Debt | Debt As of September 30, 2024, the VineBrook Homes reportable segment had approximately $2.0 billion of debt outstanding, and the NexPoint Homes reportable segment had $532.3 million of debt outstanding. The following table contains summary information of the Company’s debt as of September 30, 2024 and December 31, 2023 (dollars in thousands): Outstanding Principal as of Type September 30, 2024 December 31, 2023 Interest Rate (1) Maturity Initial Mortgage Floating $ 226,728 $ 234,644 6.83 % 12/1/2025 Warehouse Facility Floating 462,222 824,387 7.50 % 5/3/2025 (2) JPM Facility Floating 97,567 338,387 7.81 % 1/31/2025 (3) ABS I Loan Fixed 390,248 392,180 4.92 % 12/8/2028 ABS II Loan Fixed 402,593 — 4.65 % 3/9/2029 MetLife Note Fixed 105,925 110,157 3.25 % 1/31/2026 MetLife Term Loan I Fixed 343,204 — 4.50 % 8/22/2029 TrueLane Mortgage Fixed 8,248 9,323 5.35 % 2/1/2028 Crestcore II Note Fixed 2,587 2,670 5.12 % 7/9/2029 Crestcore IV Note Fixed 2,404 2,611 5.12 % 7/9/2029 PNC Loan I Fixed — 18 3.59 % 2/19/2024 PNC Loan II Fixed — 65 3.70 % 12/29/2024 PNC Loan III Fixed — 177 3.69 % 12/15/2025 Total VineBrook reportable segment debt $ 2,041,726 $ 1,914,619 NexPoint Homes MetLife Note 1 Fixed 237,173 238,428 3.76 % 3/3/2027 NexPoint Homes MetLife Note 2 Fixed 174,590 174,590 5.44 % 8/12/2027 NexPoint Homes KeyBank Facility Floating 16,938 60,500 7.55 % 12/31/2024 SFR OP Note Payable I Fixed 500 500 8.80 % 4/25/2025 SFR OP Note Payable II Fixed 500 — 12.50 % 3/31/2025 SFR OP Convertible Notes (4) Fixed 102,557 102,557 7.50 % 6/30/2027 Total debt 2,573,984 2,491,194 Debt premium, net (5) 252 305 Debt discount, net (6) (87,308) (39,115) Deferred financing costs, net of accumulated amortization of $29,918 and $22,796, respectively (29,234) (18,710) 2,457,694 2,433,674 (1) Represents the interest rate as of September 30, 2024. Except for fixed rate debt, the interest rate is 30-day average SOFR, daily SOFR or one-month term SOFR, plus an applicable margin. The 30-day average SOFR as of September 30, 2024 was 5.1633%, daily SOFR as of September 30, 2024 was 4.9600% and one-month term SOFR as of September 30, 2024 was 4.8457%. (2) The initial maturity for the Warehouse Facility (as defined below) prior to extension options being exercised was November 3, 2024. To extend the Warehouse Facility, the Company cannot be in default, must meet certain financial covenants and needs to pay a fee of 0.1% of the maximum revolving commitment at that time. The Company exercised its first extension option to extend the Warehouse Facility maturity date to May 3, 2025 on November 1, 2024. The maturity date after the second extension is November 3, 2025. (3) This is the initial maturity date for the JPM Facility (as defined below). The JPM Facility has a 12-month extension option subject to approval from the lender. (4) The SFR OP Convertible Notes exclude the amounts owed to NexPoint Homes by the SFR OP, as these are eliminated in consolidation. (5) The Company reflected valuation adjustments on its assumed fixed rate debt to adjust it to fair market value on the dates of acquisition for the difference between the fair value and the assumed principal amount of debt. The difference is amortized into interest expense over the remaining terms of the debt. (6) The Company reflected a discount on ABS I Loan and ABS II Loan (as defined below), which is amortized into interest expense over the remaining term of the debt. Additionally, we have included a summary of debt agreements and significant changes to the agreements during the nine months ended September 30, 2024 below. JPM Facility On March 1, 2021, the Company entered into a non-recourse carveout guaranty and certain wholly owned subsidiaries of VB Three, LLC (as borrowers) entered into a $500.0 million credit agreement with JP Morgan (the “JPM Facility”). The JPM Facility is secured by equity pledges in VB Three, LLC and its wholly owned subsidiaries and bore interest at a variable rate equal to one-month London Interbank Offered Rate (“LIBOR”) plus 2.75%. The JPM Facility is interest-only and was due in full on March 1, 2023. On March 10, 2022, the Company entered into Amendment No. 1 to the JPM Facility, wherein each advance under the JPM Facility will bear interest at the daily Secured Overnight Financing Rate (“SOFR”) plus 2.85%. On January 31, 2023, the Company entered into Amendment No. 2 to the JPM Facility, wherein the total facility amount was updated to $350.0 million, and the maturity date was extended to January 31, 2025, which may be extended for 12 