NexPoint Real Estate Finance Inc
For the period ended Jun 30, 2024. Filed Aug 8, 2024.
View on SEC.govAbout this filing
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.
Jun 30, 2024 · Filed Aug 8, 2024
NREF$13.40-1.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-03-31; filed 2024-05-14.
0001786248-24-000011
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-06-30; filed 2024-08-08.
0001786248-24-000017
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 155 previous paragraphs and 163 current paragraphs.
94 unchanged; 53 reworded; 11 added; 6 removed; 2 previous and 5 current paragraphs rearranged.
Tables are not compared: 17 previous and 18 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (11)
Current report
Net interest income (expense). Net interest income was $6.7 million for the three months ended June 30, 2024 compared to net interest income of $4.2 million for the three months ended June 30, 2023 which was an increase of approximately $2.5 million. The increase between the periods is primarily due to a decrease in interest expense from the repayment of one of our senior loans in the first quarter of 2024. As of June 30, 2024 we own 85 discrete investments compared to 87 as of June 30, 2023.
Current report
Revenues
Current report
Expenses
Current report
Loan servicing fees. Loan servicing fees were $0.9 million for the six months ended June 30, 2024 compared to $2.1 million for the six months ended June 30, 2023, which was a decrease of approximately $1.2 million. The decrease between the periods was primarily due to a decrease in SFR Loans and mezzanine loans in the portfolio compared to the prior period.
Current report
Management fees. Management fees were $1.7 million for the six months ended June 30, 2024 compared to $1.7 million for the six months ended June 30, 2023.
Current report
Starting in the second quarter of 2024, EAD per diluted share and CAD per diluted share are based on adjusted diluted weighted average shares. Adjusted weighted average diluted shares outstanding is a non-GAAP measure calculated by subtracting the dilutive effect of potential redemptions of Series B Preferred shares for shares of our common stock from weighted average diluted shares outstanding. We believe providing adjusted weighted average diluted shares outstanding and EAD per diluted share and CAD per diluted share based on adjusted weighted average diluted shares outstanding is helpful to our investors in their assessment of our performance without the potential dilutive effective of the Series B Preferred shares. We have the right to redeem the Series B Preferred shares for cash or shares of our common stock. Additionally, Series B Preferred redemptions are capped at 2% of the outstanding Series B Preferred shares per month, 5% per quarter and 20% per year. Further, it is the Company's intent to not settle Series B Preferred redemptions in shares of common stock when the Company's common stock price is below book value.
Current report
Adjusted weighted average diluted shares outstanding should not be considered as an alternative to the GAAP measures. Our computation of adjusted weighted average diluted shares outstanding may not be comparable to adjusted weighted average diluted shares outstanding reported by other companies.
Current report
Prior period EAD per diluted share and CAD per diluted share have not been updated to reflect this adjustment as the dilutive effect of the Series B Preferred redemptions were immaterial to prior periods.
Current report
(3)Starting in the second quarter of 2024, EAD per diluted weighted-average share, CAD per diluted weighted-average share and adjusted diluted weighted average common shares outstanding do not include the dilutive effect of the potential redemption of Series B Preferred Stock for common shares. Prior periods have not been updated to reflect this adjustment.
Current report
(3)Starting in the second quarter of 2024, EAD per diluted weighted-average share, CAD per diluted weighted-average share and adjusted diluted weighted average common shares outstanding do not include the dilutive effect of the potential redemption of Series B Preferred Stock for common shares. Prior periods have not been updated to reflect this adjustment. In the six months ended June 30, 2024, the adjusted diluted average common shares outstanding for the first quarter does not exclude the dilutive effect of the potential redemption of Series B Preferred Stock for common shares.
Current report
(5)The Company reclassified this investment from a mezzanine loan to senior loan effective April 1, 2024.
Removed paragraphs (6)
Previous report
The following table presents the components of net interest income for the three months ended March 31, 2024 and 2023 (dollars in thousands):
Previous report
(1)Average balances for the SFR Loans, the mezzanine loan and preferred equity are calculated based upon carrying values.
Previous report
(2)Yield calculated on an annualized basis.
Previous report
(3)Net interest income is calculated as the difference between total interest income and total interest expense.
