NEXPOINT DIVERSIFIED REAL ESTATE TRUST
For the period ended Jun 30, 2025. Filed Aug 14, 2025.
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Jun 30, 2025 · Filed Aug 14, 2025
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Signatures
- Equity Method Investments
Below is a summary of the Company’s equity method investments as of June 30, 2025 (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% | $9,667 | $(9,590) | $19,257 | $341 | |
| AM Uptown Hotel, LLC | LLC interest | Hospitality | 60.0% | (3) | (1,340) | 101 | (1,441) | 101 |
| Las Vegas Land Owner, LLC | LLC interest | Land | 77.0% | (4) | 12,322 | 12,323 | (1) | 2 |
| Perilune Aero Equity Holdings One, LLC | LLC interest | Aircraft | 16.4% | (8) | 12,602 | 10,742 | 1,860 | 102 |
| Capital Acquisitions Partners, LLC | LLC interest | Multifamily | 20.9% | 614 | 1,717 | (1,103) | 206 | |
| $33,865 | $15,293 | $18,572 | $752 | |||||
Below is a summary of the Company's investments as of June 30, 2025 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% | (6) | $67,145 |
| NexPoint Real Estate Finance, Inc. | Common stock | Mortgage | 11.8% | (6) | 28,959 |
| Claymore Holdings, LLC | LLC interest | N/A | 50.0% | (5) | — |
| LLV Holdco, LLC | LLC interest | Land | 26.8% | 2,918 | |
| NexPoint Storage Partners, Inc. | Common stock | Self-storage | 52.8% | (3) | 50,844 |
| NexPoint Storage Partners Operating Company, LLC | LLC interest | Self-storage | 35.7% | 35,094 | |
| VineBrook Homes Operating Partnership, L.P. | LP interest | Single-family rental | 11.6% | (6) | 134,076 |
| NexPoint SFR Operating Partnership, L.P. | LP interest | Single-family rental | 30.8% | 33,322 | |
| AMS C-Store JV, LLC | Preferred stock | Retail | 100.0% | (9) | 13,461 |
| $365,819 | |||||
Below is a summary of the Company’s equity method investments as of December 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% | $10,055 | $(9,590) | $19,645 | $70 | |
| AM Uptown Hotel, LLC | LLC interest | Hospitality | 60.0% | (3) | 18,081 | 14,970 | 3,111 | (155) |
| Las Vegas Land Owner, LLC | LLC interest | Land | 77.0% | (4) | 12,321 | 12,321 | — | 10 |
| Perilune Aero Equity Holdings One, LLC | LLC interest | Aircraft | 16.4% | (8) | 13,565 | 10,488 | 3,077 | 1,414 |
| Capital Acquisitions Partners, LLC | LLC interest | Multifamily | 20.9% | 407 | 1,717 | (1,310) | 126 | |
| $54,429 | $29,906 | $24,523 | $1,465 | |||||
Below is a summary of the Company's investments as of December 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% | (6) | $76,396 |
| NexPoint Real Estate Finance, Inc. | Common stock | Mortgage | 12.0% | (6) | 32,949 |
| Claymore Holdings, LLC | LLC interest | N/A | 50.0% | (5) | — |
| Allenby, LLC | LLC interest | N/A | 50.0% | (5) | — |
| Haygood, LLC | LLC interest | N/A | 31.0% | (7) | — |
| LLV Holdco, LLC | LLC interest | Land | 26.8% | 2,606 | |
| NexPoint Storage Partners, Inc. | Common stock | Self-storage | 52.8% | (3) | 62,709 |
| NexPoint Storage Partners Operating Company, LLC | LLC interest | Self-storage | 29.5% | 34,172 | |
| VineBrook Homes Operating Partnership, L.P. | LP interest | Single-family rental | 11.4% | (6) | 151,706 |
| NexPoint SFR Operating Partnership, L.P. | LP interest | Single-family rental | 30.8% | 37,953 | |
| $398,491 | |||||
(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 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.
(7)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.
(8)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.
(9)The Company owns 100% of the preferred units in AMS C-Store JV, LLC 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.
Marriott Uptown Basis
As of June 30, 2025, the Company held an equity method investment in AM Uptown, LLC (“Marriott Uptown”). The Company accounts for this investment under the equity method of accounting, as it has the ability to exercise significant influence over operating and financial policies.
During the three months ended June 30, 2025, the Company received cash distributions of $2.2 million from Marriott Uptown. These distributions exceeded the Company’s equity method investment balance, which was $0.8 million as of March 31, 2025. Because the Company has continuing obligations to Marriott Uptown, including a guarantee of certain recourse debt, the excess of distributions over the carrying value of the investment was not recognized as a gain. Instead, the Company recorded a liability of $1.4 million, which is presented within “Accounts payable and other accrued liabilities” on the Consolidated Balance Sheets.
For the three months ended June 30, 2025, the Company also recognized its share of net income from Marriott Uptown, of approximately $0.1 million, reducing the liability to $1.3 million as of June 30, 2025.
The Company will continue to evaluate the investment for indications of other-than-temporary impairment and will assess whether its obligations under the guarantee require recognition of additional liabilities.
Significant Equity Method Investments
For its interim reporting, the Company assesses and presents summarized financial information for its significant equity method investments in accordance with Rule 10-01(b)(1) of Regulation S-X. The Company reports the financial information on a three-month lag to align with the availability of investee financials. NexPoint Real Estate Finance, Inc. ("NREF"), VineBrook Homes Trust, Inc. ("VineBrook") and NexPoint Storage Partners, Inc. (“NSP”) 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.