months upon submission of an extension request, subject to approval. On March 15, 2023, the Company entered into Amendment No. 3 to the JPM Facility to give the Company credit for pledging an interest rate cap by reducing the interest reserve requirements under the JPM Facility based on the capped rate. On December 21, 2023, the Company drew an additional $21.4 million on the JPM Facility of which the draw proceeds, along with cash on hand, were used to pay off the Bridge Facility III (as defined below) in full. During the nine months ended September 30, 2024, the Company drew an additional $2.8 million on the JPM Facility. During the nine months ended September 30, 2024, the Company paid down approximately $243.6 million on the JPM Facility. As of September 30, 2024, the JPM Facility had $252.4 million in available capacity. The outstanding balance on the JPM Facility as of September 30, 2024, is approximately $97.6 million. The balance of the JPM Facility, net of unamortized deferred financing costs, is included in credit facilities on the consolidated balance sheets. Asset Backed Securitization I On December 6, 2023, the OP completed a securitization transaction, in connection with which VineBrook Homes Borrower 1, LLC, an indirect special purpose subsidiary of the OP (the “ABS I Borrower”) entered into a loan agreement (the “ABS I Loan Agreement”) with Bank of America, National Association, as lender (the “ABS I Lender”), providing for a 5-year, fixed-rate, interest-only loan with a total principal balance of $392.2 million (the “ABS I Loan”). Concurrent with the execution of the ABS I Loan Agreement, the ABS I Lender sold the ABS I Loan to VineBrook Homes Depositor A, LLC (the “Depositor”), an indirect subsidiary of the OP, which, in turn, transferred the ABS I Loan to a trust in exchange for (i) $178.4 million principal amount of Class A pass-through certificates (the “Class A Certificates”), (ii) $38.6 million principal amount of Class B pass-through certificates (the “Class B Certificates”), (iii) $30.8 million principal amount of Class C pass-through certificates (the “Class C Certificates”), (iv) $43.0 million principal amount of Class D pass-through certificates (the “Class D Certificates”), (v) $50.1 million principal amount of Class E pass-through certificates (the “Class E1 Certificates”), (vi) $12.2 million principal amount of Class E pass-through certificates (the “Class E2 Certificates,” and collectively with the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates and Class E1 Certificates, the “Regular Certificates”), and (vii) Class R pass-through certificates (the “Class R Certificates,” and together with the Regular Certificates, the “Certificates”). The Certificates represent beneficial ownership interests in the trust and its assets, including the ABS I Loan. The Depositor sold the Certificates, acquired by the Depositor in the manner described above, to placement agents who resold the Certificates to investors in a private offering. The Regular Certificates are exempt from registration under the Securities Act and are “exempted securities” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). To satisfy applicable risk retention rules, the OP completed a securitization transaction, VINE 2023-SFR1, providing for a 5-year, fixed-rate, interest-only loan of Class F certificates (“Class F Certificates”) with a total principal amount of $39.1 million. The Company evaluated the purchased Class F Certificates as a variable interest in the trust and concluded that the Class F Certificates do not provide the Company with an ability to direct activities that could impact the trust’s economic performance. The Company does not consolidate the trust and the $39.1 million of purchased Class F Certificates are reflected as asset-backed securitization certificates in the Company’s consolidated balance sheets. The Depositor used the proceeds from the sale of the Certificates to purchase the ABS I Loan from the ABS I Lender, as described above. The Regular Certificates were sold to investors at a discount and the OP retained the Class F Certificate (as described above), with the result that the proceeds, before closing costs, from the ABS I Loan to the ABS I Borrower were approximately $314.0 million. The net proceeds of $300.6 million were used to partially pay down the Warehouse Facility. The balance of the ABS I Loan, net of unamortized deferred financing costs and debt discount, is included in notes payable on the consolidated balance sheets. The ABS I Loan is collateralized by 