Good day and thank you for standing by. Welcome to the Independence Realty Trust third quarter 2021 earnings release. At this time, all participants are in a listen-only mode. After the speakers’ presentation, there will be a question and answer session. To ask a question during this session, you will need to press star, one on your telephone. Please be advised that today’s conference is being recorded. If you require any further assistance, please press star, zero. I would now like to hand the conference over to your host today, Lauren Torres. Please go ahead, ma’am.

Thank you and good morning everyone. Thank you for joining us to review Independence Realty Trust’s third quarter 2021 financial results. On the call with me today are Scott Schaeffer, our Chief Executive Officer, Jim Sebra, our Chief Financial Officer, and Farrell Ender, President of IRT. Today’s call is being webcast on our website at www.irtliving.com. There will be a replay of the call available via webcast on our Investor Relations website and telephonically beginning at approximately 12:00 pm Eastern time today. Before I turn the call over to Scott, I’d like to remind everyone that there may be forward-looking statements made on this call. These forward-looking statements reflect IRT’s current views with respect to future events, financial performance, and the proposed merger with Steadfast Apartment REIT, which will be referenced herein as STAR. Actual results could differ substantially and materially from what IRT has projected, and there can be no assurance that IRT will consummate the merger within the expected time frame, or at all. Such statements are made in good faith pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Please refer to IRT’s press release, supplemental information, and filings with the SEC for factors that could affect the accuracy of our expectations or cause our future results to differ materially from those expectations. Participants may discuss non-GAAP financial measures during this call. A copy of IRT’s earnings press release and supplemental information containing financial information, other statistical information, and a reconciliation of non-GAAP financial measures to the most direct comparable GAAP financial measure is attached to IRT’s current report on the Form 8-K, available at IRT’s website under Investor Relations. IRT’s other SEC filings are also available through this link. IRT does not undertake to update forward-looking statements in this call or with respect to matters described herein, except as may be required by law. With that, it’s my pleasure to turn the call over to Scott Schaeffer.

Thank you Lauren, and thank you all for joining us today. We’re excited to review our third quarter results, which reflect the strength of our business and the opportunities that lie ahead. On today’s call, I’d first like to provide some quarterly highlights and then update you on our proposed merger with STAR. In the third quarter, we experienced continued momentum due to the execution of our strategic plan and strong resident demand, supported by positive migration trends as well as favorable population and employment growth in our markets. This has allowed us to achieve high occupancy levels at our communities and drive significant rental rate growth, which was clearly reflected in our third quarter results. Specifically, our same store NOI increased 14.7% in the quarter and our core FFO improved more than 25% compared to a year ago. Our same store average occupancy increased to 96%, a 220 basis point increase on a year-over-year basis. Our average effective monthly rent per unit grew 7.3% in the quarter and we collected over 98% of third quarter rents and have now collected 99.4% of second quarter rents. We are very pleased with these results, especially given that we generated positive NOI growth in each quarter throughout the entirety of the pandemic. With favorable demand trends continuing, we are seeing strong results so far in October. Our total portfolio average occupancy is 96.2%, a 130 basis point improvement compared to October of last year. We have collected nearly 96% of October rents, which is consistent with collections at this point in prior months, and given our high occupancy in the third quarter, we continue to drive rent growth, averaging 14.2% for leases signed so far in the fourth quarter on a blended basis. We also continued to execute on our proven value-add program. In the third quarter, we completed renovations on 330 units, and since commencement of our value-add program we have now completed 4,419 units at an average cost of $12,783 per unit, and generated average rent premiums of $188 per month, resulting in an unleveraged ROI of approximately 18%. As mentioned on our last earnings call, after the combination of IRT’s and STAR’s portfolio, we will have a pipeline of approximately 20,000 units available for future renovation. In addition to our value-add program, IRT will continue to assess markets where we see long term growth opportunities and reevaluate those that may not be attractive long term investments, while engaging in joint venture relationships focused on new multi-family development. Most recently, we entered into a joint venture with a partner to develop three new communities in Nashville, an exciting market that we’ll be entering at scale post-merger. Farrell will provide more details on this shortly. Before I hand it over to Farrell, I would like to provide you with an update on our proposed merger with STAR. Last quarter, we announced our intent to join together two very similar, high-quality businesses with complementary geographic footprints, creating a 38,000 unit portfolio focused in the highly desirable Sunbelt region of the United States. I’m pleased to note that integration on the planned merger with STAR is progressing well. We continue to have good visibility on realizing our projected annual synergies of $28 million and expect the transaction to be immediately accretive to core FFO per share by approximately 11%. We expect to close the transaction in the second half of December pending shareholder approval at our special shareholders meeting on December 13. This is an exciting time for both IRT and STAR stakeholders as our business combination will create a leading, publicly traded multi-family REIT in markets where we see substantial room for growth. Now I’d like to turn the call over to Farrell for an operational update.