Previous report
(3)Weighted-average diluted shares outstanding does not include dilutive effect of redeemable non-controlling interests.
Previous report
In 2022, the Company purchased a total of $5 million aggregate principal amount of its 5.75% Notes for approximately $4.9 million. The purchased 5.75% Notes were cancelled upon settlement.
Reworded paragraphs (53)
Previous wording
We are a commercial mortgage REIT incorporated in Maryland on June 7, 2019. Our strategy is to originate, structure and invest in first-lien mortgage loans, mezzanine loans, preferred equity, convertible notes, multifamily properties and common stock investments, as well as multifamily and SFR CMBS securitizations, MSCR Notes and mortgage backed securities, or our target assets. We primarily focus on investments in real estate sectors where our senior management team has operating expertise, including in the multifamily, SFR, self-storage, life science and hospitality sectors predominantly in the top 50 MSAs. In addition, we target lending or investing in properties that are stabilized or have a light-transitional business plan.
Current wording
We are a commercial mortgage REIT incorporated in Maryland on June 7, 2019. Our strategy is to originate, structure and invest in first-lien mortgage loans, mezzanine loans, preferred equity, convertible notes, multifamily properties and common stock investments, as well as multifamily and SFR CMBS securitizations, promissory notes and mortgage backed securities, or our target assets. We primarily focus on investments in real estate sectors where our senior management team has operating expertise, including in the multifamily, SFR, self-storage, life science and hospitality sectors predominantly in the top 50 MSAs. In addition, we target lending or investing in properties that are stabilized or have a light-transitional business plan.
Previous wording
We are externally managed by our Manager, a subsidiary of our Sponsor, an SEC-registered investment advisor, which has extensive real estate experience, having completed as of March 31, 2024 approximately $18.4 billion of gross real estate transactions since the beginning of 2012. In addition, our Sponsor, together with its affiliates and NexBank, is one of the most experienced global alternative credit managers managing approximately $19.8 billion of loans and debt or credit related investments as of March 31, 2024 and has managed credit investments for over 25 years. We believe our relationship with our Sponsor benefits us by providing access to resources including research capabilities, an extensive relationship network, other proprietary information, scalability, and a vast wealth of knowledge of information on real estate in our target assets and sectors.
Current wording
We are externally managed by our Manager, a subsidiary of our Sponsor, an SEC-registered investment advisor, which has extensive real estate experience, having completed as of June 30, 2024 approximately $20.1 billion of gross real estate transactions since the beginning of 2012. In addition, our Sponsor, together with its affiliates and NexBank, is one of the most experienced global alternative credit managers managing approximately $21.8 billion of loans and debt or credit related investments as of June 30, 2024 and has managed credit investments for over 25 years. We believe our relationship with our Sponsor benefits us by providing access to resources including research capabilities, an extensive relationship network, other proprietary information, scalability, and a vast wealth of knowledge of information on real estate in our target assets and sectors.
Previous wording
Change in net assets related to consolidated CMBS variable interest entities. Includes unrealized gain (loss) based on changes in the fair value of the assets and liabilities of the CMBS trusts and net interest earned on the consolidated CMBS trusts. See Note 4 to our consolidated financial statements for additional information.
Current wording
Change in net assets related to consolidated CMBS variable interest entities. Includes unrealized gain (loss) based on changes in the fair value of the assets and liabilities of the CMBS trusts, sales of CMBS trusts and net interest earned on the consolidated CMBS trusts. See Note 4 to our consolidated financial statements for additional information.
Previous wording
Results of Operations for the Three Months Ended March 31, 2024, and 2023
Current wording
Results of Operations for the Three and Six Months Ended June 30, 2024, and 2023
Previous wording
The following table sets forth a summary of our operating results for the three months ended March 31, 2024 and 2023 (in thousands):
Current wording
The following tables set forth a summary of our operating results for the three and six months ended June 30, 2024 and 2023 (in thousands):
Previous wording
The change in our net income (loss) for the three months March 31, 2024 as compared to the net income (loss) for the three months ended March 31, 2023 primarily relates to accelerated amortization of the premium associated with the prepayment on a senior loan. Our net loss attributable to common stockholders for the three months ended March 31, 2024 was approximately $14.3 million. We had approximately $12.8 million in net interest losses, generated income of $9.2 million in other income, incurred operating expenses of $11.0 million, allocated $0.9 million of losses to Series A Preferred stockholders, allocated $0.7 million of losses to Series B Preferred stockholders, and allocated $1.9 million of losses to redeemable noncontrolling interests for the three months ended March 31, 2024.
