Independence Realty Trust, Inc 8-K/A, filed Feb 18, 2022
Independence Realty Trust, Inc. (IRT)
About this 8-K/A
Independence Realty Trust, Inc filed this 8-K/A on February 18, 2022, reporting on events of December 16, 2021.
Items reported
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction |
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of incorporation) |
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Identification No.) |
(Address of Principal Executive Office) (Zip Code)
(Registrant’s telephone number, including area code)
N/A
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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. ☐
Introductory Note
On December 16, 2021, Independence Realty Trust, Inc. (“IRT”) filed with the Securities and Exchange Commission a Current Report on Form 8-K (the “Original Form 8-K”) reporting, among other events and pursuant to Items 1.01, 2.01, 2.03, 3.02, 5.02, 7.01, 8.01 and 9.01 of Form 8-K, the consummation of the transactions contemplated by that certain Agreement and Plan of Merger, dated July 26, 2021 (the “Merger Agreement”), by and among IRT, Independence Realty Operating Partnership, LP, a Delaware limited partnership and a subsidiary of IRT (“IRT OP”), IRSTAR Sub, LLC, a Maryland limited liability company and a wholly-owned subsidiary of IRT (“IRT Merger Sub”), Steadfast Apartment REIT, Inc., a Maryland corporation (“STAR”), and Steadfast Apartment REIT Operating Partnership, L.P., a Delaware limited partnership and a subsidiary of STAR (“STAR OP”). Pursuant to the Merger Agreement, on December 16, 2021, STAR merged with and into IRT Merger Sub, with IRT Merger Sub continuing as the surviving entity (the “Company Merger”), and immediately thereafter, STAR OP merged with and into IRT OP, with IRT OP continuing as a subsidiary of IRT (the “Partnership Merger” and, together with the Company Merger, the “Mergers”).
This Current Report on Form 8-K/A amends the Original Form 8-K to include updated Item 9.01(b) Pro Forma Financial Information, which IRT indicated would be provided no later than 71 days from the date on which the Original Form 8-K was required to be filed.
Item 9.01 of the Original Form 8-K is hereby amended and restated in its entirety as set forth below. The Original Form 8-K otherwise remains unchanged.
Item 9.01Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The audited financial statements of Steadfast Apartment REIT, Inc. as of December 31, 2020 and December 31, 2019 and for each of the years in the three year period ended December 31, 2020 are incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by IRT on July 26, 2021 (Film No. 211114746).
The unaudited financial statements of Steadfast Apartment REIT, Inc. as of September 30, 2021 and for the three and nine months ended September 30, 2021 and 2020 are incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by IRT on November 12, 2021 (Film No. 211404410).
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial statements of IRT as of and for the nine-month period ended September 30, 2021, and for the year ended December 31, 2020, giving effect to the Mergers and the transactions contemplated by the Merger Agreement, are filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated by reference herein.
(d) Exhibits.
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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 hereunto duly authorized.
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Independence Realty Trust, Inc. |
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February 18, 2022 |
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By: |
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/s/ James J. Sebra |
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Name: |
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James J. Sebra |
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Title: |
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Chief Financial Officer and Treasurer |
Exhibit 99.1
INDEPENDENCE REALTY TRUST, INC.
Unaudited Pro Forma Condensed Consolidated Financial Data
The following unaudited pro forma condensed combined financial statements and notes thereto present the unaudited pro forma condensed combined balance sheet as of September 30, 2021 and the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2021 and the year ended December 31, 2020. The following unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of Regulation S-X in order to give effect to the Mergers (as defined below) and the IRT Common Stock Sale (as defined below) and the assumptions and adjustments described below and in the accompanying notes to the unaudited pro forma condensed combined financial statements.
Introduction
On July 26, 2021, Independence Realty Trust, Inc. (“IRT”), together with its operating partnership, Independence Realty Operating Partnership, LP (“IRT OP”), and IRSTAR Sub, LLC, a wholly-owned subsidiary of IRT (“IRT Merger Sub”), entered into an agreement and plan of merger (the “Merger Agreement”) with Steadfast Apartment REIT, Inc. (“STAR”) and its operating partnership, Steadfast Apartment REIT Operating Partnership, L.P. (“STAR OP”).
On December 16, 2021, IRT and IRT Merger Sub consummated the Mergers. As a result of the consummation of the Mergers, STAR merged with and into IRT Merger Sub (the “REIT Merger”), with IRT Merger Sub surviving the REIT Merger as a wholly-owned subsidiary of IRT; and immediately thereafter, STAR OP merged with and into IRT OP (the “Partnership Merger” and, together with the REIT Merger, the “Mergers”), with IRT OP surviving the Partnership Merger.
In the REIT Merger, each outstanding share of STAR common stock, par value $0.01 per share (“STAR common stock”) was converted automatically into the right to receive 0.905 (the “Exchange Ratio”) of a newly issued share of IRT common stock, par value $0.01 per share (“IRT common stock”). In the Partnership Merger, each outstanding unit of limited partnership of STAR OP (each, a “STAR OP common unit”) was converted into the right to receive the Exchange Ratio of a newly issued common unit of limited partnership of IRT OP (each, an “IRT OP common unit”). Under the agreement of limited partnership of IRT OP, IRT common unitholders may generally tender their IRT common units, in whole or in part, to IRT OP for redemption for a cash amount based on the then market price of an equivalent number of shares of IRT common stock, and IRT may thereupon elect, at its option, to satisfy the redemption by issuing one share of IRT common stock for each IRT common unit tendered for redemption.
