INDEPENDENCE REALTY TRUST INC

Previous wording

This Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act. Such forward-looking statements include, but are not limited to, anticipated enhancements to our financial results and future growth from our Portfolio Optimization and Deleveraging Strategy. All statements in this Quarterly Report on Form 10-Q that address financial and operating performance, events or developments that we expect or anticipate will occur or be achieved in the future are forward-looking statements.

Current wording

This Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act. Such forward-looking statements include, but are not limited to, anticipated enhancements to our financial results and future growth from our Portfolio Optimization and Deleveraging Strategy, our planned use of proceeds from our recent sales of common stock on a forward basis, our unsecured notes in a private placement, and our expectations with respect to the three properties which we are under contract to acquire. All statements in this Quarterly Report on Form 10-Q that address financial and operating performance, events or developments that we expect or anticipate will occur or be achieved in the future are forward-looking statements.

Previous wording

Our forward-looking statements are not guarantees of future performance and involve estimates, projections, forecasts and assumptions, including as to matters that are not within our control, and are subject to risks and uncertainties including, without limitation, risks and uncertainties related to changes in market demand for rental apartment homes and pricing pressures, including from competitors, that could lead to declines in occupancy and rent levels, uncertainty and volatility in capital and credit markets, including changes that reduce availability, and increase costs, of capital, unexpected changes in our intention or ability to repay certain debt prior to maturity, increased costs on account of inflation, increased competition in the labor market, failure to realize cost savings, efficiencies and other benefits that we expect to result from our Portfolio Optimization and Deleveraging Strategy, inability to sell certain assets, including those assets designated as held for sale, within the time frames or at the pricing levels expected, failure to achieve expected benefits from the redeployment of proceeds from asset sales, delays in completing, and cost overruns incurred in connection with, our value add initiatives and failure to achieve rent increases and occupancy levels on account of the value add initiatives, unexpected impairments or impairments in excess of our estimates, increased regulations generally and specifically on the rental housing market, including legislation that may regulate rents or delay or limit our ability to evict non-paying residents, risks endemic to real estate and the real estate industry generally, the impact of potential outbreaks of infectious diseases and measures intended to prevent the spread or address the effects thereof, the effects of natural and other disasters, unknown or unexpected liabilities, including the cost of legal proceedings, costs and disruptions as the result of a cybersecurity incident or other technology disruption, unexpected capital needs, inability to obtain appropriate insurance coverages at reasonable rates, or at all, or losses from catastrophes in excess of our insurance coverages, and share price fluctuations. Please refer to the documents filed by us with the SEC, including specifically the “Risk Factors” sections of our Annual Report on Form 10-K for the year ended December 31, 2023, and our other filings with the SEC, which identify additional factors that could cause actual results to differ from those contained in forward-looking statements.

Current wording

Our forward-looking statements are not guarantees of future performance and involve estimates, projections, forecasts and assumptions, including as to matters that are not within our control, and are subject to risks and uncertainties including, without limitation, risks and uncertainties related to changes in market demand for rental apartment homes and pricing pressures, including from competitors, that could lead to declines in occupancy and rent levels, uncertainty and volatility in capital and credit markets, including changes that reduce availability, and increase costs, of capital, unexpected changes in our intention or ability to repay certain debt prior to maturity, increased costs on account of inflation, increased competition in the labor market, failure to realize cost savings, efficiencies and other benefits that we expect to result from our Portfolio Optimization and Deleveraging Strategy, and our planned use of proceeds from our recent sales of common stock on a forward basis and our unsecured notes in a private placement, inability to sell certain assets, including those assets designated as held for sale, within the time frames or at the pricing levels expected, failure to achieve expected benefits from the redeployment of proceeds from asset sales, delays in completing, and cost overruns incurred in connection with, our value add initiatives and failure to achieve rent increases and occupancy levels on account of the value add initiatives, unexpected impairments or impairments in excess of our estimates, increased regulations generally and specifically on the rental housing market, including legislation that may regulate rents or delay or limit our ability to evict non-paying residents, risks endemic to real estate and the real estate industry generally, the impact of potential outbreaks of infectious diseases and measures intended to prevent the spread or address the effects thereof, the effects of natural and other disasters, unknown or unexpected liabilities, including the cost of legal proceedings, costs and disruptions as the result of a cybersecurity incident or other technology disruption, unexpected capital needs, inability to obtain appropriate insurance coverages at reasonable rates, or at all, or losses from catastrophes in excess of our insurance coverages, and share price fluctuations. Please refer to the documents filed by us with the SEC, including specifically the “Risk Factors” sections of our Annual Report on Form 10-K for the year ended December 31, 2023, and our other filings with the SEC, which identify additional factors that could cause actual results to differ from those contained in forward-looking statements.

