Independence Realty Trust, Inc 10-Q for FY2026 Q2
Independence Realty Trust, Inc. (IRT)
About this 10-Q
Independence Realty Trust, Inc filed this 10-Q on August 4, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $167.24M
- up 3.1% from $162.19M a year earlier
- Net income
- $3.39M
- down 57.9% from net income of $8.05M a year earlier
- Diluted EPS
- $0.01
- down 66.7% from $0.03 a year earlier
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _________ to _________
Commission file number
INDEPENDENCE REALTY TRUST, INC.
(Exact Name of Registrant as Specified in Its Charter) |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
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(Address of Principal Executive Offices) | (Zip Code) |
(
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Non-Accelerated filer | ☐ |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of July 29, 2026 there were
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INDEPENDENCE REALTY TRUST, INC.
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Item 1. |
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Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025 |
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Notes to Condensed Consolidated Financial Statements as of June 30, 2026 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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Item 4. |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
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Independence Realty Trust, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited and dollars in thousands, except share and per share data)
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| December 31, 2025 |
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ASSETS: |
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Investments in real estate: |
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Investments in real estate, at cost |
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Accumulated depreciation |
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Investments in real estate, net |
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Real estate held for sale |
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Investments in real estate under development |
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Cash and cash equivalents |
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Restricted cash |
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Investments in unconsolidated real estate entities |
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Other assets |
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Derivative assets |
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Intangible assets, net of accumulated amortization of $ and $, respectively |
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Total Assets |
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LIABILITIES AND EQUITY: |
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Indebtedness, net |
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Accounts payable and accrued expenses |
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Accrued interest payable |
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Dividends payable |
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Derivative liabilities |
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Other liabilities |
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Total Liabilities |
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Equity: |
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Stockholders’ equity: |
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Preferred stock, $ par value; shares authorized, and shares issued and outstanding, respectively |
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Common stock, $ par value; shares authorized, and shares issued and outstanding, including and unvested restricted common share awards, respectively |
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Additional paid-in capital |
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Accumulated other comprehensive income |
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Accumulated deficit |
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Total stockholders’ equity |
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Noncontrolling interests |
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Total Equity |
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Total Liabilities and Equity |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
Independence Realty Trust, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited and dollars in thousands, except share and per share data)
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For the Three Months Ended |
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For the Six Months Ended |
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June 30, |
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June 30, |
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2026 |
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2025 |
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REVENUE: |
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Rental and other property revenue |
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Other revenue |
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Total revenue |
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EXPENSES: |
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Property operating expenses |
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Property management expenses |
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General and administrative expenses |
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Depreciation and amortization expense |
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Casualty (gains) losses, net |
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Total expenses |
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Interest expense |
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Gain on sale of real estate assets, net |
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Loss on extinguishment of debt |
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Other loss |
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Loss from unconsolidated real estate entities |
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Net income: |
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(Income) loss allocated to noncontrolling interest |
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Net income allocable to common shares |
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Earnings per share: |
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Basic |
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Diluted |
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Weighted-average shares: |
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Basic |
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Diluted |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
Independence Realty Trust, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Unaudited and dollars in thousands)
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For the Three Months Ended |
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For the Six Months Ended |
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June 30, |
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June 30, |
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2026 |
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2025 |
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2026 |
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2025 |
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Net income |
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$ |
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Other comprehensive income (loss): |
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Change in fair value of interest rate hedges |
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Realized gains on interest rate hedges reclassified to earnings |
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Total other comprehensive income |
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Comprehensive income before allocation to noncontrolling interests |
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Allocation to noncontrolling interests |
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Comprehensive income |
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$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
Independence Realty Trust, Inc. and Subsidiaries
Condensed Consolidated Statements of Changes in Equity
(Unaudited and dollars in thousands, except share and per share data)
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| Par Value |
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| Other |
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| Earnings |
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| Common |
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| Paid In |
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| Comprehensive |
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| Noncontrolling |
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| Total |
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| Capital |
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| Income (Loss) |
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| Deficit) |
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| Equity |
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| Interests |
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Balance, December 31, 2025 |
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Net loss |
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Common dividends declared ($ per share) |
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Other comprehensive income |
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Stock compensation |
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Repurchase of shares related to equity award tax withholding |
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Repurchase of common stock, including repurchase costs |
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Distribution to noncontrolling interest declared ($ per share) |
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Balance, March 31, 2026 |
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Net income |
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Common dividends declared ($ per share) |
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Other comprehensive income |
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Stock compensation |
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Repurchase of shares related to equity award tax withholding |
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Issuance of common shares, net |
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Distribution to noncontrolling interest declared ($ per share) |
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Balance, June 30, 2026 |
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| Par Value |
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| Other |
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| Earnings |
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| Noncontrolling |
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| Total |
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| Capital |
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| Income (Loss) |
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| Deficit) |
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| Equity |
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| Interests |
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Balance, December 31, 2024 |
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Net income |
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Common dividends declared ($ per share) |
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Other comprehensive loss |
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Stock compensation |
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Repurchase of shares related to equity award tax withholding |
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Issuance of common shares, net |
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Distribution to noncontrolling interest declared ($ per share) |
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Balance, March 31, 2025 |
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Net income |
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Common dividends declared ($ per share) |
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Other comprehensive loss |
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Stock compensation |
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Repurchase of shares related to equity award tax withholding |
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Issuance of common shares, net |
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Distribution to noncontrolling interest declared ($ per share) |
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Balance, June 30, 2025 |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
| $ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
Independence Realty Trust, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited and dollars in thousands)
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For the Six Months Ended |
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|
|
June 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
|
|
$ |
|
||
Adjustments to reconcile net income to cash flow from operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
|
|
|
|
||
Accretion of loan discounts and premiums, net |
|
|
( |
) |
|
|
( |
) |
Amortization of deferred financing costs, net |
|
|
|
|
|
|
||
Stock compensation expense |
|
|
|
|
|
|
||
Gain on sale of real estate assets, net |
|
|
|
|
|
( |
) |
|
Loss on extinguishment of debt |
|
|
|
|
|
|
||
Amortization related to derivative instruments |
|
|
|
|
|
|
||
Non-cash casualty losses |
|
|
|
|
|
|
||
Equity in loss from investments in unconsolidated real estate entities |
|
|
|
|
|
|
||
Other loss |
|
|
|
|
|
|
||
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
Other assets |
|
|
( |
) |
|
|
|
|
Accounts payable and accrued expenses |
|
|
( |
) |
|
|
|
|
Accrued interest payable |
|
|
( |
) |
|
|
( |
) |
Other liabilities |
|
|
( |
) |
|
|
( |
) |
Cash flow provided by operating activities |
|
|
|
|
|
|
||
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Acquisition of real estate properties |
|
|
( |
) |
|
|
( |
) |
Escrow deposits for pending real estate acquisitions |
|
|
|
|
|
( |
) |
|
Cash acquired in consolidation of unconsolidated real estate entity |
|
|
|
|
|
|
||
Investments in unconsolidated real estate entities |
|
|
( |
) |
|
|
( |
) |
Proceeds from dispositions of real estate properties, net |
|
|
|
|
|
|
||
Capital expenditures |
|
|
( |
) |
|
|
( |
) |
Real estate development expenditures |
|
|
( |
) |
|
|
( |
) |
Proceeds from insurance claims |
|
|
|
|
|
|
||
Cash flow used in investing activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
(Costs) proceeds from issuance of common stock, net |
|
|
( |
) |
|
|
|
|
Proceeds from unsecured revolver and term loan |
|
|
|
|
|
|
||
Unsecured revolver, secured credit facility and term loan repayments |
|
|
( |
) |
|
|
( |
) |
Mortgage principal repayments and payoffs |
|
|
( |
) |
|
|
( |
) |
Payment for deferred financing costs |
|
|
( |
) |
|
|
( |
) |
Distributions on common stock |
|
|
( |
) |
|
|
( |
) |
Distributions to noncontrolling interests |
|
|
( |
) |
|
|
( |
) |
Payment for debt extinguishment |
|
|
|
|
|
( |
) |
|
Repurchase of shares related to equity award tax withholding |
|
|
( |
) |
|
|
( |
) |
Repurchase of common stock, including repurchase costs |
|
|
( |
) |
|
|
|
|
Cash flow used in financing activities |
|
|
( |
) |
|
|
( |
) |
Net change in cash, cash equivalents, and restricted cash |
|
|
( |
) |
|
|
( |
) |
Cash, cash equivalents, and restricted cash, beginning of period |
|
|
|
|
|
|
||
Cash, cash equivalents, and restricted cash, end of the period |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
|
|
Reconciliation of cash, cash equivalents, and restricted cash to the Condensed Consolidated Balance Sheets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Restricted cash |
|
|
|
|
|
|
||
Total cash, cash equivalents, and restricted cash, end of period |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
Independence Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
June 30, 2026
(Unaudited and dollars in thousands, except share and per share data)
Independence Realty Trust, Inc. (“IRT”), is a self-administered and self-managed Maryland corporation that was formed on March 26, 2009 and 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, 2026, we owned and operated
As used herein, the terms “we,” “our,” and “us” refer to IRT and, as required by context, IROP and its subsidiaries.
NOTE 2: Summary of Significant Accounting Policies
a. Basis of Presentation
The accompanying unaudited interim condensed consolidated financial statements have been prepared by management in accordance with generally accepted accounting principles in the United States (“GAAP”). Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations, although we believe that the included disclosures are adequate to make the information presented not misleading. The unaudited interim condensed consolidated financial statements should be read in conjunction with our audited financial statements as of and for the year ended December 31, 2025 included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”). In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our condensed consolidated financial position and condensed consolidated results of operations and cash flows are included. The results of operations for the interim periods presented are not necessarily indicative of the results for the full year. The Company evaluated subsequent events through the date its financial statements were issued. No significant recognized or non-recognized subsequent events were noted other than those described in the footnotes.
b. Principles of Consolidation
The condensed consolidated financial statements reflect our accounts and the accounts of IROP and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Pursuant to the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification Topic 810, “Consolidation”, IROP is considered a variable interest entity of which we are the primary beneficiary. As our significant asset is our investment in IROP, substantially all of our assets and liabilities represent the assets and liabilities of IROP.
8
Independence Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
June 30, 2026
(Unaudited and dollars in thousands, except share and per share data)
c. Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.
d. Cash and Cash Equivalents
Cash and cash equivalents include cash held in banks and highly liquid investments with original maturities of three months or less when purchased. Cash, including amounts restricted, may at times exceed the Federal Deposit Insurance Corporation deposit insurance limit of $250 per institution. We mitigate credit risk by placing cash and cash equivalents with major financial institutions. To date, we have not experienced any losses on cash and cash equivalents.
e. Restricted Cash
Restricted cash includes escrows of our funds held by lenders to fund certain expenditures, such as real estate taxes and insurance, or to be released at our discretion upon the occurrence of certain pre-specified events. As of June 30, 2026 and December 31, 2025, we had $
f. Investments in Real Estate
Investments in real estate are recorded at cost less accumulated depreciation. Costs, including internal costs, that both add value and appreciably extend the useful life of an asset are capitalized. Expenditures for repairs and maintenance are expensed as incurred.
Investments in real estate are classified as held for sale in the period in which certain criteria are met including when the sale of the asset is probable, necessary approvals are obtained, and actions required to complete the plan of sale indicate that it is unlikely that significant changes to the plan of sale will be made or the plan of sale will be withdrawn.
Allocation of Purchase Price of Acquired Assets
In accordance with FASB ASC Topic 805 (“ASC 805”), we evaluate our real estate acquisitions to determine if they should be accounted for as a business or as a group of assets. The evaluation includes an initial screen to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single asset or group of similar assets. If the screen is met, the acquisition is not a business. The properties we have acquired met the screen test and are accounted for as asset acquisitions. Under asset acquisition accounting, the costs to acquire real estate, including transaction costs related to the acquisition, are accumulated and then allocated to the individual assets and liabilities acquired based upon their relative fair value. Transaction costs and fees incurred related to the financing of an acquisition are capitalized and amortized over the life of the related financing.
