 

(950

)

 

 

(1,832

)

Net income (loss) allocable to common shares

 

$

18,739

 

 

$

28,987

 

 

$

22,816

 

 

$

28,912

 

Earnings (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.27

 

 

$

0.61

 

 

$

0.33

 

 

$

0.61

 

Diluted

 

$

0.27

 

 

$

0.61

 

 

$

0.33

 

 

$

0.61

 

Weighted-average shares:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

68,832,855

 

 

 

47,183,804

 

 

 

68,810,131

 

 

 

47,138,573

 

Diluted

 

 

68,943,869

 

 

 

47,229,736

 

 

 

69,007,862

 

 

 

47,159,220

 

 

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

 

 

4


Independence Realty Trust, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited and dollars in thousands)

 

 

 

For the Three Months Ended June 30,

 

 

For the Six Months Ended

June 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Net income (loss)

 

$

19,521

 

 

$

30,790

 

 

$

23,766

 

 

$

30,744

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in fair value of interest rate hedges

 

 

(706

)

 

 

(1,169

)

 

 

(410

)

 

 

(1,187

)

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

 

 

59

 

 

 

 

 

 

191

 

 

 

 

Total other comprehensive income

 

 

(647

)

 

 

(1,169

)

 

 

(219

)

 

 

(1,187

)

Comprehensive income (loss) before allocation to noncontrolling interests

 

 

18,874

 

 

 

29,621

 

 

 

23,547

 

 

 

29,557

 

Allocation to noncontrolling interests

 

 

(764

)

 

 

(1,803

)

 

 

(946

)

 

 

(1,832

)

Comprehensive income (loss)

 

$

18,110

 

 

$

27,818

 

 

$

22,601

 

 

$

27,725

 

 

 

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

 

 

5


Independence Realty Trust, Inc. and Subsidiaries

Consolidated Statements of Changes in Equity

(Unaudited and dollars in thousands, except share information)

 

 

 

Common

Shares

 

 

Par

Value

Common

Shares

 

 

Additional

Paid In

Capital

 

 

Accumulated Other Comprehensive Income

 

 

Retained

Earnings

(Deficit)

 

 

Total

Stockholders’

Equity

 

 

Noncontrolling

Interests

 

 

Total

Equity

 

Balance, January 1, 2017

 

 

68,996,070

 

 

$

690

 

 

$

564,633

 

 

$

3,683

 

 

$

(62,181

)

 

$

506,825

 

 

$

21,866

 

 

$

528,691

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

22,816

 

 

 

22,816

 

 

 

950

 

 

 

23,766

 

Common dividends declared

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(24,895

)

 

 

(24,895

)

 

 

-

 

 

 

(24,895

)

Other comprehensive income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(215

)

 

 

-

 

 

 

(215

)

 

 

(4

)

 

 

(219

)

Stock compensation expense

 

 

168,010

 

 

 

1

 

 

 

1,125

 

 

 

-

 

 

 

-

 

 

 

1,126

 

 

 

-

 

 

 

1,126

 

Issuance of LP Units related to acquisitions

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,654

 

 

 

1,654

 

Repurchase of shares related to equity award tax withholding

 

 

(60,024

)

 

 

(1

)

 

 

(757

)

 

 

-

 

 

 

-

 

 

 

(758

)

 

 

-

 

 

 

(758

)

Conversion of noncontrolling interest to common shares

 

 

39,899

 

 

 

1

 

 

 

371

 

 

 

-

 

 

 

-

 

 

 

372

 

 

 

(372

)

 

 

-

 

Distribution to noncontrolling interest declared

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,044

)

 

 

(1,044

)

Balance, June 30, 2017

 

 

69,143,955

 

 

$

691

 

 

$

565,372

 

 

$

3,468

 

 

$

(64,260

)

 

$

505,271

 

 

$

23,050

 

 

$

528,321

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

6


Independence Realty Trust, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited and dollars in thousands)

 

 

 

For the Six Months June 30,

 

 

 

2017

 

 

