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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

NXDT$3.38-0.6%Stored close · as of Nov 6, 2026

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Item 5.

  1. 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, LLCLLC interestMultifamily50.0%$11,034$(9,590)$20,624$(58)
AM Uptown Hotel, LLCLLC interestHospitality60.0%(3)20,60016,2904,310(1,203)
SFR WLIF III, LLCLLC interestSingle-family rental20.0%7,0027,110(108)161
Las Vegas Land Owner, LLCLLC interestLand77.0%(4)12,31212,312——
Perilune Aero Equity Holdings One, LLCLLC interestAircraft16.4%(7)12,58310,4882,095353
Claymore Holdings, LLCLLC interestN/A50.0%(5)—(6)———
Allenby, LLCLLC interestN/A50.0%(5)—(6)———
Haygood, LLCLLC interestN/A31.0%(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 interestMortgage15.6%(7)$69,920(6)
NexPoint Real Estate Finance, Inc.Common stockMortgage12.1%(7)30,156(6)
VineBrook Homes Operating Partnership, L.P.LP interestSingle-family rental11.3%(7)145,433(6)
NexPoint Storage Partners, Inc.Common stockSelf-storage52.8%(3)69,494(6)
NexPoint Storage Partners Operating Company, LLCLLC interestSelf-storage29.9%37,869(6)
NexPoint SFR Operating Partnership, L.P.LP interestSingle-family rental31.2%47,676(6)
NexPoint Hospitality TrustCommon stockHospitality46.2%2,782(6)
LLV Holdco, LLCLLC interestLand26.8%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, LLCLLC interestMultifamily50.0%$11,458$(9,590)$21,048$—
AM Uptown Hotel, LLCLLC interestHospitality60.0%(3)23,15817,5815,577(426)
SFR WLIF III, LLCLLC interestSingle-family rental20.0%7,0797,241(162)555
Las Vegas Land Owner, LLCLLC interestLand77.0%(4)12,31212,312——
Perilune Aero Equity Holdings One, LLCLLC interestAircraft16.4%(7)12,25610,4881,7681,441
Claymore Holdings, LLCLLC interestN/A50.0%(5)—(6)———
Allenby, LLCLLC interestN/A50.0%(5)—(6)———
Haygood, LLCLLC interestN/A31.0%(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 interestMortgage15.6%(7)$76,688(6)
NexPoint Real Estate Finance, Inc.Common stockMortgage12.0%(7)33,075(6)
VineBrook Homes Operating Partnership, L.P.LP interestSingle-family rental11.2%(7)146,516(6)
NexPoint Storage Partners, Inc.Common stockSelf-storage52.9%(3)68,187(6)
NexPoint Storage Partners Operating Company, LLCLLC interestSelf-storage30.0%37,157(6)
NexPoint SFR Operating Partnership, L.P.LP interestSingle-family rental30.8%49,383(6)
NexPoint Hospitality TrustCommon stockHospitality46.2%4,886(6)
LLV Holdco, LLCLLC interestLand26.8%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.

NREFVineBrook
ASSETS
Investments$6,873,666$2,500
Real estate assets126,5513,211,897
Cash and cash equivalents13,82427,917
Other assets4,312211,026
TOTAL ASSETS$7,018,353$3,453,340
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Debt$1,172,555$2,433,674
Other liabilities5,400,291144,707
Total Liabilities6,572,8462,578,381
Redeemable noncontrolling interests in the operating company98,070478,746
Noncontrolling interests in consolidated VIEs—11,742
Total Shareholders' Equity347,437384,471
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).

NREFVineBrook
Revenues
Rental income$4,962$345,778
Net interest income16,798—
Other income1825,330
Total revenues21,942351,108
Expenses
Total expenses23,350502,850
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.

NREFVineBrookNSP
ASSETS
Investments$7,943,558$2,500$—
Real estate assets59,0723,566,0531,297,814
Cash and cash equivalents38,83082,1289,751
Other assets1,10695,365173,979
TOTAL ASSETS8,042,5663,746,0461,481,544
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Debt1,275,2902,622,755914,999
Other liabilities6,294,300126,974397,768
Total Liabilities7,569,5902,749,7291,312,767
Redeemable noncontrolling interests in the operating company95,712467,290205,114
Noncontrolling interests in consolidated VIEs—8,6854,035
Total Shareholders' Equity377,264520,342(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).

NREFVineBrookNSP
Revenues
Rental income$1,018$84,497$26,877
Net interest income3,949—809
Other income—1,6081,472
Total revenues4,96786,10529,158
Expenses
Total expenses5,520120,98731,833
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)
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