On December 14, 2021, IRT issued 16,100,000 shares of IRT Common Stock in full physical settlement of the Forward Sale Agreements described in Note 7 (Equity Offering Adjustments) below (such issuance, the “IRT Common Stock Sale”).
Immediately following the IRT Common Stock Sale and the consummation of the Mergers, the continuing IRT stockholders and continuing IRT OP common unitholders collectively held approximately 53% of the sum of the issued and outstanding shares of IRT common stock and IRT OP common units, and former STAR stockholders and former STAR OP common unitholders held approximately 47%.
Pro Forma Information
The following unaudited pro forma condensed combined financial statements have been prepared by applying the acquisition method of accounting, with IRT treated as the acquiror. In applying the acquisition method of accounting specified by generally accepted accounting principles in the United States of America (“GAAP”) it is necessary to identify the accounting acquiror, which may be different from the legal acquiror. Factors considered in identifying an accounting acquiror include, but are not limited to, the relative size of the merging companies, the relative voting interests of the respective stockholders after consummation of a merger and the composition of senior management
and the board of directors after consummation of a merger. After consideration of all applicable factors pursuant to GAAP, IRT has been identified as the accounting acquiror of STAR. Accordingly, the total merger consideration (referred to herein as purchase price) will be allocated to the estimated fair market values of STAR’s assets acquired and liabilities assumed in the Mergers, with the excess purchase price, if any, allocated to goodwill.
The following unaudited pro forma condensed combined financial statements are based on the historical consolidated financial statements of IRT and the historical consolidated financial statements of STAR as adjusted to give effect to the Mergers and the IRT Common Stock Sale. The unaudited pro forma condensed combined balance sheet as of September 30, 2021 gives effect to the Mergers and the IRT Common Stock Sale as if they had occurred on September 30, 2021. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2021 and the year ended December 31, 2020 give effect to the Mergers and the IRT Common Stock Sale as if they had occurred on January 1, 2020.
The following unaudited pro forma condensed combined financial statements have been prepared for informational purposes only and are based on assumptions and estimates considered appropriate by IRT’s management. The unaudited pro forma adjustments represent IRT management’s estimates based on information available as of the date of the unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and additional analyses are performed. However, IRT’s management believes that the adjustments to the historical financial statements of IRT and STAR are (i) directly attributable to the Mergers and the IRT Common Stock Sale, (ii) factually supportable and (iii) expected to have a continuing impact on the combined results; and IRT’s management believes that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined financial statements do not purport to be indicative of what IRT’s financial condition or results of operations actually would have been if the Mergers and the IRT Common Stock Sale had been consummated as of the dates indicated, nor do they purport to represent IRT’s financial position or results of operations for future periods.
The following unaudited pro forma condensed combined financial statements do not reflect any adjustments not otherwise described herein, including adjustments associated with: (1) IRT or STAR real estate acquisitions and dispositions that have closed or may close after September 30, 2021 (including assets identified as held for sale as of September 30, 2021) or the related financing or debt repayments in connection with those acquisitions or dispositions, (2) potential synergies that may be achieved following the Mergers, including potential overall savings in general and administrative expense, or any strategies that IRT’s management may consider in order to continue to efficiently manage IRT’s operations, (3) any integration costs that may be incurred following the consummation of the Mergers, and (4) any integration and other costs which may be necessary to achieve the potential synergies, since the extent of such costs are not reasonably certain. However, such costs could affect the combined results following consummation of the Mergers in the period the costs are incurred or recorded.