2016

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net income

 

$

23,766

 

 

$

30,744

 

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

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

15,618

 

 

 

19,162

 

Amortization of deferred financing costs

 

 

878

 

 

 

1,639

 

Stock compensation expense

 

 

1,126

 

 

 

585

 

Net (gains) losses on sale of assets

 

 

(15,965

)

 

 

(31,774

)

(Gains) losses on extinguishment of debt

 

 

572

 

 

 

558

 

(Gains) losses on TSRE merger

 

 

-

 

 

 

(91

)

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable and other assets

 

 

(517

)

 

 

(297

)

Accounts payable and accrued expenses

 

 

2,839

 

 

 

(1,261

)

Accrued interest payable

 

 

(302

)

 

 

(505

)

Other liabilities

 

 

18

 

 

 

87

 

Net cash provided by operating activities

 

 

28,033

 

 

 

18,847

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Disposition of real estate properties

 

 

34,611

 

 

 

39,691

 

Acquisition of real estate properties

 

 

(84,417

)

 

 

-

 

TSRE merger, net of cash acquired

 

 

-

 

 

 

91

 

Capital expenditures

 

 

(5,728

)

 

 

(5,429

)

(Increase) in restricted cash

 

 

(172

)

 

 

(1,366

)

Cash flow (used in) provided by investing activities

 

 

(55,706

)

 

 

32,987

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from unsecured credit facility

 

 

63,190

 

 

 

93,501

 

Unsecured credit facility repayments

 

 

(21,000

)

 

 

(197,666

)

Proceeds from mortgages

 

 

-

 

 

 

105,980

 

Mortgage principal repayments

 

 

(1,291

)

 

 

(44,229

)

Payments for deferred financing costs

 

 

(1,166

)

 

 

(1,449

)

Distributions on common stock

 

 

(24,887

)

 

 

(16,998

)

Distributions to noncontrolling interests

 

 

(1,036

)

 

 

(1,086

)

Payments for tax withholding related to vesting/exercise of equity compensation

 

 

(758

)

 

 

(137

)

Cash flow provided by (used in) financing activities

 

 

13,052

 

 

 

(62,084

)

Net change in cash and cash equivalents

 

 

(14,621

)

 

 

(10,250

)

Cash and cash equivalents, beginning of period

 

 

20,892

 

 

 

38,301

 

Cash and cash equivalents, end of the period

 

$

6,271

 

 

$

28,051

 

 

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

 

 

 

7


 

Independence Realty Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

As of June 30, 2017

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

 

NOTE 1: Organization

 

Independence Realty Trust, Inc. was formed on March 26, 2009 as a Maryland corporation that has elected to be taxed as a real estate investment trust, or REIT, commencing with the taxable year ended December 31, 2011.  As of June 30, 2017, we own and operate 46 multifamily apartment properties, totaling 12,812 units, across non-gateway U.S markets, including Louisville, Memphis, Atlanta and Raleigh. Our investment strategy is focused on gaining scale within key amenity rich submarkets that offer good school districts, high-quality retail and major employment centers. We aim to provide stockholders with attractive risk-adjusted returns through diligent portfolio management, strong operational performance, and a consistent return through distributions and capital appreciation. We own substantially all of our assets and conduct our operations through Independence Realty Operating Partnership, LP, which we refer to as IROP, of which we are the sole general partner.

 

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

 

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

 

NOTE 2: Summary of Significant Accounting Policies

a. Basis of Presentation

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

b. Principles of Consolidation

The consolidated financial statements reflect our accounts and the accounts of IROP and other wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.  Pursuant to FASB Accounting Standards Codification Topic 810, “Consolidation”, IROP is considered a variable interest entity.  As our significant asset is our investment in IROP, substantially all of our assets and liabilities represent the assets and liabilities of IROP.