Previous wording

We are a self-administered and self-managed Maryland corporation that has elected to be taxed as a real estate investment trust (“REIT”). We are primarily engaged in the ownership, operation, management, improvement, and acquisition of multifamily apartment communities in non-gateway markets. As of June 30, 2024, we owned and operated 110 multifamily apartment properties (including one owned through a consolidated joint venture) that contain an aggregate of 32,685 units. Our properties are located in Alabama, Colorado, Florida, Georgia, Indiana, Kentucky, North Carolina, Ohio, Oklahoma, South Carolina, Tennessee and Texas. In addition, as of June 30, 2024, we owned and consolidated two investments in real estate under development in Colorado that will, upon completion, contain an aggregate of 621 units. As of June 30, 2024, we also owned interests in four unconsolidated joint ventures, two that own and operate multifamily apartment communities that contain an aggregate of 810 units and two that are developing multifamily apartment communities that will contain, upon completion, an aggregate of 653 units. We do not have any foreign operations and our business is not seasonal.

Current wording

We are a self-administered and self-managed Maryland corporation that has elected to be taxed as a real estate investment trust (“REIT”). We are primarily engaged in the ownership, operation, management, improvement, and acquisition of multifamily apartment communities in non-gateway markets. As of September 30, 2024, we owned and operated 110 multifamily apartment properties (including one owned through a consolidated joint venture) that contain an aggregate of 32,670 units. Our properties are located in Alabama, Colorado, Florida, Georgia, Indiana, Kentucky, North Carolina, Ohio, Oklahoma, South Carolina, Tennessee and Texas. In addition, as of September 30, 2024, we owned and consolidated two investments in real estate under development in Colorado that will, upon completion, contain an aggregate of 621 units. As of September 30, 2024, we also owned interests in four unconsolidated joint ventures, two that own and operate multifamily apartment communities that contain an aggregate of 810 units and two that are developing multifamily apartment communities that will contain, upon completion, an aggregate of 653 units. We do not have any foreign operations and our business is not seasonal.

Previous wording

As of June 30, 2024, we owned and consolidated 110 multifamily apartment properties, totaling 32,685 units. Below is a summary of our consolidated property portfolio by market.

Current wording

As of September 30, 2024, we owned and consolidated 110 multifamily apartment properties, totaling 32,670 units. Below is a summary of our consolidated property portfolio by market.

Previous wording

The Portfolio Optimization and Deleveraging Strategy concluded with the sale of the tenth and final property on April 30, 2024 for a gross sales price of $28.5 million, and proceeds from the sale were used to pay outstanding mortgage debt in the amount of $15.0 million, and $13.3 million in borrowings under our unsecured revolver. The Portfolio Optimization and Deleveraging Strategy resulted in the sale of ten properties for an aggregate gross sales price of $525.3 million and proceeds from the sales were used to repay an aggregate of $517.1 million of debt.

Current wording

In 2024, the Portfolio Optimization and Deleveraging Strategy concluded with the sale of six properties in four markets for an aggregate gross sales price of $324.6 million, and proceeds from the sales were used to repay an aggregate of $320.3 million of debt. The Portfolio Optimization and Deleveraging Strategy resulted in the sale of ten properties for an aggregate gross sales price of $525.3 million and proceeds from the sales were used to repay an aggregate of $517.1 million of debt.

Previous wording

No new investments in unconsolidated real estate entities were entered into during the three and six months ended June 30, 2024. On July 16, 2024, we amended the related joint venture agreement for the property, which is expected to result in the return of our invested capital and corresponding preferred return no later than December 31, 2024, while also providing us with a right of first refusal on any sale of The Crockett. The amendment of the joint venture agreement also converted the right of first offer on the Views of Music City II to a right of first refusal. As of June 30, 2024 and December 31, 2023, we had investments in unconsolidated real estate entities of $90.3 million and $89.0 million, respectively.