Current wording
The change in our net income (loss) for the three months June 30, 2024 as compared to the net income (loss) for the three months ended June 30, 2023 primarily relates to a decrease in interest expense related to the repayment of one of our senior loans. Our net income (loss) attributable to common stockholders for the three months ended June 30, 2024 was approximately $7.5 million. We had approximately $6.7 million in net interest income, generated income of $14.2 million in other income, incurred operating expenses of $8.8 million, allocated $0.9 million of income to Series A Preferred stockholders, allocated $1.5 million of income to Series B Preferred stockholders, and allocated $2.3 million of income to redeemable noncontrolling interests for the three months ended June 30, 2024.
Previous wording
Loan servicing fees. Loan servicing fees were $0.6 million for the three months ended March 31, 2024 compared to $1.0 million for the three months ended March 31, 2023 which was a decrease of approximately $0.4 million. The decrease between the periods was primarily due to a decrease in SFR Loans and mezzanine loans in the portfolio compared to the prior period.
Current wording
Loan servicing fees. Loan servicing fees were $0.4 million for the three months ended June 30, 2024 compared to $1.1 million for the three months ended June 30, 2023, which was a decrease of approximately $0.7 million. The decrease between the periods was primarily due to a decrease in SFR Loans and mezzanine loans in the portfolio compared to the prior period.
Previous wording
Management fees. Management fees were $0.8 million for the three months ended March 31, 2024 compared to $0.8 million for the three months ended March 31, 2023.
Current wording
Management fees. Management fees were $0.9 million for the three months ended June 30, 2024 compared to $0.8 million for the three months ended June 30, 2023.
Previous wording
Expenses from consolidated real estate owned. Expenses from consolidated real estate owned were $5.4 million for the three months ended March 31, 2024, compared to $1.5 million for the three months ended March 31, 2023. The increase is due to the consolidation of Alexander at the District.
Current wording
Expenses from consolidated real estate owned. Expenses from consolidated real estate owned were $4.4 million for the three months ended June 30, 2024, compared to $0.8 million for the three months ended June 30, 2023, which was an increase of approximately $3.5 million. The increase is due to the consolidation of Alexander at the District.
Previous wording
Net interest income (loss). Net interest loss was $12.8 million for the three months ended March 31, 2024 compared to net interest income of $3.9 million for the three months ended March 31, 2023 which was a decrease of approximately $16.7 million. The decrease between the periods is primarily due to accelerated amortization of the premium associated with the prepayment on a senior loan during the three months ended March 31, 2024. As of March 31, 2024 we own 88 discrete investments compared to 87 as of March 31, 2023.
Current wording
Net interest income (expense). Net interest loss was $6.1 million for the six months ended June 30, 2024 compared to net interest income of $8.2 million for the six months ended June 30, 2023, which was a decrease of approximately $14.2 million. The decrease between the periods is primarily due to accelerated amortization of the premium associated with the prepayment on a senior loan during the six months ended June 30, 2024. As of June 30, 2024 we own 85 discrete investments compared to 88 as of June 30, 2023.
Previous wording
Other income. Other income was $9.2 million for the three months ended March 31, 2024 compared to $10.9 million for the three months ended March 31, 2023 which was a decrease of approximately $1.8 million. This was primarily due to an increase in unrealized losses related to consolidated CMBS VIEs and a decrease in fair value marks between the periods.
Current wording
Other income. Other income was $23.4 million for the six months ended June 30, 2024 compared to $20.3 million for the six months ended June 30, 2023 which was a decrease of approximately $3.0 million. This was primarily due to an increase in unrealized losses related to consolidated CMBS VIEs and a decrease in fair value marks between the periods.
Previous wording
G&A expenses. G&A expenses were $4.2 million for the three months ended March 31, 2024 compared to $2.2 million for the three months ended March 31, 2023 which was an increase of approximately $2.0 million. The increase between the periods was primarily due to a $1.0 million increase in stock compensation expense and a $0.7 million increase in legal fees compared to the prior period.
