NexPoint Real Estate Finance, Inc.
For the period ended Jul 22, 2025. Filed Jul 28, 2025.
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Jul 22, 2025 · Filed Jul 28, 2025
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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma consolidated financial statements have been prepared to provide pro forma information with respect to the disposition of the Hudson Montford multifamily property, located in Charlotte, North Carolina (“Montford”). On July 22, 2025, NexPoint Real Estate Finance, Inc. (the “Company”) completed the sale of Montford for $60.0 million (the “Montford Transaction”) pursuant to a Membership Interest Purchase Agreement, dated June 4, 2025 (the “Agreement”), by and among NREF OP IV, L.P. and NexPoint Montford Investment Co, LLC, subsidiaries of the Company, and NexBank Capital, Inc.
The accompanying Unaudited Pro Forma Consolidated Balance Sheet is presented as of March 31, 2025 and the Unaudited Pro Forma Consolidated Statements of Operations of the Company are presented for the three months ended March 31, 2025 and the year ended December 31, 2024, and include certain pro forma adjustments to illustrate the estimated effect of the Company's disposition of Montford. This pro forma consolidated financial information is presented for informational purposes only and does not purport to be indicative of the Company's financial results as if the transaction reflected herein had occurred on the date or been in effect during the periods indicated. This pro forma consolidated financial information should not be viewed as indicative of the Company's financial results in the future and should be read in conjunction with the Company's Form 10-K for the year ended December 31, 2024 and Form 10-Q for the three months ended March 31, 2025.
NexPoint Real Estate Finance, Inc.
Unaudited Pro Forma Consolidated Balance Sheet
As of March 31, 2025
| NREF Historical · Disposition of Montford · NREF Pro Forma | ||||
|---|---|---|---|---|
| ASSETS | ||||
| Cash and cash equivalents | $19,224 | $27,347 | A | $46,571 |
| Restricted cash | 4,264 | — | B | 4,264 |
| Real estate investments, net | 120,895 | (55,907) | B | 64,988 |
| Loans, held-for-investment, net ($24,306 and $28,036 with related parties, respectively) | 489,942 | — | 489,942 | |
| Common stock investments, at fair value ($29,289 and $30,467 with related parties, respectively) | 55,975 | — | 55,975 | |
| Equity method investments ($1,524 and $1,504 with related parties, respectively) | 1,556 | — | 1,556 | |
| Mortgage loans, held-for-investment, net | 273,452 | — | 273,452 | |
| Preferred stock investments, at fair value | 73,962 | — | 73,962 | |
| Accrued interest and dividends | 40,316 | — | 40,316 | |
| Mortgage loans held in variable interest entities, at fair value | 4,235,748 | — | 4,235,748 | |
| CMBS structured pass-through certificates, at fair value | 39,852 | — | 39,852 | |
| MSCR Notes, at fair value | — | — | — | |
| Mortgage backed securities, at fair value ($0 and $0 with related parties, respectively) | — | — | — | |
| Stock warrant investments | 42,573 | — | 42,573 | |
| Accounts receivable and other assets | 1,000 | (303) | B | 697 |
| TOTAL ASSETS | $5,398,759 | $(28,863) | $5,369,896 | |
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
| Liabilities: | ||||
| Secured financing agreements, net | $252,690 | $— | $252,690 | |
| Master repurchase agreements | 258,598 | — | 258,598 | |
| Unsecured notes, net | 221,395 | — | 221,395 | |
| Mortgages payable, net | 95,390 | (31,890) | B | 63,500 |
| Accounts payable and other accrued liabilities | 8,725 | (75) | B | 8,650 |
| Accrued interest payable | 13,036 | (195) | B | 12,841 |
| Bonds payable held in variable interest entities, at fair value | $3,928,411 | $— | $3,928,411 | |
| Total Liabilities | 4,778,245 | (32,160) | 4,746,085 | |
| Redeemable Series B Preferred stock, $0.01 par value: 16,000,000 shares authorized; 8,470,908 and 6,678,997 shares issued and 8,470,908 and 6,677,251 shares outstanding, respectively | 188,999 | — | 188,999 | |
| Redeemable noncontrolling interests in the OP | 87,808 | — | 87,808 | |
| Stockholders' Equity: | ||||
| Noncontrolling interest in CMBS variable interest entities | 3,273 | — | 3,273 | |
| Noncontrolling interest in subsidiary | 95 | — | 95 | |
| Series A Preferred stock, $0.01 par value: 100,000,000 shares authorized; 1,645,000 and 2,000,000 shares issued and outstanding, respectively | 16 | — | 16 | |
| Common stock, $0.01 par value: 500,000,000 shares authorized; 17,643,526 and 17,461,129 shares issued outstanding, respectively | 176 | — | 176 | |
| Additional paid-in capital | 387,683 | — | 387,683 | |
| Retained earnings (accumulated deficit) | (47,536) | 3,297 | B,C | (44,239) |
| Total Stockholders' Equity | $343,707 | $3,297 | $347,004 | |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $5,398,759 | $(28,863) | $5,369,896 | |
NexPoint Real Estate Finance, Inc.