Current wording

No new investments in unconsolidated real estate entities were entered into during the three and nine months ended September 30, 2024. However, we continued to fund commitments to our existing investments in unconsolidated real estate entities. On July 16, 2024, we amended the related joint venture agreement governing the entity that owns The Crockett, which resulted in the return of our invested capital in the amount of $5.5 million and preferred return in the amount of $3.0 million thereon on October 17, 2024, while also providing us with a right of first refusal on any sale of The Crockett. The amendment of the joint venture agreement also converted the right of first offer on the Views of Music City II to a right of first refusal. As of September 30, 2024 and December 31, 2023, we had investments in unconsolidated real estate entities of $95.4 million and $89.0 million, respectively.

Previous wording

As part of our merger with Steadfast Apartment REIT, Inc. (the “STAR Merger”), we acquired two land parcels in Denver, Colorado that are being developed into multifamily properties that will contain 621 units, in the aggregate, upon completion. As of June 30, 2024 and December 31, 2023, we had investments in real estate under development of $115.2 million and $98.4 million, respectively, net of $87.1 million and $77.5 million placed in service, respectively.

Current wording

As part of our merger with Steadfast Apartment REIT, Inc. (the “STAR Merger”), we acquired two land parcels in Denver, Colorado that are being developed into multifamily properties that will contain 621 units, in the aggregate, upon completion. As of September 30, 2024 and December 31, 2023, we had investments in real estate under development of $115.2 million and $98.4 million, respectively, net of $102.2 million and $77.5 million placed in service, respectively.

Previous wording

Our value add program provides us with the opportunity to improve long-term growth through targeted unit renovations at communities where there is the potential for outsized rent growth.

Current wording

Our value add program provides us with the opportunity to improve long-term growth through targeted unit renovations at communities where there is the potential for outsized rent growth. We completed renovations on 578 units during the three months ended September 30, 2024. From inception of our value add program in January 2018 through

Previous wording

We completed renovations on 378 units during the three months ended June 30, 2024. From inception of our value add program in January 2018 through June 30, 2024, we completed renovations on 8,469 of the 13,281 units currently in our value add program, achieving a return on investment of 17.1% (and approximately 19.1% on the interior portion of such renovation costs). We compute return on cost by using the rent premium per unit per month, multiplied by 12, divided by the applicable renovation costs per unit and we compute the rent premium as the difference between the rental rate on the renovated unit (excluding the impact of concessions) and the market rent for a comparable unrenovated unit as of the date presented, as determined by management consistent with its customary rent-setting and evaluation procedures.

Current wording

September 30, 2024, we completed renovations on 9,047 of the 13,281 units currently in our value add program, achieving a return on investment of 16.9% (and approximately 18.9% on the interior portion of such renovation costs). We compute return on cost by using the rent premium per unit per month, multiplied by 12, divided by the applicable renovation costs per unit and we compute the rent premium as the difference between the rental rate on the renovated unit (excluding the impact of concessions) and the market rent for a comparable unrenovated unit as of the date presented, as determined by management consistent with its customary rent-setting and evaluation procedures.

Previous wording

On June 14, 2023, we replaced our previous shelf registration statement with our new shelf registration statement. On July 28, 2023, we entered into an equity distribution agreement pursuant to which we may from time to time offer and sell shares of our common stock under our shelf registration statement having an aggregate offering price of up to $450,000 (the “ATM Program”) in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act. Under the ATM Program, we may also enter into one or more forward sale transactions for the sale of shares of our common stock on a forward basis. There were no forward sale transactions as of June 30, 2024, and no shares of our common stock were sold under the ATM Program during the three and six months ended June 30, 2024.

Current wording

On June 14, 2023, we replaced our previous shelf registration statement with our new shelf registration statement. On July 28, 2023, we entered into an equity distribution agreement pursuant to which we may from time to time offer and sell shares of our common stock under our shelf registration statement having an aggregate offering price of up to $450 million (the “ATM Program”) in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act. Under the ATM Program, we may also enter into one or more forward sale transactions for the sale of shares of our common stock on a forward basis.