2,763 SFR homes, and as of September 30, 2024, approximately 11.86% of the Portfolio served as collateral for outstanding borrowings under the ABS I Loan. The ABS I Loan, is segregated into six tranches, all of which accrue interest at 4.9235% and have a maturity date of December 8, 2028. Asset Backed Securitization II On February 29, 2024, the OP, via its indirect special purpose subsidiary, VineBrook Homes Borrower 2, LLC (the “ABS II Borrower”), completed an asset backed securitization (“ABS II”) and entered into a loan agreement (the “ABS II Loan Agreement”) with BofA Securities, Inc., as sole structuring agent, joint bookrunner and co-lead manager, Mizuho Securities USA LLC, as joint bookrunner and co-lead manager and Citizens JMP Securities, LLC, J.P. Morgan Securities LLC, Raymond James & Associates, Inc. ("Raymond James"), and Truist Securities, Inc., as co-managers (the “ABS II Loan”). Concurrent with the execution of the ABS II Loan Agreement, the lender sold the ABS II Loan to the Depositor, an indirect subsidiary of the OP, which, in turn, transferred the loan to a trust in exchange for (i) $176.9 million principal amount of Class A pass-through certificates (the “ABS II Class A Certificates”), (ii) $38.6 million principal amount of Class B pass-through certificates (the “ABS II Class B Certificates”), (iii) $30.6 million principal amount of Class C pass-through certificates (the “ABS II Class C Certificates”), (iv) $42.9 million principal amount of Class D pass-through certificates (the “ABS II Class D Certificates”), (v) $63.5 million principal amount of Class E pass-through certificates (the “ABS II Class E1 Certificates”), (vi) $11.2 million principal amount of Class E pass-through certificates (the “ABS II Class E2 Certificates,” and collectively with the ABS II Class A Certificates, ABS II Class B Certificates, ABS II Class C Certificates, ABS II Class D Certificates and ABS II Class E1 Certificates, the “ABS II Regular Certificates”), and (vii) ABS II Class R pass-through certificates (the “ABS II Class R Certificates,” and together with the ABS II Regular Certificates, the “ABS II Certificates”). Initially, the OP also retained $19.5 million of the ABS II Class A Certificates, $10.5 million of the ABS II Class B Certificates, and $2.0 million of the ABS II Class C Certificates. On July 11, 2024, the OP sold $10.5 million of the ABS II Class B Certificates. On July 24, 2024, the OP sold $19.5 million of the ABS II Class A Certificates. On September 25, 2024, the OP sold $2.0 million of the ABS II Class C Certificates. The ABS II Certificates represented beneficial ownership interests in the trust and its assets, including the ABS II Loan, and these ABS II Certificates were all sold during the three months ended September 30, 2024. The Depositor sold the ABS II Certificates, acquired by the Depositor in the manner described above, to placement agents who resold the Certificates to investors in a private offering. The ABS II Regular Certificates are exempt from registration under the Securities Act and are “exempted securities” under the Exchange Act. To satisfy applicable risk retention rules, the OP purchased and retained the ABS II Class F component, totaling $39.9 million. Additionally, the OP purchased and retained a portion of the ABS II Class A, Class B and Class C components, totaling $19.5 million, $10.5 million and $2.0 million, respectively. The Company evaluated the purchased ABS II Class A, Class B, Class C and Class F certificates as a variable interest in the trust and concluded that the ABS II Class A, Class B, Class C and Class F certificates do not provide the Company with an ability to direct activities that could impact the trust’s economic performance. The Company does not consolidate the trust and $71.9 million of the ABS II Certificates are reflected as asset-backed securitization certificates on the Company’s consolidated balance sheets. For the ABS II Class A, Class B and Class C certificates, the Company elected the fair value option in accordance with ASC 825, Financial Instruments , and measures the change in fair value as change in unrealized gain/(loss) on asset-backed securitization certificates in the Company's consolidated statements of operations and comprehensive income (loss). The Depositor used the proceeds from the sale of the ABS II Certificates to purchase the ABS II Loan from the lender, as described above. The ABS II Regular Certificates were sold to investors at a discount and the OP retained the entire Class F certificate (as described