9
Independence Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
June 30, 2026
(Unaudited and dollars in thousands, except share and per share data)
We estimate the fair value of acquired tangible assets (consisting of land, building and improvements), identified intangible assets (consisting of in-place leases), and assumed debt at the date of acquisition, based on the evaluation of information and estimates available at that date.
The aggregate value of in-place leases is determined by evaluating various factors, including the terms of the leases that are in place and assumed lease-up periods. The value assigned to these intangible assets is amortized over the assumed lease up period, typically nine months. During the three and six months ended June 30, 2026, we acquired in-place leases with a value of $
Impairment of Long-Lived Assets
Management evaluates the recoverability of our investments in real estate assets, including related identifiable intangible assets, in accordance with FASB ASC Topic 360, “Property, Plant and Equipment”. This accounting standard requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that recoverability of the assets is not assured.
We review our long-lived assets on an ongoing basis and evaluate the recoverability of the carrying value when there is an indicator of impairment. An impairment charge is recognized when it is determined that the carrying value of the asset exceeds the fair value. The estimated cash flows and estimated fair value used in the impairment analysis are determined based on our plans for the respective assets, including the expected hold period, and our assessment of market and economic conditions. The estimates consider matters such as current and historical rental rates and collection levels, occupancies for the respective and/or comparable properties, and recent sales data for comparable properties. Changes in our plans or views of market and economic conditions may result in adjustments to estimated future cash flows, which could lead to recognition of impairment losses. These losses, as guided by the applicable accounting standards, could be significant. For the three and six months ended June 30, 2026 and 2025 we recorded
Depreciation Expense
Depreciation expense for real estate assets is computed using a straight-line method based on a life of
10
Independence Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
June 30, 2026
(Unaudited and dollars in thousands, except share and per share data)
Casualty Related Costs
Occasionally, we incur losses at our communities from wind storms, floods, fires and similar hazards. In these cases, we estimate the carrying value of the damaged property and record a casualty loss for the difference between the estimated carrying value and the insurance proceeds, if any. Any amount of insurance recovery in excess of the amount of the losses incurred is considered a gain contingency and is recorded in casualty (gains) losses, net when the proceeds are received. During the three and six months ended June 30, 2026, we recorded $
g. Investments in Real Estate Under Development
We capitalize direct and indirect project costs incurred during the development period such as construction, insurance, architectural, legal, interest costs, and real estate taxes. At such time as the development is considered substantially complete, the capitalization of certain indirect costs such as real estate taxes, interest costs, and all project-related costs in real estate under development are reclassified to investments in real estate. For the three and six months ended June 30, 2026, we recorded $
As of June 30, 2026 and December 31, 2025, the carrying value of our investments in real estate under development in Denver, Colorado and Austin, Texas, as applicable, totaled $
h. Investments in Unconsolidated Real Estate Entities
We have entered into joint ventures with unrelated third parties to acquire, develop, own, operate, and manage real estate assets. Our joint ventures are funded with a combination of debt and equity. We will consolidate entities that we control as well as any variable interest entity ("VIE") where we are the primary beneficiary. Under the VIE model, we consolidate an entity when we have the ability to direct the activities of the VIE and the obligations to absorb losses or the right to receive benefits that could potentially be significant to the VIE. Under the voting model, we consolidate an entity when we control the entity through ownership of a majority voting interest. We separately analyzed the initial accounting for each of our investments in unconsolidated real estate entities and concluded that each investment is a voting interest entity. Our equity interest varies for each of our investments in unconsolidated real estate entities between
11
Independence Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
June 30, 2026
(Unaudited and dollars in thousands, except share and per share data)
i. Revenue and Expenses
Rental and Other Property Revenue
We apply FASB ASC Topic 842, “Leases” (“ASC 842”) with respect to our accounting for rental income. We primarily lease apartment units under operating leases generally with terms of one year or less. Rental payments are generally due monthly and rental revenues are recognized on an accrual basis when earned. We have elected to account for lease (i.e., fixed payments including base rent) and non-lease components (i.e., tenant reimbursements and certain other service fees) as a single combined operating lease component since (1) the timing and pattern of transfer of the lease and non-lease components is the same, (2) the lease component is the predominant element, and (3) the combined single lease component would be classified as an operating lease.
We make ongoing estimates of the collectability of our base rents, tenant reimbursements, and other service fees included within rental and other property revenue. If collectability is not probable, we adjust rental and other property income for the amount of uncollectible revenue.
j. Derivative Instruments
We may use derivative financial instruments to hedge all or a portion of the interest rate risk associated with our borrowings. The principal objective of such arrangements is to minimize the risks and/or costs associated with our operating and financial structure, as well as to hedge specific anticipated transactions. While these instruments may impact our periodic cash flows, they benefit us by minimizing the risks and/or costs previously described. The counterparties to these contractual arrangements are major financial institutions with which we, and our affiliates, may also have other financial relationships. In the event of nonperformance by the counterparties, we are potentially exposed to credit loss. However, because of the high credit ratings of the counterparties, we do not anticipate that any of the counterparties will fail to meet their obligations.
In accordance with FASB ASC Topic 815, “Derivatives and Hedging”, we measure each derivative instrument at fair value and record such amounts in our condensed consolidated balance sheets as either an asset or liability. For derivatives designated as cash flow hedges, the changes in the fair value of the effective portions of the derivative are reported in other comprehensive income and changes in the fair value of the ineffective portions of cash flow hedges, if any, are recognized in earnings. For derivatives not designated as hedges, the changes in fair value of the derivative instrument are recognized in earnings. Any derivatives that we designate in hedge relationships are done so at inception. At inception, we determine whether or not the derivative is highly effective in offsetting changes in the designated interest rate risk associated with the identified indebtedness using regression analysis. At each reporting period, we update our regression analysis and use the hypothetical derivative method to measure any ineffectiveness.
k. Fair Value of Financial Instruments
In accordance with FASB ASC Topic 820, “Fair Value Measurements and Disclosures”, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity for disclosure purposes. Assets and liabilities recorded at fair value in our condensed consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their value. Hierarchical levels, as defined in FASB ASC Topic 820, “Fair Value Measurements and Disclosures” and directly related to the amount of subjectivity associated with the inputs to fair valuations of these assets and liabilities, are as follows:
| • | Level 1: Valuations are based on unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. The types of assets carried at Level 1 fair value generally are equity securities listed in active markets. As such, valuations of these investments do not entail a significant degree of judgment. |
12
Independence Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
June 30, 2026
(Unaudited and dollars in thousands, except share and per share data)
| • | Level 2: Valuations are based on quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active or for which all significant inputs are observable, either directly or indirectly. |
| • | Level 3: Inputs are unobservable for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. |
FASB ASC Topic 825, “Financial Instruments” requires disclosure of the fair value of financial instruments for which it is practicable to estimate that value. Given that cash and cash equivalents and restricted cash are short term in nature with limited fair value volatility, the carrying amount is deemed to be a reasonable approximation of fair value and the fair value input is classified as a Level 1 fair value measurement. The fair value input for derivatives is classified as a Level 2 fair value measurement within the fair value hierarchy. The fair value of our unsecured revolver, term loans, and mortgage indebtedness is based on a discounted cash flows valuation technique. As this technique utilizes current credit spreads, which are generally unobservable, this is classified as a Level 3 fair value measurement within the fair value hierarchy. We determine appropriate credit spreads based on the type of debt and its maturity. There were no transfers between levels in the fair value hierarchy for the six months ended June 30, 2026. The following table summarizes the carrying amount and the fair value of our financial instruments as of the periods indicated:
|
| As of June 30, 2026 |
|
| As of December 31, 2025 |
| ||||||||||
|
| Carrying |
|
| Estimated |
|
| Carrying |
|
| Estimated |
| ||||
Financial Instrument |
| Amount |
|
| Fair Value |
|
| Amount |
|
| Fair Value |
| ||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Restricted cash |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Derivative assets |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured revolver |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Unsecured term loans |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Secured credit facilities |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Mortgages |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Unsecured notes |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Derivative liabilities |
|
|
|
|
|
|
|
|
|
|
|
| ||||
l. Deferred Financing Costs
Costs incurred in connection with debt financing are deferred and classified within indebtedness and charged to interest expense over the terms of the related debt agreements, under the effective interest method.
13
Independence Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
June 30, 2026
(Unaudited and dollars in thousands, except share and per share data)
m. Office Leases
In accordance with FASB ASC Topic 842, “Leases”, lessees are required to recognize a right-of-use asset and a lease liability on the balance sheet at the lease commencement date for all leases, except those leases with terms of less than a year. We lease corporate office space under leases with terms of up to
n. Income Taxes
We have elected to be taxed as a REIT. Accordingly, we recorded
To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our ordinary taxable income to stockholders. As a REIT, we generally are not subject to federal income tax on taxable income that we distribute to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income taxes on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year during which qualification is lost unless the Internal Revenue Service grants us relief under certain statutory provisions. Such an event could materially adversely affect our net income and net cash available for distribution to stockholders; however, we believe that we are organized and operate in such a manner as to qualify and maintain treatment as a REIT and intend to operate in such a manner so that we will remain qualified as a REIT for federal income tax purposes.
o. Recent Accounting Pronouncements
Below is a brief description of recent accounting pronouncements that could have a material effect on our condensed consolidated financial statements.
In December 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025-12, Codification Improvements, as part of its ongoing project to clarify, correct and improve various topics within the Accounting Standards Codification (“ASC”). The amendments cover 33 specific issues, two of which are particularly relevant to REITs, (i) clarifications on the calculation of diluted earnings per share when a loss from continuing operations exists (Topic 260), and (ii) the exclusion of certain lease receivables from enhanced credit loss disclosures (Topic 310). The standard is effective for the Company for annual reporting periods beginning after December 15, 2026, and interim periods within those years. Early adoption is permitted on an issue-by-issue basis. The Company is currently evaluating the impact of ASU 2025-12 on its consolidated financial position, results of operations and disclosures.
In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements. The update is designed to better align hedge accounting with an entity's risk management activities by making targeted improvements to the hedge accounting model. Key amendments include, Similar Risk Assessment, which replaces the “shared risk exposure” requirement for grouping forecasted transactions in a cash flow hedge with a “similar risk exposure” requirement, permitting broader aggregation of hedged risks, Choose-Your-Rate Debt which introduces a model for hedging interest payments on variable-rate borrowings where the borrower can change reference rates without automatically triggering hedge de-designation, and Net Written Options which clarifies that certain instruments, such as, interest rate swaps with floors, may qualify as hedging instruments without being subject to the net written option test, provided. The standard is effective for the Company for annual reporting periods beginning after December 15, 2026, and interim periods within those years. Early adoption is permitted. The guidance is generally required to be applied on a prospective basis. The Company is currently evaluating the impact of ASU 2025-09 on its consolidated financial position, results of operations and disclosures.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which requires disclosure of information about specific cost and expense categories in the notes to the financial statements. This ASU is effective for the Company for annual reporting periods beginning after December 15, 2026, and for interim reporting periods commencing in 2028 and may be applied either prospectively or retrospectively. The Company is currently evaluating the effect that the ASU will have on its consolidated financial position, results of operations and disclosures.