Previous wording

Rental and other property revenue. Revenue from rental and other property revenue of the consolidated portfolio decreased $5.5 million to $158.1 million for the three months ended June 30, 2024 from $163.6 million for the three months ended June 30, 2023. The decrease was primarily attributable to a $10.8 million decrease in non same-store rental and other property revenue driven by the sale of ten properties under the Portfolio Optimization and Deleveraging Strategy, partially offset by an increase in same-store rental and other property revenue of $5.3 million driven by a 1.6% increase in average effective monthly rents and a 1.2% increase in average occupancy compared to the prior year period.

Current wording

Rental and other property revenue. Revenue from rental and other property revenue of the consolidated portfolio decreased $8.5 million to $159.9 million for the three months ended September 30, 2024 from $168.4 million for the three months ended September 30, 2023. The decrease was primarily attributable to a $12.3 million decrease in non same-store rental and other property revenue driven by the sale of ten properties under the Portfolio Optimization and Deleveraging Strategy, partially offset by an increase in same-store rental and other property revenue of $3.8 million driven by a 1.2% increase in average effective monthly rents and a 0.9% increase in average occupancy compared to the prior year period.

Previous wording

Property operating expenses. Property operating expenses decreased $1.2 million to $60.9 million for the three months ended June 30, 2024 from $62.1 million for the three months ended June 30, 2023. The decrease was due to a $4.0 million decrease in property operating expenses due to the sale of ten properties under our Portfolio Optimization and Deleveraging Strategy partially offset by a $2.8 million increase in same-store property operating expense, driven by an increase in repairs and maintenance, advertising expenses, personnel expenses and property insurance.

Current wording

Property operating expenses. Property operating expenses decreased $2.8 million to $60.5 million for the three months ended September 30, 2024 from $63.3 million for the three months ended September 30, 2023. The decrease was due to a $4.4 million decrease in property operating expenses due to the sale of ten properties under our Portfolio Optimization and Deleveraging Strategy partially offset by a net $1.6 million increase in same-store property operating expense, driven by an increase in personnel expenses, repairs and maintenance, and utilities partially offset by a decrease in real estate taxes.

Previous wording

General and administrative expenses. General and administrative expenses increased $0.3 million to $6.2 million for the three months ended June 30, 2024 from $5.9 million for the three months ended June 30, 2023. The increase was primarily due to higher personnel costs compared to the prior year period.

Current wording

General and administrative expenses. General and administrative expenses increased $1.1 million to $4.8 million for the three months ended September 30, 2024 from $3.7 million for the three months ended September 30, 2023. The increase was primarily due to the prior year period including the reversal of stock compensation and bonus expense related to executive departures that occurred in 2023.

Previous wording

Casualty losses. During the six months ended June 30, 2024, we incurred $2.8 million in casualty losses where the carrying value of the damage exceeded insurance proceeds due to policy deductibles. During the six months ended June 30, 2023, we incurred $0.8 million in casualty losses due to fires at three properties where the carrying value of the damage exceeded insurance proceeds due to policy deductibles.

Current wording

Casualty losses. During the three months ended September 30, 2024, we incurred $1.2 million in net casualty losses primarily due to fire damage at one property where the carrying value of the damage exceeded insurance proceeds due to policy deductibles.

Previous wording

Interest expense. Interest expense decreased $4.7 million to $17.5 million for the three months ended June 30, 2024 from $22.2 million for the three months ended June 30, 2023. The decrease was primarily driven by the reduction of debt associated with the sale of ten properties under the Portfolio Optimization and Deleveraging Strategy.

Current wording

Interest expense. Interest expense decreased $3.7 million to $18.3 million for the three months ended September 30, 2024 from $22.0 million for the three months ended September 30, 2023. The decrease was primarily driven by the reduction of debt associated with the sale of ten properties under the Portfolio Optimization and Deleveraging Strategy.