Thanks Scott, and good morning everyone. I also share in Scott’s excitement and optimism for our business. Our year-to-date results are strong due to the dedication of our team that has focused on servicing and retaining existing residents and attracting new residents to our communities. In the third quarter, our same store occupancy grew 220 basis points to 96% from 93.8% a year ago. This has continued in October with total portfolio average occupancy at 96.2%, up 130 basis points year-over-year. We’ve been able to achieve these levels while increasing our average effective monthly rent by 7.3% in the quarter. On a lease-over-lease basis for the same store portfolio, new lease rates increased 19.8% and renewals were up 5% during the third quarter, leading to a combined lease-over-lease rental rate increase of 10.5%. Strong trends continue in the fourth quarter to date with new leases having increased 24.1%, led by our value-add communities, while renewed leases are up 9.4% with a blended lease-over-lease rental increase of 14.2% for our same store portfolio. We are also seeing strong resident retention with a third quarter retention rate of 60.3%. So far in October, retention is 52.7%, up from 47.5% a year ago. To give you an update on our value-add program, we completed renovations on 330 units in the third quarter. We are currently performing renovations at 20 of our properties, having added our Meadows community in Louisville to our ongoing renovation program. As detailed on the value-add summary in our supplement, we are now adding 1,295 units at communities that we will begin renovating in 2022. We have designated seven communities completed as we have renovated 85% or more of their units. We will continue to work towards completing 100% of those units as leases expire. Year to date, 700 units have been completed and we now expect to complete renovations on 1,000 units in total by year-end. This is less than our initial projections due to the higher than expected retention rates we saw throughout the year. As Scott mentioned, after the merger with STAR is complete, we will have a portfolio of approximately 20,000 value-add units. In 2022, we expect to renovate 2,000 units from the combined portfolio and ramp up to 4,000 units per year thereafter. During the third quarter, we closed on the joint venture in Nashville to develop three communities totaling 504 units with a joint venture partner. We are investing a total of $14.4 million into the joint venture and have the right but not the obligation to purchase the communities upon their completion. The first community will be delivered in the first quarter of 2022 and with the STAR merger, we’ll enhance our exposure to this desirable market. Touching on our planned dispositions, we closed on the sale of the King’s Landing property in St. Louis this quarter, recognizing a gain on disposition of $11.5 million. In conjunction with the planned merger with STAR, we have identified six assets to sell as we manage market concentrations. Two are expected to sell this year and four during the first quarter of 2022. We expect the blended economic cap rates on these dispositions to be 4%. Once completed, proceeds will be used to repay debt of the combined companies.