14
Independence Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
June 30, 2026
(Unaudited and dollars in thousands, except share and per share data)
NOTE 3: Investments in Real Estate
As of June 30, 2026, our investments in real estate consisted of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2026 |
|
|
As of December 31, 2025 |
|
|
Depreciable Lives (In years) |
|
|||
Land |
|
$ |
|
|
$ |
|
|
|
— |
|
||
Building |
|
|
|
|
|
|
|
|
|
|||
Furniture, fixtures and equipment |
|
|
|
|
|
|
|
|
|
|||
Total investments in real estate |
|
$ |
|
|
$ |
|
|
|
|
|
||
Accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Investments in real estate, net |
|
$ |
|
|
$ |
|
|
|
|
|
||
The following table summarizes our properties held for sale as of June 30, 2026:
Property |
|
Market |
|
Units |
|
|
Carrying Value |
|
||
Bella Terra at City Center |
|
Denver, CO |
|
|
|
|
$ |
|
||
Stonebridge Crossing |
|
Memphis, TN |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
$ |
|
||
Acquisitions
The following table summarizes our asset acquisition for the six months ended June 30, 2026:
Property |
|
Date Acquired |
|
Market |
|
Units |
|
|
Purchase Price |
|
||
The Retreat at Canal |
|
1/15/2026 |
|
Columbus, OH |
|
|
|
|
$ |
|
||
The following table summarizes the relative fair value of the assets and liabilities associated with acquisitions during the six months ended June 30, 2026, on the date of acquisition accounted for under FASB ASC Topic 805-50-15-3.
|
|
Fair Value of Assets and Liabilities Acquired During the |
|
|
|
|
Six Months Ended |
|
|
|
|
June 30, 2026 |
|
|
Assets acquired: |
|
|
|
|
Investments in real estate |
|
$ |
|
|
Other assets |
|
|
|
|
Intangible assets |
|
|
|
|
Total assets acquired |
|
|
|
|
Liabilities assumed: |
|
|
|
|
Accounts payable and accrued expenses |
|
|
|
|
Other liabilities |
|
|
|
|
Total liabilities assumed |
|
|
|
|
Estimated fair value of net assets acquired |
|
$ |
|
|
Dispositions
There were asset dispositions for the six months ended June 30, 2026.
15
Independence Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
June 30, 2026
(Unaudited and dollars in thousands, except share and per share data)
NOTE 4: Investments in Unconsolidated Real Estate
As of June 30, 2026, our investments in unconsolidated real estate entities had aggregate land, building, and capitalized construction in progress costs of $
The following table summarizes our investments in unconsolidated real estate entities as of June 30, 2026 and December 31, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
Carrying Value As Of |
|
|||||
Investments in Unconsolidated Real Estate Entities |
|
Location |
|
Units (1) |
|
|
IRT Ownership Interest |
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||||
Lakeline Station (2) |
|
Austin, TX |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
||||
The Mustang (3) |
|
Dallas, TX |
|
|
|
|
|
% |
|
|
|
|
|
|
||||
Nexton Pine Hollow |
|
Charleston, SC |
|
|
|
|
|
% |
|
|
|
|
|
|
||||
The Approach |
|
Indianapolis, IN |
|
|
|
|
|
% |
|
|
|
|
|
|
||||
Total |
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|||||
|
(1) |
Represents the total number of units after development is complete and each property is placed in service. |
|
(2) | On January 20, 2026, we acquired our joint venture partner's |
|
(3) |
The Mustang is an operating property consisting of |
The following table summarizes the assets and liabilities recognized upon the consolidation of Tisdale at Lakeline Station, our former unconsolidated real estate entity during the six months ended June 30, 2026 on the date of consolidation of January 20, 2026.
|
|
Assets and Liabilities Consolidated During the |
|
|
|
|
Six Months Ended |
|
|
|
|
June 30, 2026 |
|
|
Assets: |
|
|
|
|
Cash and cash equivalents |
|
$ |
|
|
Restricted cash |
|
|
|
|
Other assets |
|
|
|
|
Investments in real estate |
|
|
|
|
Investments in real estate under development |
|
|
|
|
Total assets |
|
$ |
|
|
Liabilities: |
|
|
|
|
Accounts payable and accrued expenses |
|
$ |
|
|
Other liabilities |
|
|
|
|
Mortgage loan (1) |
|
|
|
|
Total liabilities |
|
|
|
|
Derecognition of investments in unconsolidated real estate entities |
|
|
|
|
Total liabilities and equity |
|
$ |
|
|
|
(1) |
The mortgage loan was repaid using proceeds from our unsecured revolver and paid off concurrently with acquiring our joint venture partner's |
16
Independence Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
June 30, 2026
(Unaudited and dollars in thousands, except share and per share data)
NOTE 5: Indebtedness
Unsecured Revolver and Term Loans
On February 11, 2026, IROP entered into the Sixth Amended and Restated Credit Agreement (the “Sixth Restated Credit Agreement”) by and among IROP, as borrower, IRT as parent guarantor, KeyBank National Association, as administrative agent, and the other agents and lender parties thereto, which amended and restated in its entirety the Fifth Amended and Restated Credit agreement dated as of January 8, 2025 (the “Fifth Restated Credit Agreement”). The Fifth Restated Credit Agreement provided for a $
The Sixth Restated Credit Agreement increased the aggregate amount of borrowings under the credit agreement to $
The following tables contain summary information concerning our consolidated indebtedness as of June 30, 2026:
Consolidated Debt: |
|
Outstanding Principal |
|
|
Unamortized Debt Issuance Costs |
|
|
Unamortized Loan (Discount)/Premiums |
|
|
Carrying Amount |
|
|
Type |
|
Weighted Average Contractual Rate (2) |
|
|
Weighted Average Effective Rate (3) |
|
|
Weighted Average Maturity (in years) |
|
|||||||
Unsecured revolver (1) |
|
$ |
|
|
$ | ( |
) |
|
$ |
|
|
$ |
|
|
Floating |
|
|
% |
|
|
% |
|
|
|
||||||
Unsecured term loans |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
Floating |
|
|
% |
|
|
% |
|
|
|
||||||
Secured credit facilities |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
Fixed |
|
|
% |
|
|
% |
|
|
|
||||||
Mortgages |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
Fixed |
|
|
% |
|
|
% |
|
|
|
||||||
Unsecured notes |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
Fixed |
|
|
% |
|
|
% |
|
|
|
||||||
Total Consolidated Debt |
|
$ |
|
|
$ | ( |
) |
|
$ |
|
|
$ |
|
|
|
|
|
% |
|
|
% |
|
|
|
||||||
|
(1) |
The unsecured revolver total capacity is $ |
|
(2) |
Represents the weighted average of the contractual interest rates in effect as of June 30, 2026, without regard to any interest rate swaps or collars. |
|
(3) |
Represents the weighted average effective interest rates for the three months ended June 30, 2026, including the impact of interest rate swaps and collars, the amortization of hedging costs, and deferred financing costs, but excluding the impact of loan premium amortization, discount accretion, and interest capitalization. |
|
|
Scheduled maturities on our consolidated indebtedness outstanding as of June 30, 2026 |
|
|||||||||||||||||||||
Consolidated Debt: |
|
2026 |
|
|
2027 |
|
|
2028 |
|
|
2029 |
|
|
2030 |
|
|
Thereafter |
|
||||||
Unsecured revolver |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Unsecured term loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Secured credit facilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Mortgages |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unsecured notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
The following table contains summary information concerning our consolidated indebtedness as of December 31, 2025:
Consolidated Debt: |
|
Outstanding Principal |
|
|
Unamortized Debt Issuance Costs |
|
|
Unamortized Loan (Discount)/Premiums |
|
|
Carrying Amount |
|
|
Type |
|
Weighted Average Contractual Rate (2) |
|
|
Weighted Average Effective Rate (3) |
|
|
Weighted Average Maturity (in years) |
|
|||||||
Unsecured revolver (1) |
|
$ |
|
|
$ | ( |
) |
|
$ |
|
|
$ |
|
|
Floating |
|
|
% |
|
|
% |
|
|
|
||||||
Unsecured term loans |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
Floating |
|
|
% |
|
|
% |
|
|
|
||||||
Secured credit facilities |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
Fixed |
|
|
% |
|
|
% |
|
|
|
||||||
Mortgages |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
Fixed |
|
|
% |
|
|
% |
|
|
|
||||||
Unsecured notes |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
Fixed |
|
|
% |
|
|
% |
|
|
|
||||||
Total Consolidated Debt |
|
$ |
|
|
$ | ( |
) |
|
$ |
|
|
$ |
|
|
|
|
|
% |
|
|
% |
|
|
|
||||||
|
(1) |
The unsecured revolver total capacity was $ |
|
(2) |
Represents the weighted average of the contractual interest rates in effect as of year-end December 31, 2025, without regard to any interest rate swaps or collars. |
|
(3) |
Represents the total weighted average effective interest rate for the three months ended December 31, 2025, including the impact of interest rate swaps and collars, the amortization of hedging costs, and deferred financing costs, but excluding the impact of loan premium amortization, discount accretion, and interest capitalization. |
As of June 30, 2026, we were in compliance with all financial covenants contained in our consolidated indebtedness.
17
Independence Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
June 30, 2026
(Unaudited and dollars in thousands, except share and per share data)
NOTE 6: Derivative Financial Instruments
The following table summarizes the aggregate notional amounts and estimated net fair values of our derivative instruments as of June 30, 2026 and December 31, 2025:
|
|
As of June 30, 2026 |
|
|
As of December 31, 2025 |
|
||||||||||||||||||
|
|
Notional |
|
|
Fair Value of Assets |
|
|
Fair Value of Liabilities |
|
|
Notional |
|
|
Fair Value of Assets |
|
|
Fair Value of Liabilities |
|
||||||
Cash flow hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Interest rate collars |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Forward interest rate swap |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Effective interest rate swaps and collars are reported in accumulated other comprehensive income, and the fair value of these hedge agreements is recorded as derivative assets or liabilities on the face of our condensed consolidated balance sheets.
For our interest rate swaps and collars that are considered highly effective hedges, we reclassified realized gains of $
18
Independence Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
June 30, 2026
(Unaudited and dollars in thousands, except share and per share data)
NOTE 7: Stockholders' Equity and Noncontrolling Interests
Stockholders’ Equity
On May 13, 2026, our board of directors declared a dividend of $
On March 9, 2026, our board of directors declared a dividend of $
ATM Program
On July 28, 2023, we entered into an equity distribution agreement pursuant to which we were permitted from time to time to offer and sell shares of our common stock under our prior shelf registration statement having an aggregate offering price of up to $
Stock Repurchase Program
On May 18, 2022, our board of directors authorized a common stock repurchase program (the "Stock Repurchase Program") covering up to $
Noncontrolling Interest
During the six months ended June 30, 2026, no holders of IROP units exchanged units for shares of our common stock. As of June 30, 2026,
On May 13, 2026, our board of directors declared a dividend of $
On March 9, 2026, our board of directors declared a dividend of $
19
Independence Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
June 30, 2026
(Unaudited and dollars in thousands, except share and per share data)
NOTE 8: Equity Compensation Plans
Long Term Incentive Plan
On May 18, 2022, our stockholders approved our 2022 Long Term Incentive Plan (the “2022 Incentive Plan”). The 2022 Incentive Plan provides for grants of equity and equity-based awards to our employees, officers, directors, consultants and other service providers, and such awards may take the form of restricted or unrestricted shares of common stock, non-qualified stock options, incentive stock options, restricted stock units (“RSUs”), stock appreciation rights (“SARs”), dividend equivalents and other equity and cash-based awards. A maximum of
The restricted shares and RSUs granted under the Incentive Plan generally vest or vested over a - to -year period. In addition, we have granted unrestricted shares to our non-employee directors. These awards generally vest or vested immediately. A summary of restricted and unrestricted common share awards and RSU activity is presented below.
|
|
2026 |
|
|||||
|
|
Number of Shares |
|
|
Weighted Average Grant Date Fair Value Per Share |
|
||
Balance, January 1, |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
Balance, June 30, (1) |
|
|
|
|
$ |
|
||
|
(1) |
The outstanding award balances above include |
On February 3, 2026, our compensation committee awarded 194,574 performance share units (“PSUs”) (measured at target) to our executive officers. The number of PSUs earned will be based on attainment of certain performance criteria over a -year period, with the actual number of shares issuable ranging between
During the six months ended June 30, 2026 and 2025, a portion of the RSUs and PSUs granted were issued to employees who are retirement eligible. The fact that the grantees are retirement eligible resulted in immediate recognition of the associated stock-based compensation expense totaling $
20
Independence Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
June 30, 2026
(Unaudited and dollars in thousands, except share and per share data)
NOTE 9: Earnings Per Share
The following table presents a reconciliation of basic and diluted earnings per share for the three and six months ended June 30, 2026 and 2025:
|
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
(Income) loss allocated to noncontrolling interest |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Income allocable to common shares |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Weighted-average shares outstanding—Basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average shares outstanding—Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings per share—Basic |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Earnings per share—Diluted |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Certain IROP units, RSAs and RSUs were excluded from the earnings per share computation because their effect would have been anti-dilutive, totaling
NOTE 10: Segment Reporting
Each of our multifamily properties is considered an operating segment that earns revenues through the leasing of apartment homes and incurs associated expenses. We aggregate our multifamily properties on a same-store and non same-store basis, and as a result, have identified reportable segments.
|
• |
Same-Store includes properties that were owned and not a development property as of January 1, 2025, and that have not been sold or identified as held for sale. |
|
• |
Non Same-Store includes properties that did not meet the definition of a same-store property as of January 1, 2025. |
GAAP guidance requires that segment disclosures present the measures used by the Chief Operating Decision Maker (“CODM”) to decide how to allocate resources and for purposes of assessing segment performance. The CODM uses net operating income (“NOI”) as the primary financial measure to evaluate operating results of our multifamily properties, including analyses compared to prior periods and budgeted operating results. NOI is defined as total property revenues less total property operating expenses, excluding interest expenses, depreciation and amortization, casualty related costs and gains, property management expenses, general and administrative expense and net gains on sale of assets.