c. Use of Estimates

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

8


Independence Realty Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

As of June 30, 2017

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

 

d. Cash and Cash Equivalents

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

e. Restricted Cash

Restricted cash includes escrows of our funds held by lenders to fund certain expenditures, such as real estate taxes and insurance, or to be released at our discretion upon the occurrence of certain pre-specified events.  As of June 30, 2017 and December 31, 2016, we had $5,690 and $5,518, respectively, of restricted cash.

f. Accounts Receivable and Allowance for Bad Debts

We make estimates of the collectability of our accounts receivable related to base rents, expense reimbursements and other revenue.  We analyze accounts receivable and historical bad debt levels, tenant credit worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts.  In addition, tenants experiencing financial difficulties are analyzed and estimates are made in connection with expected uncollectible receivables.  Our reported operating results are affected by management’s estimate of the collectability of accounts receivable. For the three months ended June 30, 2017 and 2016, we recorded bad debt expense of $255 and $202, respectively. For the six months ended June 30, 2017 and 2016, we recorded bad debt expense of $569 and $421, respectively.  

g. Investments in Real Estate

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

Investments in real estate are classified as held for sale in the period in which certain criteria are met including when the sale of the asset is probable and actions required to complete the plan of sale indicate that it is unlikely that significant changes to the plan of sale will be made or the plan of sale will be withdrawn.

Allocation of Purchase Price of Acquired Assets

We account for acquisitions of properties that meet the definition of a business pursuant to Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 805, “Business Combinations”. The fair value of the real estate acquired is allocated to the acquired tangible assets, generally consisting of land, building and tenant improvements, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases for acquired in-place leases and the value of tenant relationships, based in each case on their fair values. Purchase accounting is applied to assets and liabilities associated with the real estate acquired. Transaction costs and fees incurred related to an acquisition are expensed as incurred. Transaction costs and fees incurred related to the financing of an acquisition are capitalized and amortized over the life of the related financing.

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

The aggregate value of in-place leases is determined by evaluating various factors, including the terms of the leases that are in place and assumed lease-up periods.  During the six months ended June 30, 2017, we acquired in-place leases with a value of $929, related property acquisitions that are discussed further in Note 3. The value assigned to this intangible asset is amortized over the assumed lease up period, typically six months. For the three and six months ended June 30, 2017, we recorded $193 and $248, respectively, of amortization expense for intangible assets. For the three and six months ended June 30, 2016, we recorded $0

9


Independence Realty Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

As of June 30, 2017

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

 

and $3,735, respectively, of amortization expense for intangible assets. As of June 30, 2017, we expect to record additional amortization expense on current in-place intangible assets of $692 for the remainder of 2017.  

Impairment of Long-Lived Assets

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

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

Depreciation Expense

Depreciation expense for real estate assets is computed using a straight-line method based on a life of 40 years for buildings and improvements and five to ten years for equipment and fixtures. For the three and six months ended June 30, 2017, we recorded $7,818 and $15,370 of depreciation expense, respectively. For the three and six months ended June 30, 2016, we recorded $7,635 and $15,427 of depreciation expense, respectively.

h. Revenue and Expenses

 

Rental revenues are recognized on an accrual basis when due from residents.  We primarily lease apartments units under operating leases generally with terms of one year or less. Rental payments are generally due monthly and recognized when earned.  Rental income represents gross market rent less adjustments for concessions and vacancy loss.  Tenant reimbursement income represents reimbursement from tenants for utility charges while other property income includes parking, trash, late fee, and other miscellaneous property related income

For the three and six months ended June 30, 2017, we recognized revenues of $34 and $85, respectively, related to recoveries of lost rental revenue due to natural disasters and other insurable events from our insurance providers. For the three and six months ended June 30, 2016, we recognized revenues of $38 and $113, respectively, related to recoveries of lost rental revenue due to natural disasters and other insurable events from our insurance providers.

For the three and six months ended June 30, 2017, we incurred $423 and $848 of advertising expenses, respectively. For the three and six months ended June 30, 2016, we incurred $443 and $890 of advertising expenses, respectively.  