above), with the result that the proceeds, before closing costs, from the ABS II Loan to the ABS II Borrower were approximately $331.8 million. A portion of the net proceeds from the ABS II were used to pay down $242.4 million on the JPM Facility and fund reserves per the credit agreement. The balance of the ABS II Loan, net of unamortized deferred financing costs and debt discount, is included in notes payable on the consolidated balance sheets. The ABS II Loan is collateralized by 2,459 SFR homes, and as of September 30, 2024, approximately 10.55% of the Portfolio served as collateral for outstanding borrowings under the ABS II Loan. The ABS II Loan, is segregated into seven tranches, Components A through F, providing for a 5-year, fixed-rate, interest-only loan with a total principal balance of $403.7 million. The weighted average interest rate of the ABS II Regular Certificates (Class A through E2) is 4.6495% and have a maturity date of March 9, 2029. The following table contains summary information regarding the ABS II Loan (excluding Tranche F, which the OP acquired and including the portions of Tranche A, B and C retained by the OP, as described above) as of September 30, 2024 (dollars in thousands): Tranche Principal Par Value Price Tranche Discount Net Proceeds Interest Rate Maturity Tranche A $ 176,912 $ 100.00 $ 94.73552 $ 8,287 $ 149,125 4.6495 % 3/9/2029 Tranche B 38,622 100.00 92.68290 2,058 26,064 4.6495 % 3/9/2029 Tranche C 30,648 100.00 91.87665 2,327 26,321 4.6495 % 3/9/2029 Tranche D 42,858 100.00 90.28899 4,162 38,696 4.6495 % 3/9/2029 Tranche E1 63,539 100.00 85.71807 9,075 54,464 4.6495 % 3/9/2029 Tranche E2 11,213 100.00 79.70586 2,276 8,938 4.6495 % 3/9/2029 Total ABS II Loan $ 363,792 $ 28,185 $ 303,608 4.6495 % Warehouse Facility On September 20, 2019, the OP (as guarantor) and VB One, LLC (as borrower) entered into a credit facility (the “Warehouse Facility”) with KeyBank. On August 14, 2024, the OP entered into a Seventh Amendment to the Warehouse Facility (the “Warehouse Seventh Amendment”) with KeyBank, as administrative agent, and the lenders party thereto. The Warehouse Seventh Amendment, among other things, provided for (1) a reduction in the maximum commitment of the Warehouse Facility; (2) reduced unused facility fees; (3) modifications and additions of certain covenants, including adjusting the minimum fixed charge coverage ratio to not less than 1.40 to 1.0, effective as of January 1, 2024; (4) in connection with sales of assets to unaffiliated third parties, the prepayment of the commitment amount with 100% of such proceeds until the commitment under the Warehouse Facility is reduced to $475.0 million and with 75% of such proceeds thereafter; provided that certain additional amounts may be required to be prepaid if the outstanding principal balance would exceed the value of the assets in the borrowing base following such sale; (5) the reduction of the outstanding principal balance to be no more than $475.0 million by October 31, 2024 (the “Commitment Reduction”). During the nine months ended September 30, 2024, the Company paid down approximately $362.2 million on the Warehouse Facility. All repayments under the Warehouse Facility will permanently reduce the commitment amount under the Warehouse Facility and may not be reborrowed. As of September 30, 2024, the outstanding balance of the Warehouse Facility was approximately $462.2 million, which is below the required Commitment Reduction. PNC Loans In connection with the Internalization of the Manager, the Company, through the OP, assumed three PNC equipment loans (“PNC Loan I”, “PNC Loan II” and “PNC Loan III”), which bear interest at fixed rates of 3.59%, 3.70% and 3.69%, respectively. PNC Loan I, PNC Loan II and PNC Loan III matured on February 19, 2024 and will mature on December 29, 2024 and December 15, 2025, respectively, and require monthly principal and interest payments. The PNC Loan I was paid off in full in February 2024. The PNC Loan II and PNC Loan III were paid off in full in April 2024. The balances of these loans are included in notes payable on the consolidated balance sheet as of December 31, 2023. MetLife Term Loan I Facilities On August 22, 2024, VB Nine, LLC (“VB Nine”) and VB Ten, LLC (“VB Ten”), indirect subsidiaries of the Company, as borrowers, entered into credit agreements for term loan credit facilities (collectively, the “MetLife Term Loan I Facilities”) with Metropolitan Life Insurance Company and Metropolitan Tower Life Insurance Company, and the lenders party thereto from time