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As of September 30, 2021 |
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(Dollars in thousands) |
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IRT Historical |
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STAR Historical |
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Reclassifications |
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STAR Historical, as reclassified |
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Merger Transaction Adjustments |
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Equity Offering Adjustments |
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Consolidated Pro Forma |
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NOTE 3 |
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NOTE 7 |
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ASSETS: |
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Investments in real estate at cost |
$ |
1,904,760 |
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$ |
3,285,266 |
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$ |
(1,683 |
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$ |
3,283,583 |
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$ |
1,279,420 |
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(A) |
$ |
- |
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$ |
6,467,763 |
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Accumulated depreciation |
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(223,244 |
) |
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(480,155 |
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670 |
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(479,485 |
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479,485 |
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(B) |
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- |
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(223,244 |
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Investments in real estate, net |
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1,681,516 |
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2,805,111 |
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(1,013 |
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2,804,098 |
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1,758,905 |
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- |
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6,244,519 |
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Real estate held for sale |
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120,409 |
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60,368 |
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- |
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60,368 |
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- |
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- |
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180,777 |
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Real estate held for development |
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- |
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34,871 |
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- |
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34,871 |
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- |
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- |
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34,871 |
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Cash and cash equivalents |
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8,720 |
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122,108 |
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- |
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122,108 |
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(288,530 |
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(D) |
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271,821 |
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(M) |
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114,119 |
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Restricted cash |
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6,138 |
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38,360 |
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- |
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38,360 |
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- |
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- |
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44,498 |
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Investments in unconsolidated real estate entities |
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13,561 |
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- |
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- |
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- |
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- |
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- |
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13,561 |
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Other assets |
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15,053 |
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35,230 |
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- |
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35,230 |
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- |
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- |
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50,283 |
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Derivative assets |
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1,168 |
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- |
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- |
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- |
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- |
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- |
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1,168 |
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Goodwill and intangible assets, net |
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346 |
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125,220 |
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1,013 |
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126,233 |
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(79,532 |
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(C) |
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- |
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47,047 |
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Total Assets |
$ |
1,846,911 |
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$ |
3,221,268 |
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$ |
- |
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$ |
3,221,268 |
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$ |
1,390,843 |
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$ |
271,821 |
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$ |
6,730,843 |
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LIABILITIES AND EQUITY: |
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Indebtedness |
$ |
996,270 |
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$ |
2,081,557 |
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$ |
- |
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$ |
2,081,557 |
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$ |
(207,023 |
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(D) |
$ |
- |
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$ |
2,870,804 |
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Indebtedness associated with real estate held for sale |
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22,459 |
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53,685 |
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- |
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53,685 |
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- |
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$ |
- |
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76,144 |
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Accounts payable and accrued expenses |
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39,593 |
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82,149 |
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(17,283 |
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64,866 |
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41,118 |
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(E) |