Segment assets consist of real estate held for investment, real estate held for sale and investments in real estate under development. Non-segment assets consist of assets in the Company’s other non-reportable segments and corporate non-segment assets, which are comprised of cash and cash equivalents, restricted cash, investments in unconsolidated real estate entities, other assets, derivative assets and intangible assets. Reportable segment asset information is not provided to the CODM as the CODM does not use segment asset information to evaluate the business and allocate resources.
21
Independence Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
June 30, 2026
(Unaudited and dollars in thousands, except share and per share data)
The following table details NOI for our reportable segments for the three and six months ended June 30, 2026 and 2025, and reconciles NOI to Net income on the condensed consolidated statements of operations. The segments are classified as same-store or non same-store based on the individual property’s status as of June 30, 2026.
|
|
For the Three Months Ended June 30, |
|
|
For the Six Months Ended June 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Same-store (1) rental and other property revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Non same-store (1) rental and other property revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total reportable segments revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total consolidated revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Same-store |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate taxes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Property insurance |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Personnel expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Utilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Repairs and maintenance |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contract services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Advertising expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other property operating expenses (2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total same-store operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non same-store |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non same-store operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total reportable segments operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net Operating Income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Same-store NOI |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non same-store NOI |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total reportable segments NOI |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Property management expenses |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
General and administrative expenses |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Depreciation and amortization |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Casualty gains (losses), net |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Interest expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Gain on sale of real estate assets, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss on extinguishment of debt |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Other loss |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Loss from investments in unconsolidated real estate entities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
(1) | Same-store portfolio consists of |
|
(2) |
Other property operating expenses includes property office, administrative and legal costs. |
22
Independence Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
June 30, 2026
(Unaudited and dollars in thousands, except share and per share data)
NOTE 11: Other Disclosures
Litigation
We are subject to various legal proceedings and claims that arise in the ordinary course of our business operations. Matters which arise out of allegations of bodily injury, property damage, employment practices and professional liability are generally covered by insurance. While the resolution of these matters cannot be predicted with certainty, we currently believe the final outcome of such matters will not have a material adverse effect on our financial position, results of operations or cash flows.
Starting around November 2022, putative class action representatives began filing complaints in various United States District Courts across the country naming as defendants RealPage, Inc. (“RealPage”), a seller of revenue management products, and approximately 50 defendants who own and/or manage multifamily residential rental housing, alleging that the defendants conspired to fix, raise, maintain, and stabilize rent prices in violation of Section 1 of the Sherman Act. Some of the complaints, including one filed on November 14, 2022, in the U.S. District Court for the Northern District of Illinois, named us as one of the defendants, and others did not. The actions were consolidated for pretrial proceedings in the Middle District of Tennessee. Discovery is ongoing. It is not possible for the Company to estimate the amount of loss, if any, which may be associated with an adverse decision in this matter. We deny all allegations of wrongdoing and intend to defend against these claims vigorously. See Part II, Item 1, Legal Proceedings, for additional information regarding our legal proceedings.
Other Matters
To the extent that a natural disaster or similar event occurs with more than a remote risk of having a material impact on the consolidated financial statements, we will disclose the estimated range of possible outcomes, and, if an outcome is probable, accrue an appropriate liability.
Loss Contingencies
We record an accrual for loss contingencies when a loss is probable and the amount of the loss can be reasonably estimated. Management reviews these accruals quarterly and makes revisions based on changes in facts and circumstances. When a loss contingency is not both probable and reasonably estimable, management does not accrue the loss. However, if the loss (or an additional loss in excess of an earlier accrual) is at least a reasonable possibility and material, then management discloses a reasonable estimate of the possible loss, or range of loss, if such reasonable estimate can be made. If we cannot make a reasonable estimate of the possible loss, or range of loss, then a statement to that effect is disclosed.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
The Securities and Exchange Commission (the “SEC”), encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This Quarterly Report on Form 10-Q contains or incorporates by reference such “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes” and words and terms of similar substance used in connection with any discussion of future operating or financial performance identify forward-looking statements.
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, our expectations with respect to the timing and terms of sales, if any, with respect to the two properties which are classified as held for sale as of June 30, 2026, our expectations with respect to projects scheduled to start in 2026 and our expectations with respect to future acquisitions and dispositions. 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.
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 increased 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, delays in the completion of, and failure to achieve anticipated benefits of, our projects with our joint venture partners, 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, inability or failure to achieve anticipated benefits from future acquisitions and dispositions, delays in completing, and cost overruns incurred in connection with, our Value Add Programs and failure to achieve rent increases and occupancy levels on account of the Value Add Programs, unexpected impairments or impairments in excess of our estimates, new and/or increased regulations generally and specifically on the rental housing market, including legislation that may regulate rents and fees 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, economic conditions, including inflation and recessionary conditions and their related impacts on the real estate industry, U.S. and global trade policies and tensions, including changes in, or the imposition of, tariffs and/or trade barriers and the economic impacts, volatility and uncertainty resulting therefrom, the impacts from the U.S. government shutdown, the impacts from existing and/or future U.S. foreign policy decisions including the involvement of the U.S. in foreign disputes and foreign wars, 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, including but not limited to a third party's unauthorized access to our data or the data of our residents, 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 2025 Annual Report, 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.
These forward-looking statements are based upon the beliefs and expectations of our management at the time of this Quarterly Report on Form 10-Q and our actual results may differ materially from the expectations, intentions, beliefs, plans or predictions of the future expressed or implied by such forward-looking statements. We undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as may be required by law.
Overview
Our Company
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, 2026, we owned and operated 116 multifamily apartment properties (including one owned through a consolidated joint venture) that contain an aggregate of 33,898 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, 2026, we owned one newly developed property in Austin, Texas that contains 378 units. As of June 30, 2026, we also owned interests in three unconsolidated joint ventures, one of which owns and operates a multifamily apartment community that contains 275 units and two of which that are developing multifamily apartment communities that will contain, upon completion, an aggregate of 642 units. We do not have any foreign operations and our business is not seasonal.
Our Business Objective and Investment Strategies
Our primary business objective is to maximize stockholder value through diligent portfolio management, strong operational performance, and a consistent return of capital through distributions and capital appreciation. Our investment strategy is focused on the following:
|
• |
gaining scale within key amenity rich submarkets of non-gateway cities that offer good school districts, high-quality retail and major employment centers and are unlikely to experience substantial new apartment construction in the foreseeable future; |
|
• |
increasing cash flows at our existing apartment properties through prudent property management and strategic renovation projects; and |
|
• |
acquiring additional properties that have strong and stable occupancies and support a rise in rental rates or that have the potential for repositioning through capital expenditures or tailored management strategies. |
Consolidated Property Portfolio (1)
As of June 30, 2026, we owned and consolidated 116 multifamily apartment properties, totaling 33,898 units. Below is a summary of our consolidated property portfolio by market.
(Dollars in thousands, except per unit data) |
|
As of June 30, 2026 |
|
|
For the Three Months Ended June 30, 2026 |
|
||||||||||||||||||||||
Market |
|
Number of Properties |
|
|
Units |
|
|
Gross Real Estate Assets |
|
|
Period End Occupancy |
|
|
Average Effective Monthly Rent per Unit |
|
|
Net Operating Income |
|
|
% of NOI |
|
|||||||
Atlanta, GA |
|
|
13 |
|
|
|
5,180 |
|
|
|
1,145,447 |
|
|
|
95.1 | % |
|
|
1,579 |
|
|
|
15,346 |
|
|
|
14.8 | % |
Dallas, TX |
|
|
14 |
|
|
|
4,007 |
|
|
|
908,729 |
|
|
|
94.8 | % |
|
|
1,795 |
|
|
|
13,693 |
|
|
|
13.2 | % |
Columbus, OH |
|
|
11 |
|
|
|
2,650 |
|
|
|
416,971 |
|
|
|
94.6 | % |
|
|
1,557 |
|
|
|
7,864 |
|
|
|
7.6 | % |
Tampa-St. Petersburg, FL |
|
|
6 |
|
|
|
1,791 |
|
|
|
400,134 |
|
|
|
95.1 | % |
|
|
1,906 |
|
|
|
6,671 |
|
|
|
6.4 | % |
Denver, CO (2)(3) |
|
|
8 |
|
|
|
2,018 |
|
|
|
624,837 |
|
|
|
95.2 | % |
|
|
1,780 |
|
|
|
6,401 |
|
|
|
6.2 | % |
Indianapolis, IN |
|
|
8 |
|
|
|
2,259 |
|
|
|
366,649 |
|
|
|
95.2 | % |
|
|
1,501 |
|
|
|
6,087 |
|
|
|
5.9 | % |
Oklahoma City, OK |
|
|
8 |
|
|
|
2,147 |
|
|
|
352,153 |
|
|
|
95.6 | % |
|
|
1,286 |
|
|
|
5,801 |
|
|
|
5.6 | % |
Nashville, TN |
|
|
5 |
|
|
|
1,508 |
|
|
|
381,930 |
|
|
|
95.6 | % |
|
|
1,604 |
|
|
|
4,995 |
|
|
|
4.8 | % |
Raleigh - Durham, NC |
|
|
6 |
|
|
|
1,690 |
|
|
|
262,849 |
|
|
|
94.8 | % |
|
|
1,546 |
|
|
|
4,989 |
|
|
|
4.8 | % |
Orlando, FL |
|
|
4 |
|
|
|
1,260 |
|
|
|
284,534 |
|
|
|
88.7 | % |
|
|
1,877 |
|
|
|
4,139 |
|
|
|
4.0 | % |
Memphis, TN (3) |
|
|
4 |
|
|
|
1,383 |
|
|
|
162,666 |
|
|
|
93.1 | % |
|
|
1,436 |
|
|
|
3,754 |
|
|
|
3.6 | % |
Houston, TX |
|
|
5 |
|
|
|
1,308 |
|
|
|
219,893 |
|
|
|
95.7 | % |
|
|
1,457 |
|
|
|
3,527 |
|
|
|
3.4 | % |
Charlotte, NC |
|
|
4 |
|
|
|
1,014 |
|
|
|
263,881 |
|
|
|
95.2 | % |
|
|
1,657 |
|
|
|
3,381 |
|
|
|
3.3 | % |
Lexington, KY |
|
|
3 |
|
|
|
886 |
|
|
|
170,417 |
|
|
|
94.7 | % |
|
|
1,547 |
|
|
|
3,176 |
|
|
|
3.1 | % |
Huntsville, AL |
|
|
4 |
|
|
|
1,051 |
|
|
|
244,326 |
|
|
|
96.3 | % |
|
|
1,396 |
|
|
|
2,950 |
|
|
|
2.8 | % |
Louisville, KY |
|
|
3 |
|
|
|
794 |
|
|
|
99,605 |
|
|
|
98.1 | % |
|
|
1,357 |
|
|
|
2,252 |
|
|
|
2.2 | % |
Cincinnati, OH |
|
|
2 |
|
|
|
542 |
|
|
|
128,358 |
|
|
|
95.0 | % |
|
|
1,736 |
|
|
|
1,936 |
|
|
|
1.9 | % |
Charleston, SC |
|
|
2 |
|
|
|
518 |
|
|
|
86,206 |
|
|
|
94.6 | % |
|
|
1,810 |
|
|
|
1,754 |
|
|
|
1.6 | % |
Greenville, SC |
|
|
1 |
|
|
|
702 |
|
|
|
128,358 |
|
|
|
94.6 | % |
|
|
1,279 |
|
|
|
1,730 |
|
|
|
1.7 | % |
Myrtle Beach, SC - Wilmington, NC |
3 |
|
|
|
628 |
|
|
|
70,429 |
|
|
|
94.7 | % |
|
|
1,389 |
|
|
|
1,682 |
|
|
|
1.6 | % | ||
Austin, TX (1) |
|
|
1 |
|
|
|
256 |
|
|
|
62,241 |
|
|
|
95.3 | % |
|
|
1,734 |
|
|
|
839 |
|
|
|
0.8 | % |
San Antonio, TX |
|
|
1 |
|
|
|
306 |
|
|
|
58,122 |
|
|
|
96.1 | % |
|
|
1,426 |
|
|
|
801 |
|
|
|
0.7 | % |
Total/Weighted Average |
|
|
116 |
|
|
|
33,898 |
|
|
$ | 6,838,735 |
|
|
|
94.9 | % |
|
$ | 1,593 |
|
|
$ | 103,768 |
|
|
|
100.0 | % |
|
(1) |
Excludes our development properties. See Non-GAAP financial measures for the definition of a development property. |
|
(2) |
Includes properties in our Fort Collins, CO and Colorado Springs, CO markets. |
|
(3) | Includes one property that was held for sale as of June 30, 2026. |
Current Developments
Acquisitions
On January 15, 2026, we acquired The Retreat at Canal in Columbus, Ohio, a 140-unit community for $29.5 million. The acquisition increased our exposure in Columbus, Ohio from 2,510 units to 2,650 units.