The table below presents summarized statement of operations for the three months ended March 31, 2025 for the Company’s equity method investments (dollars in thousands):
| VineBrook | NSP | |
|---|---|---|
| Revenues | ||
| Rental income | $90,384 | $29,697 |
| Net interest income | — | 403 |
| Other income | 2,377 | 1,277 |
| Total revenues | 92,761 | 31,377 |
| Expenses | ||
| Total expenses | 130,943 | 27,317 |
| Gain (loss) on sales of real estate | (464) | — |
| Other income (expense) | (506) | (22,392) |
| Unrealized gain (loss) on derivatives | — | — |
| Total comprehensive income (loss) | $(39,152) | $(18,332) |
The table below presents the summarized statement of operations for the three months ended March 31, 2024 for the Company’s significant equity method investments (dollars in thousands):
| NREF | VineBrook | |
|---|---|---|
| Revenues | ||
| Rental income | $2,087 | $88,783 |
| Net interest income | (12,814) | — |
| Other income | 124 | 1,502 |
| Total revenues | (10,603) | 90,285 |
| Expenses | ||
| Total expenses | 11,026 | 129,441 |
| Gain (loss) on sales of real estate | — | (3,887) |
| Other income (expense) | 6,988 | (1,028) |
| Unrealized gain (loss) on derivatives | — | 2,773 |
| Total comprehensive income (loss) | $(14,641) | $(41,298) |
- Fair Value of Financial Instruments
The table below summarizes the Company’s assets within the valuation hierarchy carried at fair value on a recurring basis as of June 30, 2025 (in thousands):
| Fair Value | ||||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | |
| Assets | ||||
| Bond | $— | $57 | $— | $57 |
| Common stock | 43,925 | — | 126,472 | 170,397 |
| Convertible notes | — | — | 14,081 | 14,081 |
| LLC interest | — | — | 51,473 | 51,473 |
| LP interest | — | 67,145 | 167,398 | 234,543 |
| Preferred Shares | — | — | 72,719 | 72,719 |
| Rights and warrants | — | 1,788 | — | 1,788 |
| Senior loan | — | 40 | 45,947 | 45,987 |
| $43,925 | $69,030 | $478,090 | $591,045 | |
The table below summarizes the Company’s assets within the valuation hierarchy carried at fair value on a recurring basis as of December 31, 2024 (in thousands):
| Fair Value | ||||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | |
| Assets | ||||
| Bond | $— | $62 | $— | $62 |
| Common stock | 46,436 | — | 157,828 | 204,264 |
| Convertible notes | — | — | 20,846 | 20,846 |
| LLC interest | — | — | 36,777 | 36,777 |
| LP interest | — | 76,396 | 189,659 | 266,055 |
| Preferred Shares | — | — | 69,895 | 69,895 |
| Rights and warrants | — | 1,788 | — | 1,788 |
| Senior loan | — | 52 | 43,693 | 43,745 |
| $46,436 | $78,298 | $518,698 | $643,432 | |
The table below sets forth a summary of changes in the Company’s Level 3 assets (assets measured at fair value using significant unobservable inputs) for the six months ended June 30, 2025 (in thousands):
| December 31, 2024 | Contributions/ Purchases | Paid in- kind dividends | Transfer Into (Out of) Level 3 | Redemptions/conversions | Return of capital | Realized gain/(loss) | Unrealized gain/(loss) | June 30, 2025 | |
|---|---|---|---|---|---|---|---|---|---|
| Common stock | $157,828 | $— | $— | $— | $(3,687) | $— | $1,511 | $(29,180) | $126,472 |
| Convertible notes | 20,846 | — | — | — | (7,001) | — | — | 236 | 14,081 |
| LLC interest | 36,777 | 22,345 | — | — | (3,995) | — | 3,462 | (7,116) | 51,473 |
| LP interest | 189,659 | 1,310 | — | — | — | — | — | (23,571) | 167,398 |
| Preferred Shares | 69,895 | — | 2,824 | — | — | — | — | — | 72,719 |
| Senior loan | 43,693 | — | 2,514 | — | (522) | — | 2 | 260 | 45,947 |
| Total | $518,698 | $23,655 | $5,338 | $— | $(15,205) | $— | $4,975 | $(59,371) | $478,090 |
The table below sets forth a summary of changes in the Company’s Level 3 assets (assets measured at fair value using significant unobservable inputs) for the six months ended June 30, 2024 (in thousands):
| December 31, 2023 | Contributions/ Purchases | Paid in- kind dividends | Transfer Into (Out of) Level 3 | Investments (Eliminated) Acquired Through Consolidation¹ | Redemptions/conversions | Return of capital | Realized gain/(loss) | Unrealized gain/(loss) | June 30, 2024 | |
|---|---|---|---|---|---|---|---|---|---|---|
| CLO | $1,215 | $— | $— | $— | $— | $— | $(1,266) | $(22,735) | $22,786 | $— |
| Common stock | 176,256 | 904 | — | — | (5,763) | — | — | — | (8,922) | 162,475 |
| Convertible notes | 42,251 | — | — | — | (19,835) | (2,125) | — | — | 533 | 20,824 |
| LLC interest | 39,399 | 157 | — | — | 5,000 | — | — | — | 304 | 44,860 |
| LP interest | 195,898 | 4,185 | — | — | — | — | — | — | 2,886 | 202,969 |
| Preferred Shares | 66,268 | — | 2,613 | — | — | (1,700) | — | — | — | 67,181 |
| Senior loan | 46,353 | 6,500 | 2,135 | — | — | (6,123) | — | 574 | (61) | 49,378 |
| Total | $567,640 | $11,746 | $4,748 | $— | $(20,598) | $(9,948) | $(1,266) | $(22,161) | $17,526 | $547,687 |
(1) As a result of the NHT consolidation, certain investments were eliminated or acquired.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.