to time, which provided a total commitment of $343.2 million. Borrowings under the MetLife Term Loan I Facilities are secured by an equity pledge by VB Nine Equity and VB Ten Equity of their equity interests in VB Nine and VB Ten, respectively, and the property and assets held by VB Nine and VB Ten, respectively, and bear interest at a fixed rate equal to 4.5%. The MetLife Term Loan I Facilities are full-term, interest-only facilities that mature on August 22, 2029. The Company used $282.0 million of the proceeds to pay down a portion of the outstanding amounts under the Warehouse Facility. As of September 30, 2024, the outstanding balance of the MetLife Term Loan I Facilities was approximately $343.2 million. NexPoint Homes In addition to the debt agreements discussed above for the VineBrook reportable segment, as of September 30, 2024, the NexPoint Homes reportable segment had $532.3 million of debt outstanding included in notes payable on the consolidated balance sheets, which is comprised of two consolidated notes with Metropolitan Life Insurance Company (the “NexPoint Homes MetLife Note 1” and “NexPoint Homes MetLife Note 2”), NexPoint Homes KeyBank Facility (as defined below), the SFR OP Note Payable I (as defined below), the SFR OP Note Payable II (as defined below) and the SFR OP Convertible Notes (as defined in Note 10). See the summary table above for further information on the debt of the NexPoint Homes reportable segment. NexPoint Homes KeyBank Facility On August 12, 2022, a subsidiary of the SFR OP as borrower closed a $75.0 million revolver facility with KeyBank, as lender (the “NexPoint Homes KeyBank Facility”). On December 30, 2022, a subsidiary of SFR OP as borrower closed on an additional $10.0 million on the NexPoint Homes KeyBank Facility, bringing the total commitment to $85.0 million as of December 31, 2022. The NexPoint Homes KeyBank Facility initially matured on August 12, 2025 and bore interest at a floating rate of 185 to 270 basis points, depending on the borrower’s leverage ratio, over SOFR. After amendments to the NexPoint Homes Key Bank Facility loan agreement, the NexPoint Homes Key Bank Facility bears interest at a floating rate of 195 to 270 basis points, depending on the borrower’s leverage ratio, over SOFR and matures on December 31, 2024 with a maximum commitment of $60.5 million. The outstanding balance on the NexPoint Homes KeyBank Facility as of September 30, 2024 was approximately $16.9 million. SFR OP Note Payable I On October 25, 2023, the SFR OP as borrower entered into a promissory note with NexPoint Diversified Real Estate Trust Operating Partnership, L.P. as lender (the “SFR OP Note Payable I”) for $0.5 million. The SFR OP Note Payable I bears interest at a fixed rate of 8.80% and had an original maturity date of April 25, 2024. On April 25, 2024, the SFR OP Note Payable I was amended to modify the maturity date to be April 25, 2025. As of September 30, 2024, the outstanding balance of the SFR OP Note Payable I is $0.5 million. SFR OP Note Payable II On March 31, 2024, the SFR OP as borrower entered into a promissory note with NexPoint Real Estate Finance, Inc. as lender (the “SFR OP Note Payable II”) for $0.5 million. The SFR OP Note Payable II matures on March 31, 2025 and bears interest at a fixed rate of 12.50%. As of September 30, 2024, the outstanding balance of the SFR OP Note Payable II is $0.5 million. Weighted Average Interest The weighted average interest rate of the Company’s debt was 5.5473% as of September 30, 2024 and 6.6245% as of December 31, 2023. As of September 30, 2024 and December 31, 2023, the adjusted weighted average interest rate of the Company’s debt, including the effect of derivative financial instruments, was 4.0633% and 4.6860%, respectively. For purposes of calculating the adjusted weighted average interest rate of the Company’s debt as of September 30, 2024, including the effect of derivative financial instruments, the Company has included the weighted average fixed rate of 2.2637% on its combined $1.4 billion notional amount of interest rate swap and cap agreements, representing a weighted average fixed rate for daily SOFR and one-month term SOFR, which effectively fixes the interest rate on $1.4 billion of the Company’s floating rate indebtedness. Schedule of Debt Maturities The aggregate scheduled maturities, including amortizing principal payments, of total debt for the next five calendar years subsequent to September 30, 2024 are as follows (in thousands): Total 2024 $ 17,614 2025 787,195 (1) 2026 106,230 2027 