For the three months ended June 30, 2017 and 2016, we incurred $0 and $1,863 of asset management and incentive fees, respectively. For the six months ended June 30, 2017 and 2016, we incurred $0 and $3,559 of asset management and incentive fees, respectively. These fees are now included in general and administrative expenses since as an internally-managed REIT, we will no longer incur asset management fees and the compensation cost of our employees who now perform this function are recorded within general and administrative expenses.  See Note 8: Related Party Transactions.  

For the three months ended June 30, 2017 and 2016, we incurred $1,444 and $1,229 of property management expenses, respectively. For the six months ended June 30, 2017 and 2016, we incurred $2,982 and $2,491 of property management expenses, respectively. Subsequent to our management internalization, property management expenses include payroll and related expenses that directly support on-site property management.  Prior to our management internalization, property management expenses included property and construction management fees paid to our former property manager.  See Note 8: Related Party Transactions.    

10


Independence Realty Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

As of June 30, 2017

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

 

i. Derivative Instruments

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

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

j. Fair Value of Financial Instruments

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

 

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

 

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

 

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

The availability of observable inputs can vary depending on the financial asset or liability and is affected by a wide variety of factors, including, for example, the type of investment, whether the investment is new, whether the investment is traded on an active exchange or in the secondary market, and the current market condition. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by us in determining fair value is greatest for instruments categorized in Level 3.

11


Independence Realty Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

As of June 30, 2017

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

 

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

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

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

 

 

 

As of June 30, 2017

 

 

As of December 31, 2016

 

Financial Instrument

 

Carrying

Amount

 

 

Estimated

Fair Value

 

 

Carrying

Amount

 

 

Estimated

Fair Value

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

6,271

 

 

$

6,271

 

 

$

20,892

 

 

$

20,892

 

Restricted cash

 

 

5,690

 

 

 

5,690

 

 

 

5,518

 

 

 

5,518

 

Derivative assets

 

 

3,619

 

 

 

3,619

 

 

 

3,867

 

 

 

3,867

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unsecured credit facility

 

 

189,507

 

 

 

192,190

 

 

 

147,280

 

 

 

150,000

 

Mortgages

 

 

575,014

 

 

 

566,073

 

 

 

596,537

 

 

 

588,523

 

k. Deferred Financing Costs

Costs incurred in connection with debt financing are deferred and classified within indebtedness and charged to interest expense over the terms of the related debt agreements, under the effective interest method. As of January 1, 2016, we adopted the accounting standard classified under FASB ASC Topic 835, “Interest” which required deferred financing costs to be presented on the balance sheet as a direct deduction from indebtedness.

l. Income Taxes

We have elected to be taxed as a REIT beginning with the taxable year ended December 31, 2011.  Accordingly, we recorded no income tax expense for the three and six months ended June 30, 2017 and 2016.

To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our ordinary taxable income to stockholders.  As a REIT, we generally are not subject to federal income tax on taxable

12


Independence Realty Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

As of June 30, 2017

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

 

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

m. Recent Accounting Pronouncements

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

Adopted Within these Financial Statements

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

Not Yet Adopted Within these Financial Statements

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

In February 2016, the FASB issued an accounting standard classified under FASB ASC Topic 842, “Leases”.  This accounting standard amends lease accounting by requiring the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases on the balance sheet and disclosing key information about leasing arrangements.  This standard is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years.  Early application of the amendments in this standard is permitted.  Management is currently evaluating the impact that this standard may have on our consolidated financial statements.

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

 

In January 2017, the FASB issued an accounting standard under FASB ASC Topic 805, “Business Combinations” that changes the definition of a business to assist entities with evaluating whether a set of transferred assets is a business. As a result, the accounting for acquisitions of real estate could be impacted. The updated standard will be effective for the Company on January 1, 2018 with early adoption permitted. The new definition will be applied prospectively to any transactions occurring within the period of adoption.

13


Independence Realty Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

As of June 30, 2017

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

 

Management expects that the updated standard will result in fewer acquisitions of real estate meeting the definition of a business and fewer acquisition-related costs being expensed in the period incurred.