Investments in Unconsolidated Real Estate Entities
To create another avenue for accretive capital allocation and to increase our options for capital investment, we have partnered with, and may in the future partner with, developers through preferred equity investments and joint venture relationships focused on new multifamily development.
On January 20, 2026, we acquired our joint venture partner's 10% membership interest and assumed full operational control and 100% equity ownership of the Tisdale at Lakeline Station property underlying this joint venture. The property is a newly constructed 378-unit community in Austin, Texas and was consolidated into our financial results effective January 20, 2026. The property will be classified as a development property until reaching 90% occupancy.
As of June 30, 2026 and December 31, 2025, we had investments in unconsolidated real estate entities of $70.0 million and $98.3 million, respectively.
Investments in Real Estate Under Development
As of June 30, 2026, we had one investment in real estate under development of $67.8 million, which contains an aggregate of 378 units and is currently in lease-up. During the three months ended June 30, 2026, our previously disclosed development property in Denver, Colorado was completed and transitioned into our stabilized operating portfolio, and is included in the multifamily apartment properties.
Value Add Program
Strategically renovating communities where there is the potential for outsized rent growth (our "Value Add Program") provides us with the opportunity to improve long-term growth through targeted unit and/or common area investments. We completed renovations on 600 units during the three months ended June 30, 2026. From inception of our Value Add Program in January 2018 through June 30, 2026, we completed renovations on 12,471 of the 18,592 units currently in our Value Add Program, achieving a return on investment of 15.9% (and approximately 18.0% on the interior portion of such renovation costs). We compute return on investment 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.
Capital Markets
Unsecured Revolver and Term Loans
On February 11, 2026, Independence Realty Operating Partnership, LP (“IROP”) entered into the Sixth Amended and Restated Credit Agreement (the “Sixth Restated Credit Agreement”) by and among IROP, as borrower, Independence Realty Trust, Inc., as parent guarantor, KeyBank National Association, as administrative agent, and the other agents and lender parties thereto, which amended and restated in its entirety the Fifth Amended and Restated Credit Agreement dated as of January 8, 2025 (the “Fifth Restated Credit Agreement”). The Fifth Restated Credit Agreement provided for a $750.0 million unsecured revolving credit facility (the “Unsecured Revolver”) with a January 8, 2029 scheduled maturity date and two unsecured term loans, specifically: (i) a $200.0 million term loan with a May 18, 2026 maturity date (the “2026 Term Loan”) and (ii) a $400.0 million term loan with a January 28, 2028 maturity date (the “2028 Term Loan”). The Sixth Restated Credit Agreement provides for a new $350.0 million unsecured term loan with a maturity date of February 11, 2030, subject to a one year extension option (the “2030 Term Loan”). A portion of the proceeds from the 2030 Term Loan were used to pay off outstanding borrowings under the 2026 Term Loan.
The Sixth Restated Credit Agreement also increases the aggregate amount of borrowings under the credit agreement to $1.5 billion and permits IROP to request the capacity be further increased to $2.0 billion subject to certain terms and conditions, including receipt of commitments from one or more lenders, whether or not currently parties to the Sixth Restated Credit Agreement, to provide such increased amounts, which increase may be allocated, at IROP’s option, to the Unsecured Revolver and/or to one or more of the Term Loans, in accordance with the Sixth Restated Credit Agreement.
Stock Repurchase Program
On May 18, 2022, our board of directors authorized a common stock repurchase program (the "Stock Repurchase Program") covering up to $250.0 million in shares of our common stock. Under the Stock Repurchase Program, we, in our discretion, may purchase our shares from time to time in the open market or in privately negotiated transactions. The amount and timing of the purchases will depend on a number of factors, including the price and availability of our shares, trading volumes and general market conditions. The Stock Repurchase Program has no time limit and may be suspended or discontinued at any time. During the six months ended June 30, 2026, we repurchased and retired 1.8 million shares of common stock under our Stock Repurchase Program at a weighted average price of $16.24 per share at a total cost of $29.9 million. No shares were repurchased under our Stock Repurchase Program during the three months ended June 30, 2026. As of June 30, 2026, $190.1 million in shares of our common stock remained authorized for repurchase under our Stock Repurchase Program.
Results of Operations
As of June 30, 2026, we owned and consolidated 116 multifamily apartment properties, of which 109 comprised the Same-Store Portfolio.
Three Months Ended June 30, 2026 compared to the Three Months Ended June 30, 2025
|
|
SAME-STORE PORTFOLIO |
|
|
NON SAME-STORE PORTFOLIO |
|
|
CONSOLIDATED |
|
|||||||||||||||||||||||||||||||||||||||
(Dollars in thousands) |
|
Three Months Ended June 30, |
|
|
Three Months Ended June 30, |
|
|
Three Months Ended June 30, |
|
|||||||||||||||||||||||||||||||||||||||
|
|
2026 |
|
|
2025 |
|
|
Increase (Decrease) |
|
|
% Change |
|
|
2026 |
|
|
2025 |
|
|
Increase (Decrease) |
|
|
% Change |
|
|
2026 |
|
|
2025 |
|
|
Increase (Decrease) |
|
|
% Change |
|
||||||||||||
Property Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of properties (1) |
|
|
109 |
|
|
|
109 |
|
|
|
— |
|
|
|
— |
|
|
|
7 |
|
|
|
4 |
|
|
|
3 |
|
|
|
75.0 | % |
|
|
116 |
|
|
|
113 |
|
|
|
3 |
|
|
|
2.7 | % |
Number of units (1) |
|
|
31,735 |
|
|
|
31,735 |
|
|
|
— |
|
|
|
— |
|
|
|
2,163 |
|
|
|
1,440 |
|
|
|
723 |
|
|
|
50.2 | % |
|
|
33,898 |
|
|
|
33,175 |
|
|
|
723 |
|
|
|
2.2 | % |
Average occupancy (1) |
|
|
95.0% |
|
|
|
95.3% |
|
|
|
(0.3 | )% |
|
|
— |
|
|
|
88.2% |
|
|
|
92.7% |
|
|
|
(4.5)% |
|
|
|
— |
|
|
|
94.7% |
|
|
|
95.1% |
|
|
|
(0.4)% |
|
|
|
— |
|
Average effective monthly rent, per unit (1) |
|
$ | 1,597 |
|
|
$ | 1,591 |
|
|
$ | 6 |
|
|
|
0.4 | % |
|
$ | 1,572 |
|
|
$ | 1,470 |
|
|
$ | 102 |
|
|
|
6.9 | % |
|
$ | 1,593 |
|
|
$ | 1,581 |
|
|
$ | 12 |
|
|
|
0.7 | % |
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental and other property revenue |
|
$ | 157,076 |
|
|
$ | 155,612 |
|
|
$ | 1,464 |
|
|
|
0.9 | % |
|
$ | 10,050 |
|
|
$ | 6,279 |
|
|
$ | 3,771 |
|
|
|
60.1 | % |
|
$ | 167,126 |
|
|
$ | 161,891 |
|
|
$ | 5,235 |
|
|
|
3.2 | % |
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating expenses |
|
|
58,643 |
|
|
|
58,359 |
|
|
|
284 |
|
|
|
0.5 | % |
|
|
4,732 |
|
|
|
2,576 |
|
|
|
2,156 |
|
|
|
83.7 | % |
|
|
63,375 |
|
|
|
60,935 |
|
|
|
2,440 |
|
|
|
4.0 | % |
Net Operating Income |
|
$ | 98,433 |
|
|
$ | 97,253 |
|
|
$ | 1,180 |
|
|
|
1.2 | % |
|
$ | 5,318 |
|
|
$ | 3,703 |
|
|
$ | 1,615 |
|
|
|
43.6 | % |
|
$ | 103,751 |
|
|
$ | 100,956 |
|
|
$ | 2,795 |
|
|
|
2.8 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ | 115 |
|
|
$ | 297 |
|
|
$ | (182 | ) |
|
|
(61.3 | )% |
Corporate and other expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Property management expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,931 |
|
|
|
7,715 |
|
|
|
216 |
|
|
|
2.8 | % | |||
General and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,685 |
|
|
|
5,982 |
|
|
|
(297) |
|
|
|
(5.0 | )% | ||||||
Depreciation and amortization expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
64,861 |
|
|
|
59,794 |
|
|
|
5,067 |
|
|
|
8.5 | % | |||||||
Casualty (gains) losses, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(553) |
|
|
|
255 |
|
|
|
(808 | ) |
|
|
(316.9 | )% | |
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(21,583) |
|
|
|
(18,773 | ) |
|
|
(2,810) |
|
|
|
15.0 | % |
Other loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(105) |
|
|
|
— |
|
|
|
(105) |
|
|
|
- |
|
|||||||||
Loss from investments in unconsolidated real estate entities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(836) |
|
|
|
(562 | ) |
|
|
(274) |
|
|
|
48.8 | % | |||||||||||
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ | 3,418 |
|
|
$ | 8,172 |
|
|
$ | (4,754) |
|
|
|
(58.2 | )% |
(Income) loss allocated to noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(27) |
|
|
|
(126 | ) |
|
|
99 |
|
|
|
(78.6 | )% | |||||||
Net income available to common shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ | 3,391 |
|
|
$ | 8,046 |
|
|
$ | (4,655) |
|
|
|
(57.9 | )% | |||||||||
|
(1) |
Excludes our development projects. See Non-GAAP Financial Measures for our definition of a development property and our methodology for determining same-store properties. |
Revenue
Rental and other property revenue. Revenue from rental and other property revenue of the consolidated portfolio increased $5.2 million to $167.1 million for the three months ended June 30, 2026 from $161.9 million for the three months ended June 30, 2025. The increase was attributable to a $3.8 million increase in non same-store rental and other property revenue primarily driven by two newly developed properties and the acquisition of three properties since June 30, 2025 earning a full quarter of rental and other property revenue in 2026 and a $1.5 million increase in same-store rental and other property revenue driven by higher other income, lower bad debt and higher average monthly rent compared to the prior year period.