Current wording
G&A expenses. G&A expenses were $7.4 million for the six months ended June 30, 2024 compared to $4.5 million for the six months ended June 30, 2023, which was an increase of approximately $2.8 million. The increase between the periods was primarily due to a $1.0 million increase in stock compensation expense and a $0.7 million increase in legal fees compared to the prior period.
Previous wording
Earnings Available for Distribution and Cash Available for Distribution
Current wording
Earnings Available for Distribution, Cash Available for Distribution and Adjusted Diluted Weighted Average Shares
Previous wording
The following table provides a reconciliation of EAD and CAD to GAAP net income including the dilutive effect of noncontrolling interests for the three months ended March 31, 2024 and 2023 (in thousands, except per share amounts):
Current wording
The following tables provide a reconciliation of EAD and CAD to GAAP net income including the dilutive effect of noncontrolling interests and adjusted diluted weighted average shares outstanding to diluted weighted average shares outstanding for the three and six months ended June 30, 2024 and 2023 (in thousands, except per share amounts):
Previous wording
Our portfolio consists of SFR Loans, CMBS B-Pieces, CMBS I/O Strips, mezzanine loans, preferred equity investments, common stock investments, multifamily properties, MSCR Notes and mortgage backed securities with a combined unpaid principal balance of $1.5 billion as of March 31, 2024 and assumes the CMBS Entities’ assets and liabilities are not consolidated. The following table sets forth additional information relating to our portfolio as of March 31, 2024 (dollars in thousands):
Current wording
Our portfolio consists of SFR Loans, CMBS B-Pieces, CMBS I/O Strips, mezzanine loans, preferred equity investments, common stock investments, preferred stock investments, multifamily properties, promissory notes, and mortgage backed securities with a combined unpaid principal balance of $1.5 billion as of June 30, 2024 and assumes the CMBS Entities’ assets and liabilities are not consolidated. The following table sets forth additional information relating to our portfolio as of June 30, 2024 (dollars in thousands):
Previous wording
(1)Our total portfolio represents the current principal amount of the consolidated SFR Loans, CMBS I/O Strips, mezzanine loans, preferred equity, multifamily properties, MSCR Notes and mortgage backed securities as well as the net equity of our CMBS B-Piece investments.
Current wording
(1)Our total portfolio represents the current principal amount of the consolidated SFR Loans, CMBS I/O Strips, mezzanine loans, preferred equity, multifamily properties, promissory notes, mortgage backed securities as well as the net equity of our CMBS B-Piece investments and stock warrants.
Previous wording
(5)The CMBS B-Pieces are shown on an unconsolidated basis reflecting the value of our investments.
Current wording
(6)The CMBS B-Pieces are shown on an unconsolidated basis reflecting the value of our investments.
Previous wording
(6)The number shown represents the notional value on which interest is calculated for the CMBS I/O Strips. CMBS I/O Strips receive no principal payments and the notional value decreases as the underlying loans are paid off.
Current wording
(7)The number shown represents the notional value on which interest is calculated for the CMBS I/O Strips. CMBS I/O Strips receive no principal payments and the notional value decreases as the underlying loans are paid off.
Previous wording
(7)The Company, through the Subsidiary OPs, purchased approximately $50.0 million and $15.0 million aggregate notional amount of the X1 interest-only tranche of the FHMS K-107 CMBS I/O Strip on April 28, 2021 and May 4, 2021, respectively.
Current wording
(8)The Company, through the Subsidiary OPs, purchased approximately $50.0 million and $15.0 million aggregate notional amount of the X1 interest-only tranche of the FHMS K-107 CMBS I/O Strip on April 28, 2021 and May 4, 2021, respectively.
Previous wording
(8)The Company, through the Subsidiary OPs, purchased approximately $80.0 million, $35.0 million, $40.0 million and $50.0 million aggregate notional amount of the X1 interest-only tranche of the FRESB 2019-SB64 CMBS I/O Strip on June 11, 2021 and September 29, 2021, February 3, 2022 and March 18, 2022, respectively.
Current wording
(9)The Company, through the Subsidiary OPs, purchased approximately $80.0 million, $35.0 million, $40.0 million and $50.0 million aggregate notional amount of the X1 interest-only tranche of the FRESB 2019-SB64 CMBS I/O Strip on June 11, 2021 and September 29, 2021, February 3, 2022 and March 18, 2022, respectively.