 

In May 2017, the FASB issued an accounting standard under FASB ASC Topic 718, “Compensation – Stock Compensation.” The amendments in this update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. As a result, the accounting for share-based payment award transactions could be impacted. The updated standard will be effective for the Company on January 1, 2018 with early adoption permitted. The new definition will be applied prospectively to an award modified on or after the adoption date. Management is currently evaluating the impact that this standard may have on our consolidated financial statements.

 

 

NOTE 3: Investments in Real Estate

As of June 30, 2017, our investments in real estate consisted of 46 apartment properties with 12,812 units (unaudited).  The table below summarizes our investments in real estate:

 

As of June 30, 2017 and December 31, 2016, we had investments in real estate with a carrying value of $21,964 and $60,786, respectively, classified as held for sale.

 

 

As of June 30, 2017

 

 

As of December 31, 2016

 

 

Depreciable Lives

(In years)

 

Land

 

$

178,566

 

 

$

165,120

 

 

 

 

Building

 

 

1,139,176

 

 

 

1,066,611

 

 

 

40

 

Furniture, fixtures and equipment

 

 

22,831

 

 

 

17,625

 

 

5-10

 

Total investment in real estate

 

$

1,340,573

 

 

$

1,249,356

 

 

 

 

 

Accumulated depreciation

 

 

(66,853

)

 

 

(51,511

)

 

 

 

 

Investments in real estate, net

 

$

1,273,720

 

 

$

1,197,845

 

 

 

 

 

Acquisitions

The below table summarizes the acquisitions for the six months ended June 30, 2017:

 

Property Name

 

Date of Purchase

 

Location

 

Units (unaudited)

 

Purchase Price

 

Lakes of Northdale

 

2/27/2017

 

Tampa, FL

 

216

 

$

29,750

 

Haverford Place

 

5/24/2017

 

Lexington, KY

 

160

 

$

14,240

 

South Terrace (1)

 

6/30/2017

 

Durham, NC

 

328

 

$

42,950

 

Total

 

 

 

 

 

704

 

$

86,940

 

 

(1)

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

 

 

 

 

 

 

 

14


Independence Realty Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

As of June 30, 2017

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

 

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

 

Description

 

Fair Value

of Assets Acquired

During the

Six-Month Period Ended

June 30,

2017

 

Assets acquired:

 

 

 

 

Investments in real estate

 

$

86,012

 

Accounts receivable and other assets

 

 

331

 

Intangible assets

 

 

928

 

Total assets acquired

 

$

87,271

 

Liabilities assumed:

 

 

 

 

Accounts payable and accrued expenses

 

 

398

 

Other liabilities

 

 

150

 

Total liabilities assumed

 

$

548

 

Estimated fair value of net assets acquired

 

$

86,723

 

 

The table below presents the revenue and net income (loss) for the properties acquired during the six-month period ended June 30, 2017 as reported in our consolidated financial statements.

 

 

 

For the Three-Month Period

Ended June 30, 2017

 

 

For the Six-Month Period

Ended June 30, 2017

 

Property

 

Total revenue

 

 

Net income (loss) allocable to common shares

 

 

Total revenue

 

 

Net income (loss) allocable to common shares

 

Lakes of Northdale

 

$

771

 

 

$

150

 

 

$

1,040

 

 

$

224

 

Haverford Place

 

$

185

 

 

$

71

 

 

$

185

 

 

$

71

 

South Terrace

 

$

10

 

 

$

5

 

 

$

10

 

 

$

5

 

Total

 

$

966

 

 

$

226

 

 

$

1,235

 

 

$

300

 

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

 

Description

 

For the

Three-Month

Period Ended

June 30, 2017

 

 

For the

Three-Month

Period Ended

June 30, 2016

 

 

For the

Six-Month

Period Ended

June 30, 2017

 

 

For the

Six-Month

Period Ended

June 30, 2016

 

Pro forma total revenue (unaudited)

 

 

41,162

 

 

 

40,498

 

 

 

81,904

 

 

 

81,334

 

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

 

 

18,999