Thanks Farrell and good morning everyone. Beginning with our third quarter performance update, net income available to common shareholders was $11.5 million, up from $1.1 million in the third quarter of 2020. During the third quarter, core FFO grew to $22.7 million, up 25% from $18.2 million in Q3 2020. Core FFO per share during Q3 was $0.21, 10.5% higher than Q3 last year at $0.19 per share. Turning to our same store property operating results, NOI growth in the third quarter was 14.7%, driven by revenue growth of 9.4%. This growth was driven by a 7.3% increase in average rental rates and 220 basis points of higher average occupancy. While this NOI growth includes value-add communities, we did see NOI growth of 12.8% at our same store non-value-add communities. Again, this growth was driven by a 6.3% increase in our average rental rate and 230 basis points of incremental occupancy in the third quarter, both as compared to last year. To date, we have collected 98.4% of our third quarter billings. Consistent with past quarters, we evaluated uncollected amounts for collectability and we maintain a reserve for bad debt. As of today, including collections subsequent to quarter-end, we maintain a bad debt reserve of $1.2 million associated with the $1.6 million of gross receivables. As a result, we have a net receivable balance of $410,000 and believe that these receivables will be collected in the near term. From an earnings perspective, our bad debt expense was 1.1% of total revenue in the third quarter. On the property operating expense side, same store operating expenses grew a modest 1.7% in the third quarter as real estate taxes and advertising expenses declined on a year-over-year basis. The decline on real estate taxes was due to one-time assessments in the third quarter of last year, while advertising expenses were down as spend was higher last year. To recall, the pandemic started to wane last summer and leasing velocity increased, and as a result our advertising costs increased last year. In addition, we experienced higher repairs and maintenance costs during the third quarter of this year compared to last year, when many projects were delayed due to COVID. Turning to our balance sheet, as of September 30, our liquidity position was $221 million. We had approximately $8.7 million of unrestricted cash and $212 million of additional capacity through our unsecured credit facility. In addition, we have $273 million of proceeds that we will receive upon settlement of our outstanding equity forward sale agreement covering 16.1 million shares of our common stock. We expect to bring down the associated forward sale agreements during December 2021 in connection with the closing of our merger with STAR. On the dividend, IRT’s board of directors declared a quarterly cash dividend of $0.12 per share, which was paid on October 22. This represents a payout ratio of 63% on $0.19 of AFFO during Q3 2021. With respect to our outlook, we are updating our 2021 guidance based on our third quarter results and favorable view of our portfolio performance for the remainder of the year. Our updated guidance does not take into account any impact of the pending merger with STAR. Our revised guidance for 2021 EPS is a range of $0.18 to $0.23 per diluted share, and for core FFO is a range of $0.80 to $0.82 per share, up from our previously guided range of $0.76 to $0.78 per share. Our core FFO per share guidance adjusts for depreciation and amortization, as well as gains on the sale of real estate assets and merger and integration costs. For 2021, we now expect NOI at our same store communities to increase 10.25% at the midpoint, up from our previously guided midpoint of 7%. This updated guidance reflects expected same store revenue growth of 7.5% at the midpoint, given higher average occupancy rates, rental rates that have increased more than expected, and bad debt expense that has trended lower than anticipated. Moving onto expenses, our new projected growth in total same store real estate operating expenses of 2.75% at the midpoint is the result of our expectation that controllable operating expenses should increase 4.25% at the midpoint, and our non-controllable expenses should increase only 50 basis points at the midpoint. Generally, our original expectation for a more notable increase in real estate taxes portfolio-wide did not materialize this year. Regarding our transaction and investment volume expectations for 2021, we have a few updates. With respect to acquisitions, other than our pending merger with STAR, we are not projecting any additional acquisitions this year. As of now, our pending merger with STAR is expected to close in mid-December this year as the special shareholder meeting to approve the merger is scheduled for December 13. As for dispositions, we are now projecting a disposition volume of between $170 million and $180 million. This increase from our previously guided range is the result of the assets we have currently identified as held for sale. In connection with the pending merger with STAR, we identified nine assets for sale, six from IRT and three from STAR. The proceeds from the sales of these nine assets will be used to de-lever the combined balance sheet at or shortly after the closing of the merger. Our original estimate of value for these nine assets was $340 million. Given the strength in the market, we are now estimating the value of these nine assets to be between $375 million and $385 million. Before I turn the call back to Scott, I wanted to briefly touch upon some preliminary thoughts looking into next year. Recently there has been a lot of press and discussion about the potential impact of inflation, labor shortages, and supply chain disruptions. We are clearly evaluating all these factors on our business as we work through our budgeting process for 2022. We are expecting to see more than an inflationary uptick in wages but expect that our investment in prop tech and automation will help to alleviate some of these potential increased expenses. We are also anticipating an increase in the cost of our materials used in our value-added renovation program. We do expect that demand in rental premiums for these upgraded units will continue to be robust in 2022 such that our ROIs, even after the cost increases, will remain in the 15% to 20% range. Lastly, as we think about the interplay between rental rates and occupancy, some of the market data we read suggests that double-digit blended rent growth will continue during 2022. For 2022, our plan will be to continue to manage both rental rate growth and occupancy to generate the highest possible revenue.