514,642 2028 398,013 Thereafter 750,290 Total $ 2,573,984 (1) Includes the maturity of the Warehouse Facility after extension options. To extend the Warehouse Facility, the Company cannot be in default, must meet certain financial covenants and needs to pay a fee of 0.1% of the maximum revolving commitment at that time. The initial maturity date was November 3, 2024 and was extended to May 3, 2025 on November 1, 2024. This also includes the maturity of the JPM Facility that has a 12-month extension option subject to approval from the lender. Each reporting period, management evaluates the Company’s ability to continue as a going concern in accordance with ASC 205-40, Going Concern , by evaluating conditions and events, including assessing the liquidity needs to meet obligations as they become due within one year after the date the financial statements are issued. The Company has significant debt obligations of approximately $568.6 million coming due within 12 months of the financial statement issuance date, primarily related to the Warehouse Facility, JPM Facility and NexPoint Homes KeyBank Facility. As of the date of issuance, the Company does not have sufficient liquidity to satisfy these obligations. In order to satisfy obligations as they mature, management intends to evaluate its options and may seek to: (i) make partial loan pay downs, (ii) utilize extension options contractually available under existing debt instruments, and (iii) sell homes from its portfolio and pay down debt balances with the net sale proceeds. The Company’s ability to meet its debt obligations as they come due is dependent upon its ability to meet debt covenants, which it currently projects to do, in order to extend existing obligations, its ability to refinance debt and its ability to sell homes from its portfolio to pay down the balances. The sale of homes from the Portfolio could cause a decrease in net operating income but is expected to be offset by the interest savings from the pay downs. Management believes these plans by the Company will be sufficient to satisfy the obligations as they become due. These financial statements have been prepared by management in accordance with GAAP and this basis assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. These financial statements do not include any adjustments that may result from the outcome of this uncertainty. In addition, the Company has debt coming due beyond twelve months from the date of these financial statements, including the Warehouse Facility that the Company expects will be due on November 3, 2025 after exercising the remaining six-month extension option. On November 1, 2024, the Company utilized the first six-month extension option on the Warehouse Facility which extended the maturity date of the Warehouse Facility to May 3, 2025. The Company has a remaining contractual six-month extension option available under the Warehouse Facility which would extend the maturity of the Warehouse Facility to November 3, 2025. The Company does not currently have sufficient liquidity to pay down these obligations and intends to refinance these obligations primarily using debt or equity financing before they come due. Given its historical ability to refinance debt, the Company expects to be able to refinance the debt as necessary. Deferred Financing Costs The Company defers costs incurred in obtaining financing and amortizes the costs over the term of the related debt using the straight-line method, which approximates the effective interest method. Deferred financing costs, net of amortization, are recorded as a reduction from the related debt on the Company’s consolidated balance sheets. Upon repayment of, or in conjunction with, a material change in the terms of the underlying debt agreement, any unamortized costs are charged to loss on extinguishment of debt. For the three months ended September 30, 2024 and 2023, amortization of deferred financing costs of approximately $6.3 million and $2.8 million, respectively, and amortization of loan discounts of approximately $6.4 million and $0, respectively, are included in interest expense on the consolidated statements of operations and comprehensive income (loss). For the nine months ended September 30, 2024 and 2023, amortization of deferred financing costs of approximately $8.9 million and $7.8 million, respectively, and amortization of loan discounts of approximately $9.0 million and $0, respectively, are included in interest expense on the consolidated statements of operations and comprehensive income (loss). |