Unaudited Pro Forma Consolidated Statement of Operations
For the Three Months Ended March 31, 2025
| NREF Historical · Disposition of Montford · NREF Pro Forma | ||||
|---|---|---|---|---|
| Net interest income | ||||
| Interest income | $22,043 | $— | $22,043 | |
| Interest expense | (10,534) | — | (10,534) | |
| Total net interest income (loss) | $11,509 | $— | $11,509 | |
| Other income (loss) | ||||
| Change in net assets related to consolidated CMBS variable interest entities | 7,084 | — | 7,084 | |
| Change in unrealized gain (loss) on CMBS structured pass-through certificates | 1,172 | — | 1,172 | |
| Change in unrealized gain (loss) on common stock investments | (1,414) | — | (1,414) | |
| Change in unrealized gain (loss) on preferred stock investments | 15,173 | — | 15,173 | |
| Change in unrealized gain (loss) on MSCR Notes | — | — | — | |
| Change in unrealized gain (loss) on mortgage backed securities | — | — | — | |
| Reversal of (provision for) credit losses | (3,625) | — | (3,625) | |
| Dividend income | 1,999 | — | 1,999 | |
| Other income (loss) | (70) | — | (70) | |
| Realized gain | — | — | — | |
| Loss on extinguishment of debt | (45) | — | (45) | |
| Gain on deconsolidation of variable interest entity | — | — | — | |
| Equity in income (losses) of equity method investments | 53 | — | 53 | |
| Revenues from consolidated real estate owned | 2,409 | (1,091) | AA | 3,500 |
| Total other income (loss) | $22,736 | $(1,091) | $23,827 | |
| Operating expenses | ||||
| General and administrative expenses | 2,512 | — | 2,512 | |
| Loan servicing fees | 321 | — | 321 | |
| Management fees | 1,411 | — | 1,411 | |
| Expenses from consolidated real estate owned | 4,039 | (1,448) | AA | 5,487 |
| Total operating expenses | 8,283 | (1,448) | 9,731 | |
| Net income (loss) | $25,962 | $357 | $25,605 | |
| Net (income) loss attributable to Series A preferred stockholders | (874) | — | (874) | |
| Net (income) loss attributable to Series B preferred stockholders | (4,407) | — | (4,407) | |
| Net (income) loss attributable to redeemable noncontrolling interests | (4,163) | — | (4,163) | |
| Net income (loss) attributable to common stockholders | $16,518 | $357 | $16,161 | |
| Weighted-average common shares outstanding - basic | 17,516 | — | 17,516 | |
| Weighted-average common shares outstanding - diluted | 36,049 | — | 36,049 | |
| Earnings (loss) per share outstanding - basic | $0.94 | $— | $0.92 | |
| Earnings (loss) per share outstanding - diluted | $0.70 | $— | $0.69 | |
| Dividends declared per common share | $0.5000 | $— | $0.5000 | |
NexPoint Real Estate Finance, Inc.
Unaudited Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 2024
| NREF Historical · Disposition of Montford · NREF Pro Forma | ||||
|---|---|---|---|---|
| Net interest income | ||||
| Interest income | $72,507 | $— | $72,507 | |
| Interest expense | (44,371) | — | (44,371) | |
| Total net interest income | $28,136 | $— | $28,136 | |
| Other income (loss) | ||||
| Change in net assets related to consolidated CMBS variable interest entities | 36,669 | — | 36,669 | |
| Change in unrealized gain (loss) on CMBS structured pass-through certificates | 1,925 | — | 1,925 | |
| Change in unrealized gain (loss) on common stock investments | (4,140) | — | (4,140) | |
| Change in unrealized gain (loss) on preferred stock investments | 667 | — | 667 | |
| Change in unrealized gain (loss) on MSCR Notes | (13) | — | (13) | |
| Change in unrealized gain (loss) on mortgage backed securities | 763 | — | 763 | |
| Reversal of (provision for) credit losses | 723 | — | 723 | |
| Dividend income | 2,009 | — | 2,009 | |
| Other income | 748 | — | 748 | |
| Realized gain | 691 | — | 691 | |
| Loss on extinguishment of debt | (488) | — | (488) | |
| Gain on deconsolidation of variable interest entity | — | — | — | |
| Equity in income (losses) of equity method investments | (3,951) | — | (3,951) | |
| Revenues from consolidated real estate owned | 8,864 | (4,541) | AA | 4,323 |
| Total other income (loss) | $44,467 | $(4,541) | $39,926 | |
| Operating expenses | ||||
| General and administrative expenses | 12,812 | — | 12,812 | |
| Loan servicing fees | 1,585 | — | 1,585 | |
| Management fees | 3,867 | — | 3,867 | |
| Expenses from consolidated real estate owned | 18,377 | (6,401) | AA | 11,976 |
| Total operating expenses | 36,641 | (6,401) | 30,240 | |
| Net income | $35,962 | $1,860 | $37,822 | |
| Net (income) loss attributable to Series A preferred stockholders | (3,496) | — | (3,496) | |
| Net (income) loss attributable to Series B preferred stockholders | (8,003) | — | (8,003) | |
| Net (income) loss attributable to redeemable noncontrolling interests | (6,770) | — | (6,770) | |
| Net income attributable to common stockholders | $17,693 | $1,860 | $19,553 | |
| Weighted-average common shares outstanding - basic | 17,402 | — | 17,402 | |
| Weighted-average common shares outstanding - diluted | 17,402 | — | 17,402 | |
| Earnings per share outstanding - basic | $1.02 | $— | $1.12 | |
| Earnings per share outstanding - diluted | $1.02 | $— | $1.12 | |
| Dividends declared per common share | $2.0000 | $— | $2.0000 | |
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