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- |
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145,577 |
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Accrued interest payable |
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1,708 |
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- |
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6,585 |
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6,585 |
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- |
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- |
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8,293 |
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Dividends payable |
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12,648 |
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5,062 |
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- |
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5,062 |
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- |
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- |
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17,710 |
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Derivative liabilities |
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17,492 |
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- |
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- |
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- |
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- |
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- |
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17,492 |
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Other liabilities |
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6,756 |
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1,303 |
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10,698 |
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12,001 |
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- |
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- |
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18,757 |
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Total Liabilities |
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1,096,926 |
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2,223,756 |
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- |
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2,223,756 |
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(165,904 |
) |
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- |
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3,154,778 |
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Equity: |
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Stockholders’ Equity: |
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Preferred stock, $0.01 par value |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Common stock, $0.01 par value |
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1,051 |
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1,102 |
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- |
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1,102 |
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(105 |
) |
(F) |
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161 |
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(M) |
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2,209 |
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Additional paid-in capital |
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965,018 |
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1,609,822 |
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- |
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1,609,822 |
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827,358 |
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(F) |
|
271,660 |
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(M) |
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3,673,858 |
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Accumulated other comprehensive income (loss) |
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(19,507 |
) |
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- |
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- |
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- |
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- |
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- |
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(19,507 |
) |
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Retained earnings (accumulated deficit) |
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(200,429 |
) |
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(712,273 |
) |
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- |
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(712,273 |
) |
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671,155 |
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(F) (E) |
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- |
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(241,547 |
) |
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Total stockholders' equity |
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746,133 |
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898,651 |
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- |
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898,651 |
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1,498,408 |
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271,821 |
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3,415,013 |
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Non-controlling interests |
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3,852 |
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98,861 |
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- |
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98,861 |
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58,340 |
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(G) |
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- |
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161,053 |
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Total Equity |
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749,985 |
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997,512 |
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- |
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997,512 |
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1,556,748 |
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271,821 |
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3,576,066 |
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Total Liabilities and equity |
$ |
1,846,911 |
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$ |
3,221,268 |
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$ |
- |
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$ |
3,221,268 |
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$ |
1,390,843 |
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$ |
271,821 |
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$ |
6,730,844 |
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For the nine months ended September 30, 2021 |
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(Dollars in thousands, except share or per share amounts) |
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IRT Historical |
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STAR Historical |
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Reclassifications |
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STAR Historical, as reclassified |
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Merger Transaction Adjustments |
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Equity Offering Adjustments |
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Consolidated Pro Forma |
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NOTE 3 |
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NOTE 7 |
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REVENUE: |
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Rental and other property income |
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$ |
172,689 |
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$ |
257,205 |
|
$ |
- |
|
$ |
257,205 |
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$ |
- |
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$ |
- |
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$ |
429,894 |
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Other revenue |
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|
