IRT Independence Realty Trust Inc

Independence Realty Trust, Inc. (“IRT”) (NYSE MKT: IRT) today announced its second quarter 2015 financial results.

Highlights

• Core funds from operations (“CFFO”) increased 85% to $6.3 million for the quarter ended June 30, 2015 from $3.4 million for the quarter ended June 30, 2014.
• CFFO per share was $0.19 for the quarter ended June 30, 2015 as compared to $0.19 for the quarter ended June 30, 2014.
• Investments in real estate, at cost, increased 98% to $716.6 million at June 30, 2015 from $362.3 million at June 30, 2014. Number of units owned increased 70% to 9,055 at June 30, 2015 from 5,342 at June 30, 2014.
• Total revenues grew 97% to $22.8 million for the quarter ended June 30, 2015 from $11.6 million for the quarter ended June 30, 2014.
• Operating income increased 156% to $4.6 million for the quarter ended June 30, 2015 from $1.8 million for the quarter ended June 30, 2014.
• Same store weighted average monthly effective rent per unit increased 4.5% to $787 at June 30, 2015 from $753 at June 30, 2014.
• On May 1, 2015, IRT acquired a 236 unit apartment community in Indianapolis, IN for $25.3 million.

Acquisition of Trade Street Residential, Inc.

On May 11, 2015, IRT announced a definitive merger agreement (the “Merger Agreement”) to acquire all the outstanding common stock of Trade Street Residential, Inc. (“Trade Street”) (NASDAQ: TSRE). The transaction is expected to close by the end of the third quarter subject to customary closing conditions including the approval of both IRT and Trade Street stockholders.

Upon consummation of the merger, IRT will significantly increase its scale and improve the quality of its portfolio while accelerating its market penetration in key regional markets and realizing immediate financial benefits.

• Increased scale – IRT’s number of properties will increase from 31 to 50 resulting in a 55% increase in units to 14,044. The combined scale will provide an enhanced platform to continue to pursue accretive acquisitions and transformational opportunities.
• Improved portfolio quality – the addition of Trade’s Street’s high-quality Class A apartment communities will reduce IRT’s average property age to 20 years while improving average base rents, occupancy levels and operating margins on the expanded platform.
• Accelerates market penetration – the addition of Trade Street’s highly-complementary portfolio will expand IRT’s geographic diversity into targeted regions in eight new markets, and also enhance IRT’s presence in three existing markets, to create a leading non-gateway multifamily platform in select regional markets in the United States.
• Immediate financial benefits – the transaction is expected to be accretive to 2016 CFFO (defined below) and CFFO per share, with meaningful identified run-rate cost savings and net operating income upside from value-add capex. Additionally, with a stronger balance sheet and lower cost of capital, IRT will be better positioned to drive future growth and increase its current quarterly dividend.

Financial Results

IRT reported CFFO, a non-GAAP financial measure, for the three-month period ended June 30, 2015 of $6.3 million, or $0.19 per share - diluted based on 33.1 million weighted-average shares outstanding – diluted, as compared to CFFO for the three-month period ended June 30, 2014 of $3.4 million, or $0.19 per share – diluted based on 17.7 million weighted-average shares outstanding – diluted. IRT reported a net income allocable to common stock for the three-month period ended June 30, 2015 of $0.3 million, or $0.01 per share - diluted based on 33.1 million weighted-average shares outstanding – diluted, as compared to net loss allocable to common stock for the three-month period ended June 30, 2014 of $0.1 million, or $0.01 total loss per share – diluted based on 17.7 million weighted-average shares outstanding – diluted.

IRT reported CFFO for the six-month period ended June 30, 2015 of $12.2 million, or $0.37 per share - diluted based on 33.1 million weighted-average shares outstanding – diluted, as compared to CFFO for the six-month period ended June 30, 2014 of $5.9 million, or $0.36 per share – diluted based on 16.5 million weighted-average shares outstanding – diluted. IRT reported a net income allocable to common stock for the six-month period ended June 30, 2015 of $0.1 million, or $0.00 per share - diluted based on 33.1 million weighted-average shares outstanding – diluted, as compared to net income allocable to common stock for the six-month period ended June 30, 2014 of $2.8 million, or $0.17 per share – diluted based on 16.5 million weighted-average shares outstanding – diluted.

A reconciliation of IRT's reported net income (loss) to its funds from operations (“FFO”) and CFFO is included as Schedule I to this release. Schedule I also includes management's rationale for the usefulness of each of these non-GAAP financial measures.

