NEXPOINT DIVERSIFIED REAL ESTATE TRUST
For the period ended Mar 31, 2024. Filed May 10, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2024 · Filed May 10, 2024
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Item 5.
- Equity Method Investments
Below is a summary of the Company’s equity method investments as of March 31, 2024 (dollars in thousands):
| Investee Name · Instrument · Asset Type · NXDT Percentage Ownership · Investment Basis · Share of Investee's Net Assets (1) · Basis Difference (2) · Share of Earnings (Loss) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Sandstone Pasadena Apartments, LLC | LLC interest | Multifamily | 50.0% | $11,034 | $(9,590) | $20,624 | $(58) | ||
| AM Uptown Hotel, LLC | LLC interest | Hospitality | 60.0% | (3) | 20,600 | 16,290 | 4,310 | (1,203) | |
| SFR WLIF III, LLC | LLC interest | Single-family rental | 20.0% | 7,002 | 7,110 | (108) | 161 | ||
| Las Vegas Land Owner, LLC | LLC interest | Land | 77.0% | (4) | 12,312 | 12,312 | — | — | |
| Perilune Aero Equity Holdings One, LLC | LLC interest | Aircraft | 16.4% | (7) | 12,583 | 10,488 | 2,095 | 353 | |
| Claymore Holdings, LLC | LLC interest | N/A | 50.0% | (5) | — | (6) | — | — | — |
| Allenby, LLC | LLC interest | N/A | 50.0% | (5) | — | (6) | — | — | — |
| Haygood, LLC | LLC interest | N/A | 31.0% | (8) | — | (6) | — | — | — |
| $63,531 | $36,610 | $26,921 | $(747) | ||||||
Below is a summary of the Company's investments as of March 31, 2024 that qualify for equity method accounting for which the Company has elected to account for using the fair value option. Amounts are included in "investments, at fair value" on the consolidated balance sheets.
| Investee Name · Instrument · Asset Type · NXDT Percentage Ownership · Fair Value | |||||||
|---|---|---|---|---|---|---|---|
| NexPoint Real Estate Finance Operating Partnership, L.P. | LP interest | Mortgage | 15.6% | (7) | $69,920 | (6) | |
| NexPoint Real Estate Finance, Inc. | Common stock | Mortgage | 12.1% | (7) | 30,156 | (6) | |
| VineBrook Homes Operating Partnership, L.P. | LP interest | Single-family rental | 11.3% | (7) | 145,433 | (6) | |
| NexPoint Storage Partners, Inc. | Common stock | Self-storage | 52.8% | (3) | 69,494 | (6) | |
| NexPoint Storage Partners Operating Company, LLC | LLC interest | Self-storage | 29.9% | 37,869 | (6) | ||
| NexPoint SFR Operating Partnership, L.P. | LP interest | Single-family rental | 31.2% | 47,676 | (6) | ||
| NexPoint Hospitality Trust | Common stock | Hospitality | 46.2% | 2,782 | (6) | ||
| LLV Holdco, LLC | LLC interest | Land | 26.8% | 2,593 | (6) | ||
| $405,923 | |||||||
Below is a summary of the Company’s equity method investments as of December 31, 2023 (dollars in thousands):
| Investee Name · Instrument · Asset Type · NXDT Percentage Ownership · Investment Basis · Share of Investee's Net Assets (1) · Basis Difference (2) · Share of Earnings (Loss) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Sandstone Pasadena Apartments, LLC | LLC interest | Multifamily | 50.0% | $11,458 | $(9,590) | $21,048 | $— | ||
| AM Uptown Hotel, LLC | LLC interest | Hospitality | 60.0% | (3) | 23,158 | 17,581 | 5,577 | (426) | |
| SFR WLIF III, LLC | LLC interest | Single-family rental | 20.0% | 7,079 | 7,241 | (162) | 555 | ||
| Las Vegas Land Owner, LLC | LLC interest | Land | 77.0% | (4) | 12,312 | 12,312 | — | — | |
| Perilune Aero Equity Holdings One, LLC | LLC interest | Aircraft | 16.4% | (7) | 12,256 | 10,488 | 1,768 | 1,441 | |
| Claymore Holdings, LLC | LLC interest | N/A | 50.0% | (5) | — | (6) | — | — | — |
| Allenby, LLC | LLC interest | N/A | 50.0% | (5) | — | (6) | — | — | — |
| Haygood, LLC | LLC interest | N/A | 31.0% | (8) | — | (6) | — | — | — |
| $66,263 | $38,032 | $28,231 | $1,570 | ||||||
Below is a summary of the Company's investments as of December 31, 2023 that qualify for equity method accounting for which the Company has elected to account for using the fair value option. Amounts are included in "investments, at fair value" on the consolidated balance sheets.