647 |
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|
2,219 |
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|
4,651 |
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|
6,870 |
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- |
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- |
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7,517 |
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Total revenue |
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173,336 |
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|
259,424 |
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|
4,651 |
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|
264,075 |
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- |
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- |
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|
437,411 |
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EXPENSES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating expenses |
|
|
66,300 |
|
|
|
106,477 |
|
|
718 |
|
|
107,195 |
|
|
|
- |
|
|
|
- |
|
|
|
173,495 |
|
|
|
Property management expenses |
|
|
6,318 |
|
|
|
- |
|
|
12,597 |
|
|
12,597 |
|
|
|
- |
|
|
|
- |
|
|
|
18,915 |
|
|
|
General & administrative expenses |
|
|
14,168 |
|
|
|
37,128 |
|
|
(17,460 |
) |
|
19,668 |
|
|
|
- |
|
|
|
- |
|
|
|
33,836 |
|
|
|
Depreciation and amortization |
|
|
50,699 |
|
|
|
101,203 |
|
|
- |
|
|
101,203 |
|
|
|
(20,644 |
) |
(H) |
|
- |
|
|
|
131,258 |
|
|
|
Other expenses |
|
|
359 |
|
|
|
(498 |
) |
|
- |
|
|
(498 |
) |
|
|
- |
|
|
|
- |
|
|
|
(139 |
) |
|
|
Total expenses |
|
|
137,844 |
|
|
|
244,310 |
|
|
(4,146 |
) |
|
240,164 |
|
|
|
(20,644 |
) |
|
|
- |
|
|
|
357,364 |
|
|
|
Interest expense |
|
|
(25,644 |
) |
|
|
(60,174 |
) |
|
- |
|
|
(60,174 |
) |
|
|
8,038 |
|
(I) |
|
7,135 |
|
(M) |
|
(70,645 |
) |
|
|
Gain on sale of real estate assets, net |
|
|
11,492 |
|
|
|
- |
|
|
- |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
11,492 |
|
|
|
Merger and integration costs |
|
|
(5,276 |
) |
|
|
- |
|
|
(4,146 |
) |
|
(4,146 |
) |
|
|
9,422 |
|
(L) |
|
- |
|
|
|
- |
|
|
|
Interest income |
|
|
- |
|
|
|
252 |
|
|
- |
|
|
252 |
|
|
|
- |
|
|
|
- |
|
|
|
252 |
|
|
|
Fees and other income from affiliates |
|
|
- |
|
|
|
4,651 |
|
|
(4,651 |
) |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
Net income (loss) |
|
|
16,064 |
|
|
|
(40,157 |
) |
|
- |
|
|
(40,157 |
) |
|
|
38,104 |
|
|
|
7,135 |
|
|
|
21,146 |
|
|
|
(Income) loss allocated to non-controlling interests |
|
|
(90 |
) |
|
|
2,445 |
|
|
- |
|
|
2,445 |
|
|
|
(1,256 |
) |
(J) |
|
(235 |
) |
(J) |
|
(697 |
) |
|
|
Net Income (loss) allocable to common shares |
|
$ |
15,974 |
|
|
$ |
(37,712 |
) |
$ |
- |
|
$ |
(37,712 |
) |
|
$ |
36,848 |
|
|
$ |
6,900 |
|
|
$ |
20,449 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings Per Share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.16 |
|
|
$ |
(0.34 |
) |
|
|
|
$ |
(0.34 |
) |
|
|
|
|
|
|
|
|
|
$ |
0.09 |
|
|
|
Diluted |
|
$ |
0.15 |
|
|
$ |
(0.34 |
) |
|
|
|
$ |
(0.34 |
) |
|
|
|
|
|
|
|
|
|
$ |
0.09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average Shares: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
102,882,723 |
|
|
|
109,898,905 |
|
|
|
|
|
109,898,905 |
|
|
|
(10,440,396 |
) |
(K) |
|
16,100,000 |
|
(M) |
|
218,441,232 |
|
|
|
Diluted |
|
|
104,062,661 |
|
|
|
109,898,905 |
|
|
|
|
|
109,898,905 |
|
|
|
(10,440,396 |
) |
(K) |
|
16,100,000 |
|
(M) |
|
219,621,170 |
|
|
|
For the year ended December 31, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands, except share or per share amounts) |
|
IRT Historical |
|
|
STAR Historical |
|
Reclassifications |
|
Pro Forma Adjustments |
|
STAR Historical, as reclassified & adjusted |
|
|
Merger Transaction Adjustments |
|
|
Equity Offering Adjustments |
|
|
Consolidated Pro Forma |
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
NOTE 3 |
|
NOTE 4 |
|
|
|
|
|
|
|
|
|
NOTE 7 |
|
|
|
|
|
|
|||
|
REVENUE: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental and other property income |
|
$ |
211,167 |
|
|
$ |
297,566 |
|
$ |
- |
|
$ |
26,375 |
|
$ |
323,941 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
535,108 |
|
|
|
Other revenue |
|
|
739 |
|
|
|
2,535 |
|
|
1,797 |
|
|
337 |
|
|
4,669 |
|
|
|
- |
|
|
|
- |
|
|
|
5,408 |
|
|
|
Total revenue |
|
|
211,906 |
|
|
|
300,101 |
|
|
1,797 |
|
|
26,712 |
|
|
328,610 |
|
|
|
- |
|
|
|
- |
|
|
|
540,516 |
|
|
|
EXPENSES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating expenses |
|
|
82,978 |
|
|
|
123,415 |
|
|
614 |
|
|
10,698 |
|
|
134,727 |
|
|
|
- |
|
|
|
- |
|
|
|
217,705 |
|
|
|
Property management expenses |
|
|
8,494 |
|
|
|
- |
|
|
15,288 |
|
|
- |
|
|
15,288 |
|
|
|
- |
|
|
|
- |
|
|
|
23,782 |
|
|
|
General & administrative expenses |
|
|
15,095 |
|
|
|
32,025 |
|
|
(15,902 |
) |
|
14,673 |
|
|
30,796 |
|
|
|
- |
|
|
|
- |
|
|
|
45,891 |
|
|
|
Fees to affiliates |
|
|
- |
|
|
|
30,777 |
|
|
- |
|
|
(30,777 |
) |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
Depreciation and amortization |
|
|
60,687 |
|
|
|
162,979 |
|
|
- |
|
|
10,448 |
|
|
173,427 |
|
|
|
(19,315 |
) |
(H) |
|
- |
|
|
|
214,799 |
|
|
|
Other expenses |
|
|
841 |
|
|
|
(38 |
) |
|
- |
|
|
|
|
|
(38 |
) |
|
|
- |
|
|
|
- |
|
|
|
803 |
|
|
|
Total expenses |
|
|
168,095 |
|
|
|
349,158 |
|
|
- |
|
|
5,041 |
|
|
354,199 |
|
|
|
(19,315 |
) |
|
|
- |
|
|
|
502,980 |
|
|
|
Interest expense |
|
|
(36,488 |
) |
|
|
(75,171 |
) |
|
|
|
|
(5,657 |
) |
|
(80,828 |
) |
|
|
10,717 |
|
(I) |
|
9,514 |
|
(M) |
|
(97,085 |
) |
|
|
Interest and other income |
|
|
- |
|
|
|
679 |
|
|
- |
|
|
307 |
|
|
986 |
|
|
|
- |
|
|
|
- |
|
|
|
986 |
|
|
|
Equity in loss from unconsolidated joint venture |
|
|
- |
|
|
|
(3,020 |
) |
|
- |
|
|
(115 |
) |
|
(3,135 |
) |
|
|
- |
|
|
|
- |
|
|
|
(3,135 |
) |
|
|
Fees and other income from affiliates |
|
|
- |
|
|
|
1,797 |
|
|
(1,797 |
) |
|
- |
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
Loss on debt extinguishment |
|
|
- |
|
|
|
(191 |
) |
|
- |
|
|
- |
|
|
(191 |
) |
|
|
- |
|
|
|
- |
|
|
|
(191 |
) |
|
|
Gain on sale (loss on impairment) of real estate assets, net |
|
|
7,554 |
|
|
|
9,436 |
|
|
- |
|
|
- |
|
|
9,436 |
|
|
|
- |
|
|
|
- |
|
|
|
16,990 |
|
|
|
Net income (loss) |
|
|
14,877 |
|
|
|
(115,527 |
) |
|
- |
|
|
16,205 |
|
|
(99,322 |
) |
|
|
30,032 |
|
|
|
9,514 |
|
|
|
(44,899 |
) |
|
|
(Income) loss allocated to non-controlling interests |
|
|
(109 |
) |
|
|
1,438 |
|
|
- |
|
|
(875 |
) |
|
563 |
|
|
|
(990 |
) |
(J) |
|
(314 |
) |
(J) |
|
1,480 |
|
|
|
Net Income (loss) allocable to common shares |
|
$ |
14,768 |
|
|
$ |
(114,089 |
) |
$ |
- |
|
$ |
15,330 |
|
$ |
(98,759 |
) |
|
$ |
29,042 |
|
|
$ |
9,200 |
|
|
$ |
(43,419 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings Per Share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.16 |
|
|
$ |
(1.15 |
) |
|
|
|
|
|
|
$ |
(0.99 |
) |
|
|
|
|
|
|
|
|
|
$ |
(0.22 |
) |
|
|
Diluted |
|
$ |
0.16 |
|
|
$ |
(1.15 |
) |
|
|
|
|
|
|
$ |
(0.99 |
) |
|
|
|
|
|
|
|
|
|
$ |
(0.22 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average Shares: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
93,660,086 |
|
|
|
99,264,851 |
|
|
|
|
|
|
|
|
99,264,851 |
|
|
|
(9,430,161 |
) |
(K) |
|
16,100,000 |
|
(M) |
|
199,594,776 |
|
|
|
Diluted |
|
|
94,688,440 |
|
|
|
99,264,851 |
|
|
|
|
|
|
|
|
99,264,851 |
|
|
|
(9,430,161 |
) |
(K) |
|
16,100,000 |
|
(M) |
|
199,594,776 |
|
|
NOTE 1: Basis of Presentation
The IRT and STAR historical financial information has been derived from, in the case of IRT, its consolidated financial statements in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, and Annual Report on Form 10-K for the year ended December 31, 2020, and, in the case of STAR, its consolidated financial statements for the quarter ended September 30, 2021, included as Exhibit 99.1 to the Form 8-K filed by IRT on November 12, 2021 and its consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2020. Certain of STAR’s historical amounts have been reclassified to conform to IRT’s financial statement presentation, as discussed further in Note 3. The unaudited pro forma condensed combined financial statements should be read in conjunction with IRT’s and STAR’s historical consolidated financial statements and the notes thereto. The unaudited pro forma condensed combined balance sheet gives effect to the Mergers and the IRT Common Stock Sale as if they had been completed on September 30, 2021. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2021 and for the year ended December 31, 2020 give effect to the Mergers and the IRT Common Stock Sale as if they had occurred on January 1, 2020.