Previous wording
(9)The Company reclassified this investment from preferred equity to a mezzanine loan effective January 1, 2023.
Current wording
(10)The Company reclassified this investment from preferred equity to a mezzanine loan effective January 1, 2023.
Previous wording
(10)The Company, through the Subsidiary OPs, invested $10.0 million on May 29, 2020, an aggregate of $1.2 million on January 9, 2023, March 6, 2023 and March 28, 2023, $0.2 million on May 25, 2023, $0.3 million on August 16, 2023 and $0.7 million on March 1, 2024 in this preferred equity investment.
Current wording
(11)The Company, through the Subsidiary OPs, invested $10.0 million on May 29, 2020, an aggregate of $1.2 million on January 9, 2023, March 6, 2023 and March 28, 2023, $0.2 million on May 25, 2023, $0.3 million on August 16, 2023 and $0.7 million on March 1, 2024 in this preferred equity investment.
Previous wording
(11)The Company, through the Subsidiary OPs, invested $5.0 million, $1.8 million, $40.1 million and $18.5 million in this real estate investment on December 28, 2021, January, 27, 2022, February 1, 2022 and July 26, 2022, respectively.
Current wording
(12)The Company, through the Subsidiary OPs, invested $5.0 million, $1.8 million, $40.1 million and $18.5 million in this real estate investment on December 28, 2021, January, 27, 2022, February 1, 2022 and July 26, 2022, respectively.
Previous wording
(12)The Company, through the Subsidiary OPs, invested $2.7 million and $1.3 million in this preferred equity investment on April 7, 2022 and May 3, 2022, respectively.
Current wording
(13)The Company, through the Subsidiary OPs, invested $2.7 million and $1.3 million in this preferred equity investment on April 7, 2022 and May 3, 2022, respectively.
Previous wording
(13)The Company reclassified this investment from a mezzanine loan to preferred equity effective January 1, 2023.
Current wording
(14)The Company reclassified this investment from a mezzanine loan to preferred equity effective January 1, 2023.
Previous wording
(14)The Company, through the Subsidiary OPs, invested $0.5 million and $0.7 million in this preferred equity investment on May 16, 2023 and June 12, 2023, respectively.
Current wording
(15)The Company, through the Subsidiary OPs, invested $0.5 million and $0.7 million in this preferred equity investment on May 16, 2023 and June 12, 2023, respectively.
Previous wording
(15)The Company, through the Subsidiary OPs, invested $3.7 million and $0.3 million in this preferred equity investment on May 17, 2023 and June 24, 2023, respectively.
Current wording
(16)The Company, through the Subsidiary OPs, invested $3.7 million and $0.3 million in this preferred equity investment on May 17, 2023 and June 24, 2023, respectively.
Previous wording
(16)Real Estate is a 204-unit multifamily property. As of March 31, 2024, the property was 98.0% occupied, with effective rent per occupied unit of $1,693 per month.
Current wording
(17)Real Estate is a 204-unit multifamily property. As of June 30, 2024, the property was 95.6% occupied, with effective rent per occupied unit of $1,631 per month.
Previous wording
(17)Real Estate is a 280-unit multifamily property. As of March 31, 2024, the property was 68.6% occupied with effective rent per occupied unit of $1,633 per month.
Current wording
(18)Real Estate is a 280-unit multifamily property. As of June 30, 2024, the property was 80.4% occupied with effective rent per occupied unit of $1402 per month.
Previous wording
(1)Cost is used in lieu of principal balance for CMBS I/O Strips.
Current wording
Cost is used in lieu of notional value for CMBS I/O Strips.
Previous wording
Prior to the Formation Transaction, two of our subsidiaries entered into a loan and security agreement, dated July 12, 2019, with Freddie Mac (the “Credit Facility”). Under the Credit Facility, these entities borrowed approximately $788.8 million in connection with their acquisition of senior pooled mortgage loans backed by SFR properties (the “Underlying Loans”). No additional borrowings can be made under the Credit Facility, and our obligations will be secured by the Underlying Loans. The Credit Facility was assumed by the Company as part of the Formation Transaction. As such, the remaining outstanding balance of $788.8 million was contributed to the Company on February 11, 2020. Our borrowings under the Credit Facility will mature on July 12, 2029; however, if an Underlying Loan matures prior to July 12, 2029, we will be required to repay the portion of the Credit Facility that is allocated to that loan. As of March 31, 2024, the outstanding balance on the Credit Facility was $123.3 million.