Expenses
Property operating expenses. Property operating expenses increased $2.4 million to $63.4 million for the three months ended June 30, 2026 from $60.9 million for the three months ended June 30, 2025. The increase was primarily driven by a $2.2 million increase in non same-store operating expenses due to the acquisition of three properties since June 30, 2025 incurring a full quarter of operating expenses in 2026. In addition, the $0.3 million increase in same-store operating expenses was due to higher payroll costs, utilities and contract services, partially offset by lower insurance expenses.
Depreciation and amortization expense. Depreciation and amortization expense increased $5.1 million to $64.9 million for the three months ended June 30, 2026 from $59.8 million for the three months ended June 30, 2025. The increase was primarily due to our Value Add Program and properties acquired or placed in service since January 1, 2025, offset by our held for sale and sold properties for which depreciation ceased.
Casualty (gains) losses, net. During the three months ended June 30, 2026 and June 30, 2025 we incurred casualty gain of $0.5 million and casualty loss of $0.2 million, respectively. The gain was primarily due to insurance recoveries in excess of the amount of losses incurred for casualty events.
Interest expense. Interest expense increased $2.8 million to $21.6 million for the three months ended June 30, 2026 from $18.8 million for the three months ended June 30, 2025. The increase during the three months ended June 30, 2026, was primarily driven by the higher average debt balance associated with our acquisitions and a decrease in capitalized interest associated with our real estate under development.
Results of Operations
As of June 30, 2026, we owned and consolidated 116 multifamily apartment properties, of which 109 comprised the Same-Store Portfolio.
Six Months Ended June 30, 2026 compared to the Six Months Ended June 30, 2025
|
|
SAME-STORE PORTFOLIO |
|
|
NON SAME-STORE PORTFOLIO |
|
|
CONSOLIDATED |
|
|||||||||||||||||||||||||||||||||||||||
(Dollars in thousands) |
|
Six Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
|||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
Increase |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase |
|
|
|
|
|
|||
|
|
2026 |
|
|
2025 |
|
|
(Decrease) |
|
|
% Change |
|
|
2026 |
|
|
2025 |
|
|
(Decrease) |
|
|
% Change |
|
|
2026 |
|
|
2025 |
|
|
(Decrease) |
|
|
% Change |
|
||||||||||||
Property Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of properties (1) |
|
|
109 |
|
|
|
109 |
|
|
|
— |
|
|
|
— |
|
|
|
7 |
|
|
|
4 |
|
|
|
3 |
|
|
|
75.0 | % |
|
|
116 |
|
|
|
113 |
|
|
|
3 |
|
|
|
2.7 | % |
Number of units (1) |
|
|
31,735 |
|
|
|
31,735 |
|
|
|
— |
|
|
|
— |
|
|
|
2,163 |
|
|
|
1,440 |
|
|
|
723 |
|
|
|
50.2 | % |
|
|
33,898 |
|
|
|
33,175 |
|
|
|
723 |
|
|
|
2.2 | % |
Average occupancy (1) |
|
|
95.1% |
|
|
|
95.3% |
|
|
|
(0.2)% |
|
|
|
— |
|
|
|
86.4% |
|
|
|
93.6% |
|
|
|
(7.2)% |
|
|
|
— |
|
|
|
94.7% |
|
|
|
95.2% |
|
|
|
(0.5)% |
|
|
|
— |
|
Average effective monthly rent, per unit (1) |
|
$ | 1,595 |
|
|
$ | 1,590 |
|
|
$ | 5 |
|
|
|
0.3 | % |
|
$ | 1,547 |
|
|
$ | 1,466 |
|
|
$ | 81 |
|
|
|
5.5 | % |
|
$ | 1,592 |
|
|
$ | 1,582 |
|
|
$ | 10 |
|
|
|
0.6 | % |
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental and other property revenue |
|
$ | 313,171 |
|
|
$ | 309,616 |
|
|
$ | 3,555 |
|
|
|
1.1 | % |
|
$ | 19,168 |
|
|
$ | 13,180 |
|
|
$ | 5,988 |
|
|
|
45.4 | % |
|
$ | 332,339 |
|
|
$ | 322,796 |
|
|
$ | 9,543 |
|
|
|
3.0 | % |
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating expenses |
|
|
116,482 |
|
|
|
115,066 |
|
|
|
1,416 |
|
|
|
1.2 | % |
|
|
9,017 |
|
|
|
5,132 |
|
|
|
3,885 |
|
|
|
75.7 | % |
|
|
125,499 |
|
|
|
120,198 |
|
|
|
5,301 |
|
|
|
4.4 | % |
Net Operating Income |
|
$ | 196,689 |
|
|
$ | 194,550 |
|
|
$ | 2,139 |
|
|
|
1.1 | % |
|
$ | 10,151 |
|
|
$ | 8,048 |
|
|
$ | 2,103 |
|
|
|
26.1 | % |
|
$ | 206,840 |
|
|
$ | 202,598 |
|
|
$ | 4,242 |
|
|
|
2.1 | % |
Other Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ | 224 |
|
|
$ | 635 |
|
|
$ | (411 | ) |
|
|
(64.7 | )% |
Corporate and other expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property management expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,168 |
|
|
|
15,541 |
|
|
|
627 |
|
|
|
4.0 | % |
General and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,199 |
|
|
|
14,388 |
|
|
|
(189) |
|
|
|
(1.3 | )% |
Depreciation and amortization expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
129,494 |
|
|
|
118,521 |
|
|
|
10,973 |
|
|
|
9.3 | % |
Casualty (gains) losses, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(476) |
|
|
|
139 |
|
|
|
(615 | ) |
|
|
(442.4 | )% |
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(42,315) |
|
|
|
(38,121 | ) |
|
|
(4,194) |
|
|
|
11.0 | % |
Gain on sale (loss on impairment) of real estate assets, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
1,496 |
|
|
|
(1,496 | ) |
|
|
(100.0 | )% |
(Loss) gain on extinguishment of debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
(67 | ) |
|
|
67 |
|
|
|
(100.0 | )% |
Other loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(191) |
|
|
|
(103 | ) |
|
|
(88) |
|
|
|
85.4 | % |
Loss from investments in unconsolidated real estate entities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,883) |
|
|
|
(1,151 | ) |
|
|
(732) |
|
|
|
63.6 | % |
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ | 3,290 |
|
|
$ | 16,698 |
|
|
$ | (13,408 | ) |
|
|
(80.3 | )% |
Loss (income) allocated to noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32 |
|
|
|
(298 | ) |
|
|
330 |
|
|
|
(110.7 | )% |
Net income available to common shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ | 3,322 |
|
|
$ | 16,400 |
|
|
$ | (13,078 | ) |
|
|
(79.7 | )% |
|
(1) |
Excludes our development projects. See Non-GAAP Financial Measures for our definition of a development property and our methodology for determining same-store properties. |
Revenue
Rental and other property revenue. Revenue from rental and other property revenue of the consolidated portfolio increased $9.5 million to $332.3 million for the six months ended June 30, 2026 from $322.8 million for the six months ended June 30, 2025. The increase was attributable to a $6.0 million increase in non same-store rental and other property revenue primarily driven by two newly developed properties and the acquisition of three properties in 2025 earning rental and other property revenue for the full period in 2026 and a $3.6 million increase in same-store rental and other property revenue driven by higher other income, lower bad debt and higher average monthly rent compared to the prior year period.
Expenses
Property operating expenses. Property operating expenses increased $5.3 million to $125.5 million for the six months ended June 30, 2026 from $120.2 million for the six months ended June 30, 2025. The increase was primarily driven by a $3.9 million increase in non same-store operating expenses due to two newly developed properties and the acquisition of three properties in 2025 incurring operating expenses for the full period in 2026. In addition, the $1.4 million increase in same-store operating expenses was due to higher payroll costs, utilities and contract services, partially offset by lower insurance expenses.
Property management expenses. Property management expenses increased $0.6 million to $16.2 million for the six months ended June 30, 2026 from $15.5 million for the six months ended June 30, 2025. The increase was primarily driven by $0.4 million of costs associated with an expanded new hire training program that was launched in mid-2025.
Depreciation and amortization expense. Depreciation and amortization expense increased $11.0 million to $129.5 million for the six months ended June 30, 2026 from $118.5 million for the six months ended June 30, 2025. The increase was primarily due to our Value Add Program and properties acquired or placed in service since January 1, 2025, offset by our held for sale and sold properties for which depreciation ceased.
Casualty (gains) losses, net. During the six months ended June 30, 2026 and June 30, 2025 we incurred casualty gain of $0.5 million and casualty loss of $0.1 million, respectively. The gain was primarily due to insurance recoveries in excess of the amount of losses incurred for casualty events.
Interest expense. Interest expense increased $4.2 million to $42.3 million for the six months ended June 30, 2026 from $38.1 million for the six months ended June 30, 2025. The increase during the six months ended June 30, 2026, was primarily driven by the higher average debt balance associated with our acquisitions and a decrease in capitalized interest associated with our real estate under development.
Gain on sale of real estate assets, net. During the six months ended June 30, 2025, we sold one multi-family property resulting in a gain on sale of $1.5 million.
Loss from investments in unconsolidated real estate entities. Loss from investments in unconsolidated real estate entities increased $0.7 million to $1.9 million for the six months ended June 30, 2026 from $1.2 million for the six months ended June 30, 2025. The increase in loss from investments in unconsolidated real estate entities is primarily driven by higher depreciation expense from our unconsolidated real estate entities during the six months ended June 30, 2026 compared to the six months ended June 30, 2025.
Non-GAAP Financial Measures
Funds from Operations (FFO) and Core Funds from Operations (CFFO)
We believe that FFO and Core FFO (“CFFO”), each of which is a non-GAAP financial measure, are additional appropriate measures of the operating performance of a REIT and us in particular. We compute FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts (“NAREIT”), as net income or loss allocated to common shares (computed in accordance with GAAP), excluding real estate-related depreciation and amortization expense, gains or losses on sales of real estate and the cumulative effect of changes in accounting principles. While our calculation of FFO is in accordance with NAREIT’s definition, it may differ from the methodology for calculating FFO utilized by other REITs and, accordingly, may not be comparable to FFO computations of such other REITs.
CFFO is a computation made by analysts and investors to measure a real estate company’s operating performance by removing the effect of items that do not reflect ongoing property operations, including depreciation and amortization of other items not included in FFO, and other non-cash or non-operating gains or losses related to items such as casualty (gains) losses, loan premium accretion and discount amortization and debt extinguishment costs from the determination of FFO.