The historical financial statements of IRT and STAR have been adjusted in the unaudited pro forma condensed combined financial statements to give pro forma effect to the accounting for the Mergers under GAAP, as described in Note 5, “Merger Adjustments” and the IRT Common Stock Sale under GAAP, as described in Note 7, “Equity Offering Adjustments”. The unaudited pro forma condensed combined financial statements and related notes were prepared using the acquisition method of accounting in accordance with ASC 805, Business Combinations, with IRT as the acquiror of STAR. ASC 805 requires, among other things, that the assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. For purposes of the unaudited pro forma condensed combined balance sheet, the estimated purchase price has been allocated to the assets acquired and liabilities assumed of IRT based upon IRT management’s preliminary estimate of their fair values as of September 30, 2021. The allocations of the purchase price reflected in these unaudited pro forma condensed combined financial statements have not been finalized and are based upon the best available information at the current time. A final determination of the fair values of the assets and liabilities will be based on the actual valuations of the tangible and intangible assets and liabilities that exist as of the date of completion of the Mergers. The completion of the final valuations, the allocations of the purchase price, the impact of ongoing integration activities, and other changes in tangible and intangible assets and liabilities could cause material differences in the information presented.
The unaudited pro forma condensed combined financial statements and related notes herein present unaudited pro forma condensed combined financial condition and results of operations of IRT, after giving pro forma effect to (i) the Mergers, which include the issuance of shares of IRT common stock to STAR stockholders at the Exchange Ratio and the issuance of IRT OP Units to STAR common unitholders at the Exchange Ratio and the assumption of STAR’s outstanding debt and (ii) the IRT Common Stock Sale and application of net proceeds therefrom to repay debt.
The Mergers and the related adjustments are described in these accompanying notes to the unaudited pro forma condensed combined financial statements. In the opinion of IRT’s management, all material adjustments have been made that are necessary to present fairly, in accordance with Article 11 of Regulation S-X of the SEC, the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined financial statements do not purport to be indicative of the overall financial position or results of operations of the combined company that would have occurred if the Mergers and the IRT Common Stock Sale had been completed on the dates indicated, nor are they indicative of the overall financial position or results of operations that may be expected for any future period or date. In addition, future results may vary significantly from those reflected in the unaudited pro forma condensed combined financial statements due to factors discussed in the IRT Quarterly Report on Form 10-Q filed on October 29, 2021.
NOTE 2: Significant Accounting Policies
The accounting policies used in the preparation of these unaudited pro forma condensed combined financial statements are those set out in IRT’s audited consolidated financial statements as of and for the year ended December 31, 2020 and IRT’s unaudited consolidated financial statements as of and for the nine months ended
September 30, 2021. IRT’s management has determined that there were no significant accounting policy differences between IRT and STAR and, therefore, no adjustments are necessary to conform STAR’s financial statements to the accounting policies used by IRT in the preparation of the unaudited pro forma condensed combined financial statements. This conclusion is subject to change as further assessment is performed and finalized for purchase accounting.
NOTE 3: Reclassification Adjustments
The STAR historical financial statement line items or portions of line items have been reclassified as indicated in the “Reclassifications” column to conform to IRT presentation of these unaudited pro forma condensed combined financial statements. These reclassifications have no effect on previously reported total assets, total liabilities, stockholders’ equity, or net income allocable to common shares of STAR.
NOTE 4: Pro Forma Adjustments to STAR’s 2020 Statement of Operations
STAR’s 2020 historical statement of operations has been adjusted to reflect the following transactions that impacted STAR’s 2020 statement of operations.
REIT Mergers
On March 6, 2020, two affiliated REITs merged with and into STAR (the “STAR REIT Mergers”), with STAR remaining as the surviving entity. Through the STAR REIT mergers, STAR acquired 36 multifamily properties with 10,166 apartment homes and a 10% interest in one unconsolidated joint venture that owned 20 multifamily properties with a total of 4,584 apartment homes. The Pro Forma Adjustments made with respect to this transaction include increasing STAR’s historical 2020 revenues, operating expenses, depreciation and amortization, and interest expense as if the properties acquired on March 6, 2020 as part of the STAR REIT Mergers had been owned by STAR as of January 1, 2020.
Internalization Transaction
On August 31, 2020, STAR and related entities entered into a series of transactions and agreements, which resulted in the internalization of STAR’s external management functions (the “Internalization Transaction”). Prior to the closing of the Internalization Transaction, STAR had been externally managed and had therefore, incurred property management, asset management, and other fees and reimbursements. The Pro Forma Adjustments made with respect to this transaction include eliminating all external management fees included within the caption “Fees to affiliates” and increasing general and administrative expenses for the internal costs STAR would have incurred if the Internalization Transaction had occurred as of January 1, 2020.
In addition, any one-time costs associated with the two transactions above have been deducted from historical general and administrative expenses. These pro forma adjustments to STAR’s 2020 statement of operations are intended to align with how STAR’s business currently operates and how it is expected to continue to operate as part of the combined company.