Current wording
Prior to the Formation Transaction, two of our subsidiaries entered into a loan and security agreement, dated July 12, 2019, with Freddie Mac (the “Credit Facility”). Under the Credit Facility, these entities borrowed approximately $788.8 million in connection with their acquisition of senior pooled mortgage loans backed by SFR properties (the “Underlying Loans”). No additional borrowings can be made under the Credit Facility, and our obligations will be secured by the Underlying Loans. The Credit Facility was assumed by the Company as part of the Formation Transaction. As such, the remaining outstanding balance of $788.8 million was contributed to the Company on February 11, 2020. Our borrowings under the Credit Facility will mature on July 12, 2029; however, if an Underlying Loan matures prior to July 12, 2029, we will be required to repay the portion of the Credit Facility that is allocated to that loan. As of June 30, 2024, the outstanding balance on the Credit Facility was $122.5 million.
Previous wording
As discussed in Note 9 to our consolidated financial statements, we, through the OP and the Subsidiary OPs, have borrowed approximately $341.7 million under our repurchase agreements and posted approximately $984.6 million par value of our CMBS B-Piece, CMBS I/O Strip, MSCR Notes and mortgage backed security investments as collateral. The CMBS B-Pieces, CMBS I/O Strips, MSCR Notes and mortgage backed securities held as collateral are illiquid and irreplaceable in nature. These assets are restricted solely to satisfy the interest and principal balances owed to the lender as described in our Annual Report.
Current wording
As discussed in Note 9 to our consolidated financial statements, we, through the OP and the Subsidiary OPs, have borrowed approximately $280.7 million under our repurchase agreements and posted approximately $1.1 billion par value of our CMBS B-Piece, CMBS I/O Strip, MSCR Notes and mortgage backed security investments as collateral. The CMBS B-Pieces, CMBS I/O Strips, MSCR Notes and mortgage backed securities held as collateral are illiquid and irreplaceable in nature. These assets are restricted solely to satisfy the interest and principal balances owed to the lender as described in our Annual Report.
Previous wording
The table below provides additional details regarding recent borrowings under the master repurchase agreements (dollars in thousands):
Current wording
The table below provides additional details regarding recent borrowings under the master repurchase agreements (in thousands):
Previous wording
(4)On April 15, 2020, three of our subsidiaries entered into a master repurchase agreement with Mizuho. Borrowings under these repurchase agreements are collateralized by portions of the CMBS B-Pieces, CMBS I/O Strips, MSCR Notes and mortgage backed securities.
Current wording
(4)On April 15, 2020, three of our subsidiaries entered into a master repurchase agreement with Mizuho. Borrowings under these repurchase agreements are collateralized by portions of the CMBS B-Pieces, CMBS I/O Strips, and mortgage backed securities.