Previous wording

Six Months Ended June 30, 2024 compared to the Six Months Ended June 30, 2023

Current wording

Nine Months Ended September 30, 2024 compared to the Nine Months Ended September 30, 2023

Previous wording

Rental and other property revenue. Revenue from rental and other property revenue of the consolidated portfolio decreased $6.3 million to $318.4 million for the six months ended June 30, 2024 from $324.7 million for the six months ended June 30, 2023. The decrease was primarily attributable to a $16.5 million decrease in non same-store rental and other property revenue driven by the sale of ten properties under the Portfolio Optimization and Deleveraging Strategy. This decrease in non same-store rental and other property revenue was partially offset by an increase in same-store rental and other property revenue of $10.2 million driven by a 1.6% increase in average effective monthly rents and a 1.2% increase in average occupancy compared to the prior year period.

Current wording

Rental and other property revenue. Revenue from rental and other property revenue of the consolidated portfolio decreased $14.8 million to $478.3 million for the nine months ended September 30, 2024 from $493.1 million for the nine months ended September 30, 2023. The decrease was primarily attributable to a $28.8 million decrease in non same-store rental and other property revenue driven by the sale of ten properties under the Portfolio Optimization and Deleveraging Strategy. This decrease in non same-store rental and other property revenue was partially offset by an increase in same-store rental and other property revenue of $14.0 million driven by a 1.4% increase in average effective monthly rents and a 1.1% increase in average occupancy compared to the prior year period.

Previous wording

Property operating expenses. Property operating expenses decreased $0.4 million to $120.9 million for the six months ended June 30, 2024 from $121.3 million for the six months ended June 30, 2023. The decrease was primarily due to the $5.9 million decrease in property operating expenses due to the sale of ten properties under our Portfolio Optimization and Deleveraging Strategy partially offset by a $5.5 million increase in same-store property operating expenses, primarily due to higher property insurance, personnel expenses, and advertising expenses.

Current wording

Property operating expenses. Property operating expenses decreased $3.2 million to $181.4 million for the nine months ended September 30, 2024 from $184.6 million for the nine months ended September 30, 2023. The decrease was primarily due to the $10.3 million decrease in property operating expenses due to the sale of ten properties under our Portfolio Optimization and Deleveraging Strategy partially offset by a net $7.1 million increase in same-store property operating expenses, primarily due to higher personnel expenses, utilities, property insurance, and advertising expenses, partially offset by a decrease in real estate taxes.

Previous wording

Property management expenses. Property management expenses increased $2.0 million to $15.2 million for the six months ended June 30, 2024 from $13.2 million for the six months ended June 30, 2023 primarily due to higher personnel costs driven by $0.4 million of employee retention credit benefits realized in the prior year period and higher software license costs as a result of ongoing centralization efforts.

Current wording

Property management expenses. Property management expenses increased $2.1 million to $22.5 million for the nine months ended September 30, 2024 from $20.4 million for the nine months ended September 30, 2023 primarily due to higher personnel costs driven by employee retention credits recognized in 2023 and higher software costs driven by centralization efforts.

Previous wording

General and administrative expenses. General and administrative expenses increased $0.5 million to $14.6 million for the six months ended June 30, 2024 from $14.1 million for the six months ended June 30, 2023. The increase was primarily due to higher professional fees compared to the prior year period.

Current wording

General and administrative expenses. General and administrative expenses increased $1.7 million to $19.4 million for the nine months ended September 30, 2024 from $17.7 million for the nine months ended September 30, 2023. The increase was primarily due to the prior year period including the reversal of stock compensation and bonus expense related to executive departures that occurred in 2023 and employee retention credits recognized in 2023.

Previous wording

Casualty losses. During the three months ended June 30, 2024, we incurred $0.5 million in net casualty losses primarily due to fire damage at two properties where the carrying value of the damage exceeded insurance proceeds due to policy deductibles. During the three months ended June 30, 2023, we incurred $0.7 million in casualty losses due to fires at two properties where the carrying value of the damage exceeded insurance proceeds due to policy deductibles.

Current wording

Casualty losses. During the nine months ended September 30, 2024, we incurred $4.0 million in casualty losses due to winter storm damage and fire at various properties where the carrying value of the damage exceeded insurance proceeds due to policy deductibles. During the nine months ended September 30, 2023, we incurred $0.9 million in casualty losses due to fires at three properties where the carrying value of the damage exceeded insurance proceeds due to policy deductibles.