Our calculation of CFFO may differ from the methodology used for calculating CFFO by other REITs and, accordingly, our CFFO may not be comparable to CFFO reported by other REITs. Our management utilizes FFO and CFFO as measures of our operating performance, and believe they are also useful to investors, because they facilitate an understanding of our operating performance after adjustment for certain non-cash or non-recurring items that are required by GAAP to be expensed but may not necessarily be indicative of current operating performance and our operating performance between periods. Furthermore, although FFO, CFFO and other supplemental performance measures are defined in various ways throughout the REIT industry, we believe that FFO and CFFO may provide us and our investors with an additional useful measure to compare our financial performance to certain other REITs. Neither FFO nor CFFO is equivalent to net income or cash generated from operating activities determined in accordance with GAAP. Furthermore, FFO and CFFO do not represent amounts available for management’s discretionary use because of needed capital replacement or expansion, debt service obligations or other commitments or uncertainties. Accordingly, FFO and CFFO do not measure whether cash flow is sufficient to fund all of our cash needs, including principal amortization and capital improvements. Neither FFO nor CFFO should be considered as an alternative to net income or any other GAAP measurement as an indicator of our operating performance or as an alternative to cash flow from operating, investing, and financing activities as a measure of our liquidity.
Set forth below is a reconciliation of net income to FFO and CFFO for the three and six months ended June 30, 2026 and 2025 (in thousands, except share and per share information):
|
|
For the Three Months Ended June 30, |
|
|
For the Six Months Ended June 30, |
|
||||||||||||||||||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||||||||||||||||||
|
|
Amount |
|
|
Per Share(1) |
|
|
Amount |
|
|
Per Share(2) |
|
|
Amount |
|
|
Per Share(1) |
|
|
Amount |
|
|
Per Share(2) |
|
||||||||
Net income |
|
$ | 3,418 |
|
|
$ | 0.01 |
|
|
$ | 8,172 |
|
|
$ | 0.03 |
|
|
$ | 3,290 |
|
|
$ | 0.01 |
|
|
$ | 16,698 |
|
|
$ | 0.07 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate depreciation and amortization |
|
|
64,319 |
|
|
|
0.27 |
|
|
|
59,372 |
|
|
|
0.25 |
|
|
|
128,433 |
|
|
|
0.53 |
|
|
|
117,682 |
|
|
|
0.50 |
|
Our share of real estate depreciation and amortization from investments in unconsolidated real estate entities |
|
|
831 |
|
|
|
— |
|
|
|
457 |
|
|
|
— |
|
|
|
1,707 |
|
|
|
0.01 |
|
|
|
914 |
|
|
|
— |
|
Loss on impairment of real estate assets net, excluding prepayment gains |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
73 |
|
|
|
— |
|
FFO |
|
$ | 68,568 |
|
|
$ | 0.28 |
|
|
$ | 68,001 |
|
|
$ | 0.28 |
|
|
$ | 133,430 |
|
|
$ | 0.55 |
|
|
$ | 135,367 |
|
|
$ | 0.57 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO |
|
$ | 68,568 |
|
|
$ | 0.28 |
|
|
$ | 68,001 |
|
|
$ | 0.28 |
|
|
$ | 133,430 |
|
|
$ | 0.55 |
|
|
$ | 135,367 |
|
|
$ | 0.57 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other depreciation and amortization |
|
|
542 |
|
|
|
— |
|
|
|
422 |
|
|
|
— |
|
|
|
1,060 |
|
|
|
— |
|
|
|
839 |
|
|
|
— |
|
Casualty (gains) losses, net |
|
|
(553) |
|
|
|
— |
|
|
|
255 |
|
|
|
— |
|
|
|
(476) |
|
|
|
— |
|
|
|
139 |
|
|
|
— |
|
Loan (premium accretion) discount amortization, net |
|
|
(2,021) |
|
|
|
— |
|
|
|
(1,985) |
|
|
|
— |
|
|
|
(4,038) |
|
|
|
(0.01) |
|
|
|
(4,014) |
|
|
|
(0.02) |
|
Prepayment (gains) losses on asset dispositions |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,570) |
|
|
|
— |
|
Loss on extinguishment of debt |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
67 |
|
|
|
— |
|
Other loss |
|
|
105 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
191 |
|
|
|
— |
|
|
|
103 |
|
|
|
— |
|
CFFO |
|
$ | 66,641 |
|
|
$ | 0.28 |
|
|
$ | 66,693 |
|
|
$ | 0.28 |
|
|
$ | 130,167 |
|
|
$ | 0.54 |
|
|
$ | 130,931 |
|
|
$ | 0.55 |
|
|
(1) |
Based on 241,342,036 and 241,855,351 weighted-average shares and units outstanding for the three and six months ended June 30, 2026. |
|
(2) |
Based on 239,438,276 and 238,059,411 weighted-average shares and units outstanding for the three and six months ended June 30, 2025. |
Same-Store Portfolio Net Operating Income
We believe that Net Operating Income (“NOI”), a non-GAAP financial measure, is a useful supplemental measure of our operating performance. We define NOI as total property revenues less total property operating expenses, excluding interest expenses, depreciation and amortization, casualty related costs and gains, property management expenses, general and administrative expense and net gains on sale of assets. Other REITs may use different methodologies for calculating NOI, and accordingly, our NOI may not be comparable to other REITs. We believe that this measure provides an operating perspective not immediately apparent from GAAP operating income or net income insofar as the measure reflects only operating income and expense at the property level. We use NOI to evaluate our performance on a same-store and non same-store basis because NOI measures the core operations of property performance by excluding corporate level expenses, financing expenses, and other items not related to property operating performance and captures trends in rental housing and property operating expenses. However, NOI should only be used as an alternative measure of our financial performance.
Same-Store Properties and Same-Store Portfolio
We review our same-store portfolio at the beginning of each calendar year. Properties are added into the same-store portfolio if they were owned and not a development property at the beginning of the previous year. Properties that are held for sale or have been sold are excluded from the same-store portfolio.
Non Same-Store Properties and Non Same-Store Portfolio
Properties that did not meet the definition of a same-store property as of the beginning of the previous year are added into the non same-store portfolio.
Set forth below is a reconciliation of GAAP net income to Same-Store Portfolio NOI for the three and six months ended June 30, 2026 and 2025 (in thousands):
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||||||||||
|
|
2026 |
|
|
2025 |
|
|
% change |
|
|
2026 |
|
|
2025 |
|
|
% change |
|
||||||
Net income |
|
$ | 3,418 |
|
|
$ | 8,172 |
|
|
|
(58.2 | )% |
|
$ | 3,290 |
|
|
$ | 16,698 |
|
|
|
(80.3 | )% |
Other revenue |
|
|
(115) |
|
|
|
(297 | ) |
|
|
(61.3 | )% |
|
|
(224) |
|
|
|
(635 | ) |
|
|
(64.7 | )% |
Property management expenses |
|
|
7,931 |
|
|
|
7,715 |
|
|
|
2.8 | % |
|
|
16,168 |
|
|
|
15,541 |
|
|
|
4.0 | % |
General and administrative expenses |
|
|
5,685 |
|
|
|
5,982 |
|
|
|
(5.0 | )% |
|
|
14,199 |
|
|
|
14,388 |
|
|
|
(1.3 | )% |
Depreciation and amortization expense |
|
|
64,861 |
|
|
|
59,794 |
|
|
|
8.5 | % |
|
|
129,494 |
|
|
|
118,521 |
|
|
|
9.3 | % |
Casualty (gains) losses, net |
|
|
(553) |
|
|
|
255 |
|
|
|
(316.9 | )% |
|
|
(476) |
|
|
|
139 |
|
|
|
(442.4 | )% |
Interest expense |
|
|
21,583 |
|
|
|
18,773 |
|
|
|
15.0 | % |
|
|
42,315 |
|
|
|
38,121 |
|
|
|
11.0 | % |
Gain on sale of real estate assets, net |
|
|
— |
|
|
|
— |
|
|
|
0.0 | % |
|
|
— |
|
|
|
(1,496 | ) |
|
|
(100.0 | )% |
Loss on extinguishment of debt |
|
|
— |
|
|
|
— |
|
|
|
0.0 | % |
|
|
— |
|
|
|
67 |
|
|
|
(100.0 | )% |
Other loss |
|
|
105 |
|
|
|
— |
|
|
|
100.0 | % |
|
|
191 |
|
|
|
103 |
|
|
|
85.4 | % |
Loss from investments in unconsolidated real estate entities |
|
|
836 |
|
|
|
562 |
|
|
|
48.8 | % |
|
|
1,883 |
|
|
|
1,151 |
|
|
|
63.6 | % |
NOI |
|
|
103,751 |
|
|
|
100,956 |
|
|
|
2.8 | % |
|
|
206,840 |
|
|
|
202,598 |
|
|
|
2.1 | % |
Less: Non same-store portfolio NOI |
|
|
5,318 |
|
|
|
3,703 |
|
|
|
43.6 | % |
|
|
10,151 |
|
|
|
8,048 |
|
|
|
26.1 | % |
Same-store portfolio (a) NOI |
|
$ | 98,433 |
|
|
$ | 97,253 |
|
|
|
1.2 | % |
|
$ | 196,689 |
|
|
$ | 194,550 |
|
|
|
1.1 | % |
|
(a) |
Same-Store Portfolio for the three and six months ended June 30, 2026 and 2025 included 109 properties containing 31,735 units. |
Set forth below is Same-Store Portfolio (a) NOI for the three and six months ended June 30, 2026 and 2025 (in thousands, except per unit data):
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||||||||||
|
|
2026 |
|
|
2025 |
|
|
% change |
|
|
2026 |
|
|
2025 |
|
|
% change |
|
||||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental and other property revenue |
|
$ | 157,076 |
|
|
$ | 155,612 |
|
|
|
0.9 | % |
|
$ | 313,171 |
|
|
$ | 309,616 |
|
|
|
1.1 | % |
Property Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate taxes |
|
|
18,444 |
|
|
|
18,691 |
|
|
|
(1.3 | )% |
|
|
38,193 |
|
|
|
38,069 |
|
|
|
0.3 | % |
Property insurance |
|
|
3,010 |
|
|
|
3,548 |
|
|
|
(15.2 | )% |
|
|
6,289 |
|
|
|
7,448 |
|
|
|
(15.6 | )% |
Personnel expenses |
|
|
12,854 |
|
|
|
12,376 |
|
|
|
3.9 | % |
|
|
25,662 |
|
|
|
24,325 |
|
|
|
5.5 | % |
Utilities |
|
|
7,615 |
|
|
|
7,407 |
|
|
|
2.8 | % |
|
|
15,830 |
|
|
|
15,194 |
|
|
|
4.2 | % |
Repairs and maintenance |
|
|
5,883 |
|
|
|
5,822 |
|
|
|
1.0 | % |
|
|
10,059 |
|
|
|
10,167 |
|
|
|
(1.1 | )% |
Contract services |
|
|
6,578 |
|
|
|
6,139 |
|
|
|
7.2 | % |
|
|
12,739 |
|
|
|
11,929 |
|
|
|
6.8 | % |
Advertising expenses |
|
|
2,600 |
|
|
|
2,686 |
|
|
|
(3.2 | )% |
|
|
4,462 |
|
|
|
4,620 |
|
|
|
(3.4 | )% |
Other expenses |
|
|
1,659 |
|
|
|
1,690 |
|
|
|
(1.8 | )% |
|
|
3,248 |
|
|
|
3,314 |
|
|
|
(2.0 | )% |
Total property operating expenses |
|
|
58,643 |
|
|
|
58,359 |
|
|
|
0.5 | % |
|
|
116,482 |
|
|
|
115,066 |
|
|
|
1.2 | % |
Same-store portfolio NOI |
|
$ | 98,433 |
|
|
$ | 97,253 |
|
|
|
1.2 | % |
|
$ | 196,689 |
|
|
$ | 194,550 |
|
|
|
1.1 | % |
Same-store portfolio NOI Margin |
|
|
62.7 | % |
|
|
62.5 | % |
|
|
0.2 | % |
|
|
62.8 | % |
|
|
62.8 | % |
|
|
0.0 | % |
Average Occupancy |
|
|
95.0 | % |
|
|
95.3 | % |
|
|
(0.3 | )% |
|
|
95.1 | % |
|
|
95.3 | % |
|
|
(0.2 | )% |
Average effective monthly rent, per unit |
|
$ | 1,597 |
|
|
$ | 1,591 |
|
|
|
0.4 | % |
|
$ | 1,595 |
|
|
$ | 1,590 |
|
|
|
0.3 | % |
|
(a) |
Same-Store Portfolio for the three and six months ended June 30, 2026 and 2025 included 109 properties containing 31,735 units. |
Average Effective Monthly Rent per Unit
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.