Thanks Jim. In closing, I want to once again highlight how encouraged I am by our strong year-to-date performance, supported by favorable market trends and IRT’s commitment to driving growth from our proven portfolio of assets. We are also excited about our future as we look forward to partnering with STAR and expanding our high-quality portfolio in markets where we see high growth potential. We thank you for joining us today, and we look forward to speaking with many of you at NAREIT’s virtual REIT world conference at the beginning of November. Operator, we would now like to open the call for questions.

Our first question is from Neil Malkin from Capital One Securities. You may now ask your question.

Thank you, good morning guys. Great quarter. First question from me relates to the merger. I think just in general when you’re dealing with these types of things, integration of the various things can maybe take your eye off the ball, or things might happen that are unexpected. I think something like that happened with a larger Sunbelt peer a few years ago, I think it took them a year longer to get the revenue management system up and running, so just wondering what you guys are doing proactively to eliminate any potential hiccups with either regard to the synergies or getting all the culture onboarded, the various things that can potentially again throw a wrench in the system of an otherwise smooth process. Thanks.

Thank you, Neil, that’s a really important question that's on everyone's mind. The integration is going well. Fortunately for us and for STAR, our operating systems and cultures are very similar, so while there may be some challenges, we believe we are on track for a smooth integration process. We have just transitioned our operating system from Yardi to Entrata. STAR uses Yardi, which gives us valuable experience since we handled this for all the IRT properties. We feel confident about moving the STAR properties to Entrata. We've focused not only on technology but also on people, retaining all onsite STAR personnel. Most of their regional staff and many operational team members are joining us. Both companies have experience with different systems, so we believe consolidating onto one platform will be achievable within the timeline we've set. So far, our all-hands integration meetings every week have been productive. We formed a committee to monitor and oversee the process, and while we expect some challenges, we are actively working to minimize them, and up to now, things are looking positive.

Great, I appreciate your commentary. The other question I have relates to the value-add platform - obviously very successful, very accretive. You commented about materials, supply chain issues. I’ve heard, or we’ve heard that some companies are saying, look, you can’t order any more drywall or lumber for some sorts of things, so I’m just wondering, given that you’re planning on ramping up your pipeline next year and these issues appear to not be abating, are you pre-ordering, or what sorts of things are you doing to ensure that you have enough materials to actually execute on your planned renovations?

Yes Neil, this is Farrell, good question. Remember, we’re not doing any real ground-up, so we’re not experiencing any issues with lumber or drywall, but we’re doing appliances and countertops and flooring, and we strategically two years ago built out a procurement supply chain team that is working tirelessly to mitigate any of those shortages. We do experience them - we had some appliance issues into last year. We expect material prices to rise in the future, and it’s their job to leverage the scale of the platform to get the best prices that we can on materials.

You’re seeing such strong demand, and I’m wondering if you can attribute that to historically strong levels here. Is it due to the large number of people entering the market, such as migration from higher-cost, legislatively troubled markets, or is it a result of more jobs and higher wages? What is driving this all-time level of pricing power?

Well, we talk about the supply-demand imbalance a lot, and I think just overall, the market fundamentals in the markets we’re in are outpacing the national average. You add on that and compound the impacts of COVID, and in the majority of our markets you’re seeing demand basically at twice the amount of supply. We’ve probably got a decent amount of time that we’re going to experience that, again because of COVID and market fundamentals. New construction was slowed during that period, so we’re just seeing a tremendous amount of demand for our product in the majority of our markets.

You know, Neil, we’ve always had this philosophy that people need a place to live and that’s why we love multi-family. Again, what Farrell said, our markets have had a supply-demand imbalance for some time, growing population and job creation higher than in any other parts of the country, and that just creates a need for housing, and again there’s a housing shortage. We’ve always had this philosophy, if you provide a good, clean, well-located asset and you maintain it, and you manage it professionally, you will keep good, strong occupancy and be able to push rents, and now with rising wages, it really gives us the ability to continue to push rents. If you think about it, only $0.20 of every dollar that our residents earn on average goes towards rent. With rising wages, it does give us again that tailwind to continue to generate higher rents.