NOTE 5: Preliminary Purchase Price Allocation
Preliminary Purchase Price
The unaudited pro forma condensed combined financial statements reflect the preliminary allocation of the purchase price to STAR’s identifiable net assets acquired. The preliminary allocation of purchase price in these unaudited pro forma condensed combined financial statements is based upon a preliminary purchase price of approximately $4.8 billion with $2.9 billion of consideration transferred. The calculation of the preliminary purchase price related to the Mergers is as follows (in thousands, except share and per share data):
|
|
Common Stock |
|
OP units |
|
Amount |
|
|||
|
Shares of STAR common stock and STAR OP units exchanged (a) |
|
110,188,893 |
|
|
7,104,399 |
|
|
117,293,292 |
|
|
Exchange Ratio |
0.905 |
|
0.905 |
|
0.905 |
|
|||
|
Shares of IRT common stock and IRT OP common units issued |
|
99,720,948 |
|
|
6,429,481 |
|
|
106,150,429 |
|
|
Closing stock price of IRT on December 15, 2021 |
|
24.45 |
|
|
24.45 |
|
|
24.45 |
|
|
Fair value of IRT common stock and IRT OP units issued to former holders of STAR common stock and STAR OP common units (b) |
|
2,438,177 |
|
|
157,201 |
|
$ |
2,595,378 |
|
|
STAR indebtedness paid off in connection with the Mergers |
|
|
|
|
|
|
|
288,530 |
|
|
Consideration transferred |
|
|
|
|
|
|
|
2,883,908 |
|
|
Preliminary fair value of STAR mortgages payable and notes payable assumed by IRT |
|
|
|
|
|
|
|
1,928,219 |
|
|
Total preliminary purchase price |
|
|
|
|
|
|
$ |
4,812,127 |
|
(a)Includes 110,188,893 shares of STAR common stock outstanding as of December 15, 2021 and 7,104,399 STAR OP common units outstanding as of December 15, 2021. Under the Merger Agreement, these shares and units were automatically converted to IRT common stock and IRT OP common units, as applicable, at the Exchange Ratio.
(b)The fair value of IRT common stock and IRT OP common units issued to former holders of STAR common stock and STAR OP common units is based upon the per share closing price of IRT’s common stock on December 15, 2021, the date immediately prior to the closing of the Mergers, which was $24.45, multiplied by the number of shares of IRT common stock and IRT OP common units issued.
Preliminary Purchase Price Allocation
The preliminary purchase price allocation to assets acquired and liabilities assumed is provided throughout these notes to the unaudited pro forma condensed combined financial statements. The following table provides a summary of the preliminary purchase price allocation by major categories of assets acquired and liabilities assumed based on IRT management’s preliminary determination of their respective fair values as of September 30, 2021 (in thousands):
|
|
|
|
Fair Value |
|
|
|
Assets: |
|
|
|
|
|
|
Real estate held for investment |
|
|
$ |
4,623,371 |
|
|
Real estate held for development |
|
|
|
34,871 |
|
|
Cash and cash equivalents |
|
|
|
122,108 |
|
|
Restricted cash |
|
|
|
38,360 |
|
|
Other assets |
|
|
|
35,230 |
|
|
Intangible assets |
|
|
|
46,701 |
|
|
Total assets acquired |
|
|
|
4,900,641 |
|
|
Liabilities: |
|
|
|
|
|
|
Preliminary fair value of STAR debt assumed |
|
|
|
1,928,219 |
|
|
AP and accrued expenses |
|
|
|
71,451 |
|
|
Dividend payable |
|
|
|
5,062 |
|
|
Other liabilities |
|
|
|
12,001 |
|
|
Total liabilities assumed |
|
|
|
2,016,733 |
|
|
Preliminary fair value of net assets acquired |
|
|
|
2,883,908 |
|
|
Goodwill (Bargain purchase gain) |
|
|
$ |
- |
|
The preliminary fair values of identifiable assets acquired and liabilities assumed are based on a valuation as of the consummation date of the Mergers that has been prepared by IRT management. For the preliminary determination of fair values of assets acquired and liabilities assumed of STAR, IRT used publicly available benchmarking information as well as a variety of other assumptions, including expectations for future cash flow generated by STAR properties, cap rates, and interest rates. The pro forma purchase price allocation is subject to further adjustment as additional information becomes available and as additional analyses and final valuations are completed, and such differences could be material. In particular, the preliminary fair values of the assets and liabilities were determined, in part, based upon the allocation of real estate and intangible lease assets and liabilities, and adjusted to reflect reasonable estimations for above-market and below-market leases, in-place lease values, and avoided lease origination costs, and to incorporate the mark-to-market adjustments (i.e., premiums) of mortgages payable and notes payable assumed in the Mergers, all of which are based on IRT’s historical experience with similar assets and liabilities. In determining the preliminary fair value of STAR’s tangible assets, IRT utilized
customary methods, including the income, market, and cost approaches. Amounts allocated to land, buildings and improvements, and tenant improvements, and lease intangible assets and liabilities were based on estimates considering IRT’s, STAR’s and other portfolios with similar property characteristics.
The purchase price allocation presented above has not been finalized. The final determination of the allocation of the purchase price will be based on the fair value of such assets and liabilities and will be determined based on IRT’s management’s judgment, which is based on various factors, including (1) market conditions, (2) the characteristics of the real estate (i.e., location, size, demographics, value and comparative rental rates), (3) apartment community profitability metrics and/or (4) real estate valuations. The final determination of these estimated fair values, the assets’ useful lives and the depreciation and amortization methods are dependent upon certain valuations and other analyses, and as previously stated could differ materially from the amounts presented in the unaudited pro forma condensed combined financial statements. The final determination will be completed as soon as practicable but no later than one year after the consummation of the Mergers. Any increase or decrease in the fair value of the net assets acquired, as compared to the information shown herein, could change the portion of the purchase price allocable to goodwill and could impact the operating results of the combined company following the Mergers due to differences in the allocation of the purchase price, as well as changes in the depreciation and amortization related to some of the acquired assets.