Previous wording

Interest expense. Interest expense decreased $6.3 million to $38.1 million for the six months ended June 30, 2024 from $44.4 million for the six months ended June 30, 2023 primarily due to the reduction of debt associated with the sale of ten properties under the Portfolio Optimization and Deleveraging Strategy.

Current wording

Interest expense. Interest expense decreased $10.0 million to $56.4 million for the nine months ended September 30, 2024 from $66.4 million for the nine months ended September 30, 2023 primarily due to the reduction of debt associated with the sale of ten properties under the Portfolio Optimization and Deleveraging Strategy.

Previous wording

Gain on sale of real estate assets, net. During the six months ended June 30, 2024, we sold six multi-family properties and recognized a gain on sale of real estate, net of $10.4 million comprised of a $25.5 million gain on sale of real estate, net, partially offset by a loss on impairment of $15.1 million for one property held for sale as of June 30, 2024, as a result of the carrying value of the real estate exceeding the expected sales price less transaction costs. During the six months ended June 30, 2023, we sold one multi-family property resulting in a gain on sale of real estate, net of $1.0 million.

Current wording

Gain on sale (loss on impairment) of real estate assets, net. During the nine months ended September 30, 2024, we sold seven multi-family properties and recognized a gain on sale of real estate, net of $11.1 million comprised of a $26.2 million gain on sale of real estate, net, partially offset by a loss on impairment of $15.1 million for one property. During the nine months ended September 30, 2023, one multifamily property in Chicago, Illinois was sold for a gain of $1.0 million and we recorded a $11.3 million impairment charge due to the carrying value exceeding the expected sales price less transaction costs.

Previous wording

Restructuring costs. During the six months ended June 30, 204, we incurred no restructuring costs. During the six months ended June 30, 2023, we incurred approximately $3.2 million of severance costs related to the reorganization of certain departments that impacted a limited number of employees.

Current wording

Restructuring costs. During the nine months ended September 30, 2024, we incurred no restructuring costs. During the nine months ended September 30, 2023, we incurred approximately $3.2 million of severance costs related to the reorganization of certain departments that impacted a limited number of employees.

Previous wording

Set forth below is a reconciliation of net income to FFO and CFFO for the three and six months ended June 30, 2024 and 2023 (in thousands, except share and per share information):

Current wording

Set forth below is a reconciliation of net income to FFO and CFFO for the three and nine months ended September 30, 2024 and 2023 (in thousands, except share and per share information):

Previous wording

(1)Based on 230,734,872 and 230,652,876 weighted-average shares and units outstanding for the three and six months ended June 30, 2024, respectively.

Current wording

(1)Based on 230,762,299 and 230,689,617 weighted-average shares and units outstanding for the three and nine months ended September 30, 2024, respectively.

Previous wording

(2)Based on 230,369,086 and 230,278,208 weighted-average shares and units outstanding for the three and six months ended June 30, 2023, respectively.

Current wording

(2)Based on 230,444,945 and 230,334,398 weighted-average shares and units outstanding for the three and nine months ended September 30, 2023, respectively.

Previous wording

Set forth below is a reconciliation of GAAP net income to Same-Store Portfolio NOI for the three and six months ended June 30, 2024 and 2023 (in thousands):

Current wording

Set forth below is a reconciliation of GAAP net income to Same-Store Portfolio NOI for the three and nine months ended September 30, 2024 and 2023 (in thousands):

Previous wording

(a)Same-Store Portfolio for the three and six months ended June 30, 2024 and 2023 included 108 properties containing 32,153 units.

Current wording

(a)Same-Store Portfolio for the three and nine months ended September 30, 2024 and 2023 included 108 properties containing 32,153 units.

Previous wording

Average effective rent per unit represents the average of gross rent amounts, divided by the average occupancy (in units) for the period presented. We believe average effective rent is a helpful measurement in evaluating average pricing. This metric, when presented, reflects the average effective rent per month.

Current wording

Average effective rent per unit represents the average of net rent amounts, after concessions amortized over the life of the lease, divided by the average occupancy (in units) for the period presented. We believe average effective rent is a helpful measurement in evaluating average pricing. This metric, when presented, reflects the average effective rent per month.