Distributions

On July 1, 2015, IRT’s Board of Directors declared monthly cash dividends for the third quarter of 2015 on IRT’s shares of common stock in the amount of $0.06 per share per month. The monthly dividends total $0.18 per share for the third quarter. The month for which each dividend was declared is set forth below, with the relevant amount per share, record date and payment date set forth opposite the month:

                 

Month

Amount

Record Date

Payment Date

July 2015 $0.06 07/31/2015 08/17/2015 August 2015 $0.06 08/31/2015 09/15/2015 September 2015 $0.06 09/30/2015 10/15/2015  

Key Statistics (Unaudited and dollars in thousands, except per share and per unit information)

   

As of or For the Three-Month Periods Ended

                  June 30,   March 31,   December   September   June 30, 2015   2015   31, 2014   30, 2014   2014 Financial Statistics: Total revenue $22,812 $21,700 $16,362 $13,057 $11,649 Earnings (loss) per share-diluted $0.01 $(0.01) $0.01 - $(0.01) Funds from Operations (“FFO”) per share $0.18 $0.18 $0.14 $0.14 $0.18 Core funds from operations (“CFFO”) per share $0.19 $0.19 $0.17 $0.17 $0.19 Dividends declared per common share $0.18 $0.18 $0.18 $0.18 $0.18 Weighted average shares outstanding - diluted 33,066,770 31,768,468 28,578,949 24,011,540 17,707,287   Apartment Property Portfolio: Reported investments in real estate at cost $716,581 $689,867 $689,112 $444,050 $362,323 Net operating income (“NOI”) $12,201 $11,562 $8,660 $6,905 $6,064 Number of properties owned 31 30 30 22 19 Multifamily units owned 9,055 8,819 8,819 6,470 5,342 Portfolio weighted average occupancy 92.5% 94.0% 92.7% 92.6% 93.1% Same store portfolio weighted average occupancy 92.2% 93.5% 92.2% 92.0% 93.1% Weighted average monthly effective rent per unit (1) $840 $824 $789 $789 $765 Same Store weighted average monthly effective rent per unit $787 $772 $766 $762 $753   (1)   Weighted average monthly effective rent per occupied unit represents the average monthly rent collected for all occupied units after giving effect to tenant concessions. We do not report average effective rent per unit in the month of acquisition as it is not representative of a full month of operations.  

Properties

The following table presents an overview of our apartment portfolio as of June 30, 2015:

            Year Average Monthly Built or Physical Effective Acquisition Renovated Units Occupancy Rent per Property Name Location Date

(1)

(2)

(3)

Occupied Unit(4)

Belle Creek Henderson, CO 4/29/2011 2011 162(5) 92.6% $1,107 Copper Mill Austin, TX 4/29/2011 2010 320 97.5% 853 Crestmont Marietta, GA 4/29/2011 2010 228 92.5% 782 Cumberland Glen Smyrna, GA 4/29/2011 2010 222 95.9% 746 Heritage Trace Newport News, VA 4/29/2011 2010 200 87.5% 683 Tresa at Arrowhead Phoenix, AZ 4/29/2011 2006 360 94.2% 863 Centrepoint Tucson, AZ 12/16/2011 2006 320 97.2% 839 Runaway Bay Indianapolis, IN 10/11/2012 2002 192 93.2% 950 Berkshire Square Indianapolis, IN 9/19/2013 2012 354 90.2% 602 The Crossings Jackson, MS 11/22/2013 2012 432 91.0% 793 Reserve at Eagle Ridge Waukegan, IL 1/31/2014 2008 370 94.9% 941 Windrush Edmond, OK 2/28/2014 2011 160 83.8% 811 Heritage Park Oklahoma City, OK 2/28/2014 2011 453 87.2% 719 Raindance Oklahoma City, OK 2/28/2014 2011 504 92.5% 548 Augusta Oklahoma City, OK 2/28/2014 2011 197 93.4% 724 Invitational Oklahoma City, OK 2/28/2014 2011 344 89.5% 667 King’s Landing Creve Coeur, MO 3/31/2014 2005 152 94.7% 1,363 Carrington Park Little Rock, AR 5/07/2014 1999 202 89.6% 1,019 Arbors at the Reservoir Ridgeland, MS 6/04/2014 2000 170 94.7% 1,100 Walnut Hill Cordova, TN 8/28/2014 2001 360 92.8% 896 Lenoxplace Raleigh, NC 9/05/2014 2012 268 93.7% 842 Stonebridge Cordova, TN 9/15/2014 1994 500 91.8% 750 Bennington Pond Groveport, OH 11/24/2014 2000 240 97.5% 793 Prospect Park Louisville, KY 12/08/2014 1990 138 94.2% 862 Brookside Louisville, KY 12/08/2014 1987 224 96.0% 775 Jamestown Louisville, KY 12/08/2014 1970 355 95.8% 982 Meadows Louisville, KY 12/08/2014 1988 400 94.5% 778 Oxmoor Louisville, KY 12/08/2014 1999-2000 432 94.0% 964 Stonebridge at the Ranch Little Rock, AR 12/16/2014 2005 260 90.0% 908 Iron Rock Ranch Austin, TX 12/30/2014 2001-2002 300 96.0% 1,169 Bayview Club Indianapolis, IN 5/01/2015 2004 236 76.3% 999   Total/Weighted Average 9,055 92.5% $840   (1)   All dates are for the year in which a significant renovation program was completed, except for Runaway Bay, Arbors at the Reservoir, King’s Landing, Walnut Hill, Stonebridge, Bennington Pond, Prospect Park, Brookside, Jamestown, Meadows, Oxmoor, Stonebridge at the Ranch and Iron Rock Ranch which is the year construction was completed. (2) Units represent the total number of apartment units available for rent at June 30, 2015. (3) Physical occupancy for each of our properties is calculated as (i) total units rented as of June 30, 2015 divided by (ii) total units available as of June 30, 2015, expressed as a percentage. (4) Average monthly effective rent per occupied unit represents the average monthly rent for all occupied units for the three-month period ended June 30, 2015. (5) Includes 6,256 square feet of retail space in six units, of which 1,010 square feet of space is occupied by RAIT Residential for use as the leasing office. The remaining 5,246 square feet of space is 100% occupied by five tenants with an average monthly base rent of $1,403, or $16 per square foot per year. These five tenants are principally engaged in the following businesses: grocery, retail and various retail services.  