Previous wording
On November 2, 2023, the Company announced the launch of a continuous public offering of up to 16,000,000 shares of its Series B Preferred Stock at a price to the public of $25.00 per share, for gross proceeds of $400 million. Beginning on the first day of the calendar month following the date of original issuance, the Series B Preferred Stock are redeemable at the option of the holder at a redemption price per share equal to the liquidation preference of $25.00 per share, plus all accrued but unpaid cash dividends and less certain redemption fees. After the first day of the calendar month following the second anniversary of the original issue date, the Company also has the option to redeem, in whole or in part, subject to certain restrictions in the Company's charter and the articles supplementary setting forth the terms of the Series B Preferred Stock, at a redemption price per share equal to the liquidation preference of $25.00 per share, plus any accrued but unpaid cash dividends. In all optional redemptions, the Company has the right, in its sole discretion, to pay the redemption in cash or in equal value of shares of the Company’s common stock for so long as the common stock is listed or admitted to trading on the NYSE or another national securities exchange or automated quotation system. The Dealer Manager serves as the Company’s dealer manager in connection with the offering. The Dealer Manager uses its reasonable best efforts to sell the shares of Series B Preferred Stock offered in the offering, and the Company pays the Dealer Manager, subject to the discounts and other special circumstances described or referenced therein, (i) Selling Commissions of 7.0% of the aggregate gross proceeds from sales of Series B Preferred Stock in the offering and (ii) a Dealer Manager Fee of 3.0% of the gross proceeds from sales of Series B Preferred Stock in the offering. The Dealer Manager, subject to federal and state securities laws, will reallow all or any portion of the Selling Commissions and may reallow a portion of the Dealer Manager Fee to other securities dealers that the Dealer Manager may retain who sold the shares of Series B Preferred Stock as is described more fully in the agreements between such dealers and the Dealer Manager. The Company expects that the offering will terminate on the earlier of the date the Company sells all 16,000,000 shares of the Series B Preferred Stock in the offering or March 14, 2025 (which is the third anniversary of the effective date of the Company’s registration statement), which may be extended by the Board in its sole discretion. The Board may elect to terminate this offering at any time. As of March 31, 2024, the Company has sold 1,657,700 shares of Series B Preferred Stock for total gross proceeds of $40.9 million.
Current wording
On November 2, 2023, the Company announced the launch of a continuous public offering of up to 16,000,000 shares of its Series B Preferred Stock at a price to the public of $25.00 per share, for gross proceeds of $400 million. Beginning on the first day of the calendar month following the date of original issuance, the Series B Preferred Stock are redeemable at the option of the holder at a redemption price per share equal to the liquidation preference of $25.00 per share, plus all accrued but unpaid cash dividends and less certain redemption fees. After the first day of the calendar month following the second anniversary of the original issue date, the Company also has the option to redeem, in whole or in part, subject to certain restrictions in the Company's charter and the articles supplementary setting forth the terms of the Series B Preferred Stock, at a redemption price per share equal to the liquidation preference of $25.00 per share, plus any accrued but unpaid cash dividends. In all optional redemptions, the Company has the right, in its sole discretion, to pay the redemption in cash or in equal value of shares of the Company’s common stock for so long as the common stock is listed or admitted to trading on the NYSE or another national securities exchange or automated quotation system. The Dealer Manager serves as the Company’s dealer manager in connection with the offering. The Dealer Manager uses its reasonable best efforts to sell the shares of Series B Preferred Stock offered in the offering, and the Company pays the Dealer Manager, subject to the discounts and other special circumstances described or referenced therein, (i) Selling Commissions of 7.0% of the aggregate gross proceeds from sales of Series B Preferred Stock in the offering and (ii) a Dealer Manager Fee of 3.0% of the gross proceeds from sales of Series B Preferred Stock in the offering. The Dealer Manager, subject to federal and state securities laws, will reallow all or any portion of the Selling Commissions and may reallow a portion of the Dealer Manager Fee to other securities dealers that the Dealer Manager may retain who sold the shares of Series B Preferred Stock as is described more fully in the agreements between such dealers and the Dealer Manager. The Company expects that the offering will terminate on the earlier of the date the Company sells all 16,000,000 shares of the Series B Preferred Stock in the offering or March 14, 2025 (which is the third anniversary of the effective date of the Company’s registration statement), which may be extended by the Board in its sole discretion. The Board may elect to terminate this offering at any time. As of June 30, 2024, the Company has sold 3,163,477 shares of Series B Preferred Stock for total gross proceeds of $77.8 million.
Previous wording
In 2022 and 2023, the Company issued a total of $35 million and $15 million in aggregate principal amount, respectively, of its 5.75% Notes for proceeds of approximately $34.6 million and $13.6 million, respectively, after original issue discount and underwriting fees.
Current wording
In 2022 and 2023, the Company issued a total of $35.0 million and $15.0 million in aggregate principal amount, respectively, of its 5.75% Notes for proceeds of approximately $34.6 million and $13.6 million, respectively, after original issue discount and underwriting fees.
Previous wording
We may seek additional sources of liquidity from further repurchase facilities, other borrowings and future offerings of common and preferred equity and debt securities and contributions from existing holders of the OP or Subsidiary OPs. In addition, we may apply our existing cash and cash equivalents and cash flows from operations to any liquidity needs. As of March 31, 2024, our cash and cash equivalents were $19.3 million.