| Investee Name · Instrument · Asset Type · NXDT Percentage Ownership · Fair Value | |||||||
|---|---|---|---|---|---|---|---|
| NexPoint Real Estate Finance Operating Partnership, L.P. | LP interest | Mortgage | 15.6% | (7) | $76,688 | (6) | |
| NexPoint Real Estate Finance, Inc. | Common stock | Mortgage | 12.0% | (7) | 33,075 | (6) | |
| VineBrook Homes Operating Partnership, L.P. | LP interest | Single-family rental | 11.2% | (7) | 146,516 | (6) | |
| NexPoint Storage Partners, Inc. | Common stock | Self-storage | 52.9% | (3) | 68,187 | (6) | |
| NexPoint Storage Partners Operating Company, LLC | LLC interest | Self-storage | 30.0% | 37,157 | (6) | ||
| NexPoint SFR Operating Partnership, L.P. | LP interest | Single-family rental | 30.8% | 49,383 | (6) | ||
| NexPoint Hospitality Trust | Common stock | Hospitality | 46.2% | 4,886 | (6) | ||
| LLV Holdco, LLC | LLC interest | Land | 26.8% | 2,242 | (6) | ||
| $418,134 | |||||||
(1)Represents the Company’s percentage share of net assets of the investee per the investee’s books and records.
(2)Represents the difference between the basis at which the investments in unconsolidated ventures are carried by the Company and the Company's proportionate share of the equity method investee's net assets. To the extent that the Company’s cost basis is different from the basis reflected at the joint venture level, the basis difference is generally amortized over the lives of the related assets and liabilities, and such amortization is included in the Company’s share of equity in earnings of the joint venture.
(3)The Company owns greater than 50% of the outstanding common equity but is not deemed to be the primary beneficiary or have a controlling financial interest of the investee and as such, accounts for the investee using the equity method.
(4)The Company owns 100% of Las Vegas Land Owner, LLC which owns 77% of a joint venture that owns an 8.5 acre tract of land (the "Tivoli North Property"). Through a tenants in common arrangement, the Company shares control and as such accounts for this investment using the equity method.
(5)The Company has a 50% non-controlling interest in Claymore Holdings, LLC (“Claymore”) and Allenby, LLC, (“Allenby”). The Company has determined it is not the primary beneficiary and does not consolidate these entities.
(6)The Company has elected the fair value option with respect to these investments. The basis in these investments is their fair value.
(7)The Company owns less than 20% of the investee but has significant influence due to members of the management team serving on the board of the investee or its parent and as such, accounts for the investee using the equity method.
(8)The Company has a 31% non-controlling interest in Haygood, LLC, (“Haygood”). The Company has determined it is not the primary beneficiary and does not consolidate this entity.
(9)The Company owns less than 20% of the investee but has significant influence due to the legal nature of a partnership that implies an inherent right to influence the operating and financial policies of the partnership.