Thank you guys.

Speakers, our next question is from Amanda Sweitzer from Baird. You may ask your question.

Thanks, good morning guys. I wanted to start on guidance. Can you just update us on what the implied blended lease rate is in guidance today versus what you’ve achieved year to date?

For the whole year, or just for?

Yes, for full year guidance, and what you’ve achieved year to date.

Yes, the revenue growth that we have in our guidance, as I mentioned, is that kind of midpoint of 7.5%. The rent growth that we’ve been seeing to date of, call it 24% in the fourth quarter, 9% of renewals in the fourth quarter, it’s got a blended lease growth in the fourth quarter of 14%. For the year to date, it’s about 9% blended rent growth. We’ve got a tight view into the blended rent growth that we have heading into the fourth quarter and the whole full-year guidance.

Okay, that’s helpful. Then following up on the integration aspect, as you dug into the Steadfast portfolio a bit more, do you have any update on expected capex investments, either in terms of the ROIs you’ll be able to achieve on that portfolio in particular or any potential deferred maintenance issues that you’ve seen?

Yes, we’ve obviously done our due diligence as part of the merger. There’s no deferred maintenance. Their recurring capex spend is going to be very consistent with our recurring capex spend, roughly $550 a door plus or minus annually, and then as we mentioned, as Farrell mentioned, there is a large pipeline of value-add potential in the portfolio that we think we’ll be able to continue to achieve roughly the same ROIs that we’ve achieved.

Okay, makes sense. Then last one from me, just given the strong fundamental performance as well as the accretion you expect from Steadfast, any update to how you and the board are thinking about the dividend today?

Yes, the only update is that we want to complete the merger and the integration process. I have some insight as Chairman of the Board, but I can't speak for the entire board. We acknowledge the significant decline in our payout ratio due to a decrease in our bottom line, and we will evaluate this, but not until after we finish the merger and integration.

Makes sense. Appreciate the time.

Thanks Amanda.

Speakers, our next question is from the line of Nick Joseph from Citi. You may ask your question.

Thanks. Maybe just continuing on the integration, how quickly do you expect to be able to add the STAR assets to the redevelopment program and actually begin work on them?

Pretty quickly. We’re going to start with markets that we’re already in. We anticipate being able to add a handful next year to the renovation platform, and really 2023 going full steam into their portfolio.

Thanks, and then just on the same store guidance change, obviously you pulled, I think about six properties out of the pool. What was the impact if those assets had remained in the pool? Was there any impact from the removal of the properties, or was it just pure change for the portfolio overall?

No, the same store growth in the third quarter with the 47 was 14.7%. If you included the six dispositions in the same store pool, it would have been 14.2%, so fairly consistent. The guidance that we have from a disposition standpoint is that two of those six assets will sell probably in the second half of December, so from an earnings standpoint a very small effect for the year.

Is there any change to the full year guidance based on their removal?

There is not, no.

Hey guys, it’s Michael Bilerman here with Nick. I just had one question. It sounds like you’re trying to minimize as many of the risks as possible in terms of systems and people that typically arise coming out of M&A. Given the fact that STAR is a non-traded REIT, a lot of individual shareholders, what are you starting to do to deal with the potential flow-back of sales from that? Can you set up a buyback program, are you trying to other shareholders to come in? Just walk me through how you’re thinking about dealing with that, given it’s a significant equity base.

Thank you, Mike. This is a question we have considered extensively before and after the merger agreement. There's not much we can do at this point. We won't be initiating a buyback, particularly given the current stock price, as we don’t see that as the right approach. However, we have been informed that approximately 20% to 25% of retail shareholders may look to sell within the first six months after the merger. On the positive side, the increased index purchasing due to the larger size of the combined company should more than counterbalance that. We don’t anticipate significant pressure from the non-traded REIT shareholders seeking liquidity for the first time. Many of them are likely facing a negative or very low basis, which would result in substantial tax implications if they decide to sell. The fact that they have ongoing liquidity, rather than just a limited time frame, gives us confidence that they will not rush to sell but will choose to do so when it aligns with their portfolio management.