Average Occupancy
Average occupancy represents the average occupied units for the reporting period divided by the average of total units available for rent for the reporting period.
Development Property
A development property is a property that is either currently under development or is in lease-up prior to reaching overall occupancy of 90%.
Liquidity and Capital Resources
Liquidity is a measure of our ability to meet potential cash requirements, including ongoing commitments to repay borrowings, fund and maintain investments, pay distributions and other general business needs. We believe our available cash balances, financing arrangements and cash flows from operations will be sufficient to fund our liquidity requirements with respect to our existing portfolio for the next twelve months and the foreseeable future.
Our primary cash requirements are to:
|
• |
make investments to continue our value add programs to improve the quality and performance of our properties; |
|
• |
repay our indebtedness; |
|
• |
fund costs necessary to maintain our properties; |
|
• |
pay our operating expenses; and |
|
• |
distribute a minimum of 90% of our REIT taxable income (determined without regard to the deduction for dividends paid and excluding net capital gain) and to make investments in a manner that enables us to maintain our qualification as a REIT. |
We intend to meet our liquidity requirements primarily through a combination of one or more of the following:
|
• |
the use of our cash and cash equivalents of $22.5 million as of June 30, 2026; |
|
• |
existing and future unsecured financing, including advances under our unsecured revolver, and financing secured directly or indirectly by the apartment properties in our portfolio; |
|
• |
cash generated from operating activities; |
|
• |
net cash proceeds from property sales, including sales undertaken as part of our capital recycling strategy and other sales; and |
|
• |
proceeds from the sales of our common stock and other equity securities, including common stock that may be sold under any future ATM program we intend to put in place. |
Cash Flows
As of June 30, 2026 and 2025, we maintained cash and cash equivalents, and restricted cash of approximately $46.7 million and $42.5 million, respectively. Our cash and cash equivalents were generated from the following activities (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
For the Six Months Ended June 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Cash flow provided by operating activities |
|
$ | 136,235 |
|
|
$ | 142,614 |
|
Cash flow used in investing activities |
|
|
(112,968) |
|
|
|
(34,342 | ) |
Cash flow used in financing activities |
|
|
(24,192) |
|
|
|
(109,198 | ) |
Net change in cash and cash equivalents, and restricted cash |
|
|
(925) |
|
|
|
(926 | ) |
Cash and cash equivalents, and restricted cash, beginning of period |
|
|
47,622 |
|
|
|
43,452 |
|
Cash and cash equivalents, and restricted cash, end of the period |
|
$ | 46,697 |
|
|
$ | 42,526 |
|
Our cash inflows from operating activities during the six months ended June 30, 2026 and 2025 were primarily driven by ongoing operations of our properties. The $6.4 million decrease in cash inflows from operating activities during the six months ended June 30, 2026 was primarily driven by $4.5 million in timing of real estate tax payments and $1.7 million in prepaid rents.
Our cash outflows from investing activities during the six months ended June 30, 2026 were primarily due to the acquisition of one multifamily property in the amount of $29.4 million, $63.9 million of capital expenditures, $16.5 million of investments in unconsolidated real estate entities and $4.1 million of investments in real estate under development. Our cash outflows from investing activities during the six months ended June 30, 2025 were primarily due to $58.6 million to acquire one multifamily property, $53.7 million of capital expenditures, $16.1 million of investments in unconsolidated real estate entities and $12.2 million of investments in real estate under development, partially offset by $109.2 million of proceeds from the disposition of one property.
Our cash outflows from financing activities during the six months ended June 30, 2026 were primarily due to $122.0 million of mortgage principal repayments and payoffs, the payment of dividends on our common stock and noncontrolling interests of $82.6 million and repurchases of common stock under the Stock Repurchase Program in an aggregate amount of $29.9 million, partially offset by $215.9 million of net proceeds from our unsecured revolver and term loan. Our cash outflows from financing activities during the six months ended June 30, 2025 were primarily due to mortgage principal repayments of $94.4 million and payment of dividends on our common stock and noncontrolling interests of $76.0 million, partially offset by the $49.9 million issuance of common stock from our forward equity transactions.
Contractual Obligations
Our 2025 Annual Report includes a table of contractual obligations. There were no material changes to these obligations since the filing of our 2025 Annual Report.
Off-Balance Sheet Arrangements
There were no off-balance sheet arrangements during the six months ended June 30, 2026 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.
Critical Accounting Estimates and Policies
Our 2025 Annual Report contains a discussion of our critical accounting policies. Management discusses our critical accounting policies and management’s judgments and estimates with the audit committee of our board of directors. There were no material changes to our critical accounting policies since the filing of our 2025 Annual Report.
Item 3. Quantitative and Qualitative Disclosure About Market Risk.
Our 2025 Annual Report contains a discussion of qualitative and quantitative market risks. There have been no material changes in quantitative and qualitative market risks during the six months ended June 30, 2026 from the disclosures included in our 2025 Annual Report.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Effective as of June 30, 2026, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective to ensure that information required to be disclosed by us in our Exchange Act filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation referred to above during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
We are subject to various legal proceedings and claims that arise in the ordinary course of our business operations. Matters which arise out of allegations of bodily injury, property damage, employment practices and professional liability are generally covered by insurance. While the resolution of these matters cannot be predicted with certainty, we currently believe the final outcome of such matters will not have a material adverse effect on our financial position, results of operations or cash flows.
Starting around November 2022, putative class action representatives began filing complaints in various United States District Courts across the country naming as defendants RealPage, Inc. (“RealPage”), a seller of revenue management products, and approximately 50 defendants who own and/or manage multifamily residential rental housing, alleging that the defendants conspired to fix, raise, maintain, and stabilize rent prices in violation of Section 1 of the Sherman Act. Some of the complaints, including one filed on November 14, 2022, in the U.S. District Court for the Northern District of Illinois, named us as one of the defendants, and others did not. The actions were consolidated for pretrial proceedings in the Middle District of Tennessee. Discovery is ongoing. It is not possible for the Company to estimate the amount of loss, if any, which may be associated with an adverse decision in this matter. We deny all allegations of wrongdoing and intend to defend against these claims vigorously.
On July 2, 2025, the Attorney General of Kentucky filed a complaint against RealPage and nine other defendants who own and/or manage multifamily residential rental housing, including IRT, on behalf of the Commonwealth of Kentucky, also alleging that the defendants conspired to fix, raise, maintain, and stabilize rent prices in violation of Section 1 of the Sherman Act. On September 15, 2025, IRT and other defendants in the complaint filed motions to dismiss the case. On February 2, 2026, the court denied the motions to dismiss. This proceeding is in the early stages, and it is not possible for IRT to predict the outcome nor is it possible to estimate the amount of loss, if any, which may be associated with an adverse decision in this matter. We deny all allegations of wrongdoing in connection with the complaint and intend to defend against these claims vigorously.
There have not been any material changes from the risk factors disclosed in Part 1, Item 1A of our 2025 Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
During the three and six months ended June 30, 2026, no holders of IROP units exchanged units for shares of our common stock. The issuance of shares upon exchange of units is exempt from registration under the Securities Act, pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act. As of June 30, 2026, 5,941,643 IROP units held by unaffiliated third parties remained outstanding.
During the three months ended June 30, 2026, we withheld shares of common stock to satisfy employee tax withholding obligations payable upon the vesting of restricted common stock awards as follows:
Period |
|
Total Number of Shares Purchased |
|
|
Average Price Paid per Share (1) |
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
|
|
Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands) (2) |
|
||||
April 1 - 30, 2026 |
|
|
4,224 |
|
|
$ | 14.87 |
|
|
|
— |
|
|
$ | 190,087 |
|
May 1 - 31, 2026 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
190,087 |
|
June 1 - 30, 2026 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
190,087 |
|
Total |
|
|
4,224 |
|
|
|
$14.87 |
|
|
|
— |
|
|
|
|
|
|
(1) |
The price reported is the average price paid per share using our closing price on the NYSE on the vesting date of the relevant award. |
|
(2) |
On May 18, 2022, our Board of Directors approved the Stock Repurchase Program covering up to $250 million in shares of our common stock. Under the Stock Repurchase Program, we, in our discretion, may purchase our shares from time to time in the open market or in privately negotiated transactions. The amount and timing of the purchases will depend on a number of factors, including the price and availability of our shares, trading volumes and general market conditions. The Stock Repurchase Program has no time limit and may be suspended or discontinued at any time. |
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
None.
During the three and six months ended June 30, 2026, of the Company's directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act). During the three and six months ended June 30, 2026, the Company did adopt, terminate or modify a Rule 10b5-1 trading arrangement.
37
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
2.1 |
|
|
|
31.1 |
|
|
|
31.2 |
|
|
|
32.1 |
|
|
|
32.2 |
|
|
|
101 |
iXBRL (Inline eXtensible Business Reporting Language). The following materials, formatted in iXBRL: (i) Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025, (ii) Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025, (iii) Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2026 and 2025, (iv) Condensed Consolidated Statements of Changes in Equity for the three and six months ended June 30, 2026 and 2025, (v) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025 and (vi) notes to the condensed consolidated financial statements as of June 30, 2026. |
|
|
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. IRT agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request by the SEC.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
Independence Realty Trust, Inc. |
|
|
|
|
Date: August 4, 2026 |
By: |
/s/ SCOTT F. SCHAEFFER |
|
|
Scott F. Schaeffer |
|
|
Chairman of the Board and Chief Executive Officer |
|
|
(Principal Executive Officer) |
|
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|
Date: August 4, 2026 |
By: |
/s/ JAMES J. SEBRA |
|
|
James J. Sebra |
|
|
President and Chief Financial Officer |
|
|
(Principal Financial Officer) |
|
|
|
Date: August 4, 2026 |
By: |
/s/ JASON R. DELOZIER |
|
|
Jason R. Delozier |
|
|
Chief Accounting Officer |
|
|
(Principal Accounting Officer) |
43
Exhibit 31.1
Certification of Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Scott F. Schaeffer, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of Independence Realty Trust, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: August 4, 2026
| Independence Realty Trust, Inc. |
|
|
|
|
| By: | /s/ Scott F. Schaeffer |
|
| Scott F. Schaeffer |
|
| Chairman of the Board and Chief Executive Officer |
|
| (Principal Executive Officer) |
Exhibit 31.2
Certification of Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, James J. Sebra, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of Independence Realty Trust, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: August 4, 2026
| Independence Realty Trust, Inc. |
|
|
|
|
| By: | /s/ James J. Sebra |
|
| James J. Sebra |
|
| President and Chief Financial Officer |
|
| (Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with the Quarterly Report on Form 10-Q of Independence Realty Trust, Inc. (the “Company”) for the period ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, the Chairman of the Board, and Chief Executive Officer of the Company, certifies, to his knowledge, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: August 4, 2026
| Independence Realty Trust, Inc. |
|
|
|
|
| By: | /s/ Scott F. Schaeffer |
|
| Scott F. Schaeffer |
|
| Chairman of the Board and Chief Executive Officer |
|
| (Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with the Quarterly Report on Form 10-Q of Independence Realty Trust, Inc. (the “Company”) for the period ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, the Chief Financial Officer and Treasurer of the Company, certifies, to his knowledge, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: August 4, 2026
| Independence Realty Trust, Inc. |
|
|
|
|
| By: | /s/ James J. Sebra |
|
| James J. Sebra |
|
| President and Chief Financial Officer |
|
| (Principal Financial Officer) |