Previous wording

Set forth below is Same-Store Portfolio(a) NOI for the three and six months ended June 30, 2024 and 2023 (in thousands, except per unit data):

Current wording

Set forth below is Same-Store Portfolio(a) NOI for the three and nine months ended September 30, 2024 and 2023 (in thousands, except per unit data):

Previous wording

(a)Same-Store Portfolio for the three and six months ended June 30, 2024 and 2023 included 108 properties containing 32,153 units.

Current wording

(a)Same-Store Portfolio for the three and nine months ended September 30, 2024 and 2023 included 108 properties containing 32,153 units.

Previous wording

•the use of our cash and cash equivalents of $21.0 million as of June 30, 2024;

Current wording

•the use of our cash and cash equivalents of $17.6 million as of September 30, 2024;

Previous wording

As of June 30, 2024 and 2023, we maintained cash and cash equivalents, and restricted cash of approximately $47.4 million and $42.5 million, respectively. Our cash and cash equivalents were generated from the following activities (dollars in thousands):

Current wording

As of September 30, 2024 and 2023, we maintained cash and cash equivalents, and restricted cash of approximately $48.2 million and $49.0 million, respectively. Our cash and cash equivalents were generated from the following activities (dollars in thousands):

Previous wording

Our cash inflows from operating activities during the six months ended June 30, 2024 and 2023 were primarily driven by ongoing operations of our properties.

Current wording

Our cash inflows from operating activities during the nine months ended September 30, 2024 and 2023 were primarily driven by ongoing operations of our properties.

Previous wording

Our cash inflows from investing activities during the six months ended June 30, 2024 were primarily due to $320.6 million of proceeds from the disposition of six properties under our Portfolio Optimization and Deleveraging Strategy and $3.5 million of proceeds from insurance claims, partially offset by $55.7 million of capital expenditures, $26.9 million of investments in real estate under development and $3.0 million of investments in unconsolidated real estate entities. Our cash outflows from investing activities during the six months ended June 30, 2023 were primarily due to $67.2 million of capital expenditures, $21.7 million of investments in unconsolidated real estate entities, and $30.6 million of investments in real estate under development, partially offset by $35.6 million of proceeds from one property disposition.

Current wording

Our cash inflows from investing activities during the nine months ended September 30, 2024 were primarily due to $390.8 million of proceeds from the disposition of seven properties, which included six properties targeted for sale under our Portfolio Optimization and Deleveraging Strategy, and $4.0 million of proceeds from insurance claims, partially offset by $92.1 million of capital expenditures, $81.2 million to acquire one multifamily property, $41.9 million of investments in real estate under development and $8.9 million of investments in unconsolidated real estate entities. Our cash outflows from investing activities during the nine months ended September 30, 2023 were primarily due to $111.9 million of capital expenditures, $23.2 million of investments in unconsolidated real estate entities, and $48.5 million of investments in real estate under development, partially offset by $35.6 million of proceeds from one property disposition.

Previous wording

Our cash outflows from financing activities during the six months ended June 30, 2024 were primarily due to unsecured credit facility and mortgage principal repayments of $422.3 million, payment of dividends on our common stock and noncontrolling interests of $74.0 million, partially offset by $131.0 million of draws on our unsecured revolver. Our cash outflows from financing activities during the six months ended June 30, 2023 were primarily due to payment of dividends on our common stock and noncontrolling interests of $64.7 million partially offset by $27.5 million of net draws on our unsecured revolver.

Current wording

Our cash outflows from financing activities during the nine months ended September 30, 2024 were primarily due to mortgage principal repayments of $211.1 million, net repayments on our unsecured credit facility of $43.7 million and payment of dividends on our common stock and noncontrolling interests of $110.9 million. Our cash outflows from financing activities during the nine months ended September 30, 2023 were primarily due to payment of dividends on our common stock and noncontrolling interests of $101.6 million partially offset by $57.5 million of net draws on our unsecured credit facility.

Previous wording

There were no off-balance sheet arrangements during the six months ended June 30, 2024 that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our interests.

Current wording

There were no off-balance sheet arrangements during the nine months ended September 30, 2024 that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our interests.