Then just in terms of their past decisions, I know they had lowered their dividend several times. Where does that position them when they enter your stock? Is it stable, improving, or declining?

It’s slightly down considering their exchange ratio.

So they’ll receive a lower yield upon closing as well?

Small.

Very, very small.

But you will have a buyback program in place? I understand the current stock position isn’t what you want to use your capital for, but I assume you will have that option available. Who knows what the market will look like upon closing and what might happen? Your index buying might not coincide with the non-traded sell-down, and 25% of total is almost 10% of your share base, so that’s significant. I just want to make sure you have the necessary tools ready for that.

We don’t have a buyback in place; however, it’s something that we have been discussing with the board and will continue to think about moving forward.

Yes, you always want to have as many tools in the toolkit to deal with situations, so that you’re not caught flat-footed. That would probably be something to have in place.

We appreciate that advice, Michael. Thank you.

Speakers, our next question is from the line of Austin Wurschmidt from Keybanc. You may ask your question.

Great, good morning everyone. In the STAR merger presentation, you guys had outlined what new lease rates were for the STAR portfolio, and I was just wondering if you could share some high-level thoughts on how that portfolio has performed to the third quarter versus your existing portfolio, so we can start to think about maybe the earn-in of STAR as well, and then any thoughts on the performance relative to your initial underwriting.

Yes Austin, it’s a great question. STAR did file their 10-Q last night as well as put out a press release on their earnings as well. I would just direct everybody to kind of take a look at that and read that. Generally speaking, their performance is very consistent with ours, a lot of their lease-over-lease growth is very consistent with ours. A slightly higher occupancy at 96.5%, but again very consistent. It just speaks to the fact that properties are located very close to ours, very similar business practices and cultures driving similar operating results.

Got it, appreciate that. Then with the NOI growth you’re achieving, you mentioned in your comments about the disposition proceeds being greater than you had originally anticipated. One would think that you’re tracking ahead of your pace as far as decreasing leverage closer to your medium-term target, so I’m just curious when you balance that with where the stock’s trading at all-time highs, what are the latest thoughts around potentially accelerating deleveraging versus just remaining patient?

As part of this merger, we identified, and I think Farrell mentioned this in his prepared remarks, we identified $340 million worth of assets, nine communities, six IRT communities and three STAR communities to be sold with the proceeds being used to de-lever, so our initial estimate of value back in July was $340 million but now that we’re in the process and actually moving towards actual sales, we think that those proceeds will be as high as $380 million, maybe even $390 million. That additional value along with the fact of the strong growth from both companies now leads us to believe that we will hit our 7.5, or mid-7 net debt to EBITDA target in the middle to later part of next year, rather than the end of 2023, so a full 18 months earlier than what was originally projected. That deleveraging will continue just through organic earnings growth as we move forward.

Appreciate the thoughts, Scott. Thank you.

Sure, thank you.

Speakers, our last question is from David Toti from Collier Securities. You may ask your question.

Good morning, thank you. Gentlemen, is there any expectation for additional synergies between the $28 million in the merger that you’ve pre-announced?

David, it’s a great question. Obviously we’re still in the integration process. We’re still very confident of delivering the $28 million of synergies and we’ll continue to look to generate even further to the extent it’s available, and we’ll provide a full update once we get through the merger, get it closed, and then as part of our 2022 guidance.

Okay, great, so that’s a moving target. Then my other question had to do with the dispositions. Can you provide a range on those assets? Was it a relatively wide range of cap rates implied by the sale prices, or was it a somewhat homogenous grouping?

No, it’s pretty tight, and all close between high 3s and 4% cap rates.

Okay, and then just lastly, were any of those assets part of the value-add pipeline or were they held out previously?

Three of them were in the value-add pipeline.

Yes, but they were pretty much almost complete from a value-add standpoint.

I see, okay, great. Thank you for the answers.

Thanks David.

We don’t have a question, so at this time I will now turn the call over to Scott Schaeffer for closing comments.

Thank you all for joining us today. We look forward to completing the merger come mid-December and then speaking with you after year end. Thank you.

This concludes today’s conference call. Thank you all for joining. You may now disconnect.