Current wording
We may seek additional sources of liquidity from further repurchase facilities, other borrowings and future offerings of common and preferred equity and debt securities and contributions from existing holders of the OP or Subsidiary OPs. In addition, we may apply our existing cash and cash equivalents and cash flows from operations to any liquidity needs. As of June 30, 2024, our cash and cash equivalents were $4.3 million.
Previous wording
The following table presents selected data from our Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and March 31, 2023 (in thousands):
Current wording
The following table presents selected data from our Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and June 30, 2023 (in thousands):
Previous wording
Cash flows from operating activities. During the three months ended March 31, 2024, net cash provided by operating activities was $17.7 million compared to net cash provided by operating activities of $15.0 million for the three months ended March 31, 2023. This increase primarily relates to accelerated amortization of the premium associated with the prepayment on a senior loan.
Current wording
Cash flows from operating activities. During the six months ended June 30, 2024, net cash provided by operating activities was $10.2 million compared to net cash provided by operating activities of $22.5 million for the six months ended June 30, 2023. This decrease primarily relates to the change in unrealized gains on investments held at fair value.
Previous wording
Cash flows from investing activities. During the three months ended March 31, 2024, net cash provided by investing activities was $545.4 million compared to net cash provided by investing activities of $66.7 million for the three months ended March 31, 2023. This increase was primarily due to the principal prepayment on a senior loan.
Current wording
Cash flows from investing activities. During the six months ended June 30, 2024, net cash provided by investing activities was $597.0 million compared to net cash provided by investing activities of $431.4 million for the six months ended June 30, 2023. This increase was primarily due to the proceeds from payments received on mortgage loans held for investment.
Showing the first 40 of 53 pairs. Open the source sections for the rest.
Rearranged current paragraphs (5)
Current report — wording carried from elsewhere
Other income. Other income was $14.2 million for the three months ended June 30, 2024 compared to $9.4 million for the three months ended June 30, 2023, which was an increase of approximately $4.8 million. This was primarily due to an increase in unrealized gain related to consolidated CMBS VIEs and an increase in fair value marks between the periods.
Current report — wording carried from elsewhere
G&A expenses. G&A expenses were $3.2 million for the three months ended June 30, 2024 compared to $2.4 million for the three months ended June 30, 2023, which was an increase of approximately $0.8 million. The increase between the periods was primarily due to a $1.0 million increase in stock compensation expense compared to the prior period.
Current report — wording carried from elsewhere
The change in our net income (loss) for the six months ended June 30, 2024 as compared to the net income (loss) for the six months ended June 30, 2023 primarily relates to an increase in other income. Our net income (loss) attributable to common stockholders for the six months ended June 30, 2024 was approximately $(6.8) million. We had approximately $6.1 million in net interest losses, generated income of $23.4 million in other income, incurred operating expenses of $19.8 million, allocated $1.7 million of income to Series A Preferred stockholders, allocated $2.1 million of income to Series B Preferred stockholders, and allocated $0.4 million of income to redeemable noncontrolling interests for the six months ended June 30, 2024.
Current report — wording carried from elsewhere
Expenses from consolidated real estate owned. Expenses from consolidated real estate owned were $9.8 million for the six months ended June 30, 2024, compared to $2.3 million for the six months ended June 30, 2023, which was an increase of approximately $7.5 million. The increase is due to the consolidation of Alexander at the District.
Current report — wording carried from elsewhere
On December 8, 2022 and in connection with a restructuring of NSP, the Company, through REIT Sub, together with NexPoint Diversified Real Estate Trust ("NXDT"), an entity that is advised by an affiliate of the Manager, Highland Income Fund and NexPoint Real Estate Strategies Fund (collectively, the "Co-Guarantors"), as guarantors, entered into a sponsor guaranty agreement (the "NSP Sponsor Guaranty Agreement") in favor of Extra Space Storage, LP ("Extra
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
The following table provides a reconciliation of EAD and CAD to GAAP net income attributable to common stockholders for the three months ended March 31, 2024 and 2023 (in thousands, except per share amounts):
Previous report — wording carried elsewhere
March 31, 2023. The increase primarily relates to principal repayments on borrowings under secured financing agreements associated with the prepayment on a senior loan.