NOTE 6: Merger Adjustments
Balance Sheet
The following notes explain each pro forma adjustment on the unaudited pro forma condensed combined balance sheet as of September 30, 2021 assuming the Mergers had occurred on September 30, 2021.
(A) To record the STAR real estate assets at fair value. We estimated fair value by using a cap rate approach using the underlying properties’ net operating income and cap rate ranges between 4.0% and 4.6%.
(B) To remove the historical accumulated depreciation of STAR prior to the Mergers.
(C) To eliminate historical goodwill and intangible assets of STAR and record the new value of such assets based on their preliminary fair value.
(D) To record the STAR indebtedness at fair value based upon the preliminary valuation of these liabilities, net of $288,530 of cash used to pay off indebtedness of STAR in connection with the Mergers. The preliminary fair value of indebtedness has been estimated using a discounted cash flow analysis using estimates of observable market interest rates.
(E)“Accounts payable and accrued expenses” and “Retained earnings (accumulated deficit)” were adjusted for estimated remaining merger transaction costs paid or to be paid by IRT and STAR in connection with the closing of the Mergers of approximately $41.8 million consisting primarily of fees for investment bankers, severance and legal, accounting, and tax advisors.
(F)To eliminate the historical equity of STAR and to record the issuance of shares of IRT common stock and IRT OP common units in the Mergers. As described in Note 5, the fair value of IRT common stock and IRT OP common units issued to former holders of STAR common stock and STAR OP common units is based on the per share closing price of IRT common stock of $24.45 on December 15, 2021.
(G) To eliminate the historical non-controlling interest of STAR and to record the issuance of IRT OP common units in conjunction with the Mergers. As described in Note 5, the fair value of IRT OP common units issued in the Mergers is based on the per share closing price of IRT common stock of $24.45 on December 15, 2021.
Statements of Operations
The following notes explain each pro forma adjustment on the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2021 and the year ended December 31, 2020 assuming the Mergers had occurred on January 1, 2020.
(H) To eliminate STAR’s historical depreciation and amortization expense and to recognize depreciation and amortization expense based on the fair value of STAR’s tangible and intangible assets
acquired as described above. Given different useful life assumptions and timing of the amortization of intangible assets, pro forma depreciation and amortization are expected to be lower than STAR’s historical depreciation and amortization.
(I)To adjust interest expense for the amortization of the fair market value adjustment recorded with respect to STAR’s indebtedness as described in adjustment (D) above.
(J) To adjust income (loss) allocated to non-controlling interests for the common unitholders’ combined ownership percentage of 3.3% in the consolidated results of the combined company.
(K) To adjust historical weighted average basic and diluted shares for the IRT common stock issued to STAR stockholders in accordance with the Exchange Ratio set forth in the Merger Agreement.
(L) To eliminate non-recurring merger transaction costs included in the historical financial statements of IRT and STAR.
NOTE 7: Equity Offering Adjustments
On July 26, 2021, IRT commenced an offering (the “IRT Common Stock Offering”) of shares of IRT Common Stock on a forward sale basis, and on July 27, 2021, IRT and IRT OP entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc. and BMO Capital Markets Corp., as representatives of the several underwriters named therein (collectively, the “Underwriters”), BMO Capital Markets Corp., in its capacity as agent (in such capacity, the “Forward Seller”) for Bank of Montreal, as forward counterparty (the “Forward Counterparty”) and the Forward Counterparty relating to the sale, on a forward basis, of an aggregate of 16,100,000 shares of IRT Common Stock at a price to the Underwriters of $17.04 per share. The IRT Common Stock Offering closed on July 30, 2021. IRT did not initially receive any proceeds from the sale of shares of IRT Common Stock by the Forward Seller to the Underwriters.
In connection with the IRT Common Stock Offering, IRT entered into forward sale agreements with the Forward Seller and Forward Counterparty (collectively, the “Forward Sale Agreements”). In connection with the Forward Sale Agreements, the Forward Seller (or its affiliate) borrowed from third parties and sold to the Underwriters an aggregate of 16,100,000 shares of IRT Common Stock that were sold in the IRT Common Stock Offering. IRT physically settled the Forward Sale Agreements on December 14, 2021 by issuing 16,100,000 shares of IRT Common Stock and received net proceeds of approximately $271.8 million.
The unaudited pro forma condensed combined financial statements and related notes herein present unaudited pro forma condensed combined financial condition and results of operations of IRT, after giving pro forma effect to the IRT Common Stock Offering, full physical settlement of the Forward Sale Agreements and application of all proceeds received to repay indebtedness. As indicated by note (M) in the unaudited pro forma financial statements, common stock, additional paid in capital, cash and interest expense have been adjusted based on net proceeds of the IRT Common Stock Offering of $271.8 million being used to repay indebtedness and with IRT realizing interest expense savings at an estimated weighted average interest rate of 3.5% in connection with such repayments.