Significant Equity Method Investments
The table below presents the unaudited summary balance sheets for the Company’s significant equity method investments as of December 31, 2023 (dollars in thousands). The Company reports these unaudited summary balance sheets on a quarter lag. For purposes of equity method investments, significance is determined in accordance with Rule 3-09 of Regulation S-X. NexPoint Real Estate Finance, Inc. ("NREF") and VineBrook Homes Trust, Inc. ("VineBrook") do not prepare standalone financials for their operating companies as all operations and investments are owned through their operating companies and are consolidated by the corporate entities. As such, only the financial information for NREF and VineBrook are presented below.
| NREF | VineBrook | |
|---|---|---|
| ASSETS | ||
| Investments | $6,873,666 | $2,500 |
| Real estate assets | 126,551 | 3,211,897 |
| Cash and cash equivalents | 13,824 | 27,917 |
| Other assets | 4,312 | 211,026 |
| TOTAL ASSETS | $7,018,353 | $3,453,340 |
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||
| Liabilities: | ||
| Debt | $1,172,555 | $2,433,674 |
| Other liabilities | 5,400,291 | 144,707 |
| Total Liabilities | 6,572,846 | 2,578,381 |
| Redeemable noncontrolling interests in the operating company | 98,070 | 478,746 |
| Noncontrolling interests in consolidated VIEs | — | 11,742 |
| Total Shareholders' Equity | 347,437 | 384,471 |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $7,018,353 | $3,453,340 |
The table below presents the unaudited summary statement of operations for the year ended December 31, 2023, for the Company’s significant equity method investments (dollars in thousands).
| NREF | VineBrook | |
|---|---|---|
| Revenues | ||
| Rental income | $4,962 | $345,778 |
| Net interest income | 16,798 | — |
| Other income | 182 | 5,330 |
| Total revenues | 21,942 | 351,108 |
| Expenses | ||
| Total expenses | 23,350 | 502,850 |
| Gain (loss) on sales and impairment of real estate | — | (72,539) |
| Other income (expense) | 20,148 | (55,866) |
| Unrealized gain (loss) on derivatives | — | (15,050) |
| Total comprehensive income (loss) | $18,740 | $(295,197) |
The table below presents the unaudited summary balance sheets for the Company’s significant equity method investments as of March 31, 2023 (dollars in thousands). In the prior year, the Company did not present these financials on a quarter lag. This comparison will not be on a quarter lag basis as we are utilizing the previously filed financial information for consistency purposes. NREF, NSP and VineBrook do not prepare standalone financials for their operating companies as all operations and investments are owned through their operating companies and are consolidated by the corporate entities. As such, only the financial information for NREF, NSP and VineBrook are presented below.
| NREF | VineBrook | NSP | |
|---|---|---|---|
| ASSETS | |||
| Investments | $7,943,558 | $2,500 | $— |
| Real estate assets | 59,072 | 3,566,053 | 1,297,814 |
| Cash and cash equivalents | 38,830 | 82,128 | 9,751 |
| Other assets | 1,106 | 95,365 | 173,979 |
| TOTAL ASSETS | 8,042,566 | 3,746,046 | 1,481,544 |
| LIABILITIES AND SHAREHOLDERS' EQUITY | |||
| Liabilities: | |||
| Debt | 1,275,290 | 2,622,755 | 914,999 |
| Other liabilities | 6,294,300 | 126,974 | 397,768 |
| Total Liabilities | 7,569,590 | 2,749,729 | 1,312,767 |
| Redeemable noncontrolling interests in the operating company | 95,712 | 467,290 | 205,114 |
| Noncontrolling interests in consolidated VIEs | — | 8,685 | 4,035 |
| Total Shareholders' Equity | 377,264 | 520,342 | (40,372) |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $8,042,566 | $3,746,046 | $1,481,544 |
The table below presents the unaudited summary statement of operations for the three months ended March 31, 2023 for the Company’s significant equity method investments (dollars in thousands).
| NREF | VineBrook | NSP | |
|---|---|---|---|
| Revenues | |||
| Rental income | $1,018 | $84,497 | $26,877 |
| Net interest income | 3,949 | — | 809 |
| Other income | — | 1,608 | 1,472 |
| Total revenues | 4,967 | 86,105 | 29,158 |
| Expenses | |||
| Total expenses | 5,520 | 120,987 | 31,833 |
| Gain (loss) on sales of real estate | — | (15,853) | — |
| Other income (expense) | 9,931 | (41,662) | (34,885) |
| Unrealized gain (loss) on derivatives | — | (9,485) | — |
| Total comprehensive income (loss) | $9,378 | $(101,882) | $(37,560) |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.