Conference Call

All interested parties can listen to the live conference call webcast at 9:00 AM ET on Wednesday, July 29, 2015 from the investor relations section of the IRT website at www.irtreit.com or by dialing 1.877.280.4959, access code 11617991. For those who are not available to listen to the live call, the replay will be available shortly following the live call on IRT’s website and telephonically until Wednesday, August 5, 2015, by dialing 888.286.8010, access code 40907553.

About Independence Realty Trust, Inc.

Independence Realty Trust, Inc. (NYSE MKT: IRT) is a real estate investment trust that seeks to own well-located apartment properties in geographic submarkets that it believes support strong occupancy and the potential for growth in rental rates. IRT seeks to provide stockholders with attractive risk-adjusted returns, with an emphasis on distributions and capital appreciation. IRT is externally advised by a wholly-owned subsidiary of RAIT Financial Trust (NYSE: RAS).

Forward-Looking Statements

This press release may contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as "may," “trend”, "will," "expect," "intend," "anticipate," "estimate," "believe," "continue," “seek” or other similar words. Because such statements include risks, uncertainties and contingencies, actual results may differ materially from the expectations, intentions, beliefs, plans or predictions of the future expressed or implied by such forward-looking statements. These risks, uncertainties and contingencies include, but are not limited to, (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, (ii) the inability to complete the merger contemplated by the Merger Agreement (the Merger”) or failure to satisfy other conditions to completion of the Merger, (iii) the inability to complete the Merger within the expected time period or at all, including due to the failure to obtain the approval of TSRE’s stockholders or IRT’s stockholders, or the failure to satisfy other conditions to completion of the Merger, (iv) risks related to disruption of management’s attention from the ongoing business operations due to the proposed Merger, (v) the effect of the announcement of the proposed Merger on IRT’s or TSRE’s relationships with their respective customers, tenants, lenders, operating results and businesses generally, (vi) changes in financial markets and interest rates, or to the business or financial condition of either company or business, (vii) availability of financing and capital, (viii) risks associated with acquisitions, including the integration of the combined companies’ businesses, (ix) maintenance of REIT Status, (x) the performance of TSRE’s portfolio and IRT’s portfolio, and (xi) those additional risks and factors discussed in reports filed with the Securities and Exchange Commission (“ SEC ”) by IRT and TSRE from time to time, including those discussed under the heading “Risk Factors” in their respective most recently filed reports on Forms 10-K and 10-Q. Neither IRT nor TSRE undertakes any duty to update any forward-looking statements contained herein, except as may be required by law.

Important Information For Investors and Stockholders

This press release does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. This communication relates to a proposed business combination between IRT and Trade Street. In connection with this proposed business combination, IRT has filed a registration statement on Form S-4 (Registration No. 333-204578) (the “Form S-4”) with the SEC, which includes the preliminary joint proxy statement of IRT and Trade Street and which also constitutes a preliminary prospectus of IRT. The information in the preliminary joint proxy statement/prospectus is not complete and may be changed. The definitive joint proxy statement/prospectus will be mailed to stockholders of IRT and Trade Street after the registration statement is declared effective by the SEC. INVESTORS AND SECURITY HOLDERS OF IRT AND TRADE STREET ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain a free copy of the registration statement and joint proxy statement/prospectus, as well as other documents filed with the SEC by IRT and/or Trade Street through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by IRT will be available free of charge on IRT’s internet website at http://www.irtreit.com or by contacting IRT’s Investor Relations Department by email at aviroslav@irtreit.com or by phone at +1-215-243-9000. Copies of the documents filed with the SEC by Trade Street will be available free of charge on Trade Street’s internet website at http://www.tradestreetresidential.com or by contacting Trade Street’s Investor Relations Department by email at ir@trade-street.com or by phone at +1-786-248-6099.

Participants in Solicitation

IRT, Trade Street, their respective directors and certain of their respective executive officers, as well as RAIT Financial Trust, a stockholder of IRT, Independence Realty Advisors, LLC, IRT’s advisor, and D.F. King & Co., Inc., IRT’s proxy solicitor, may be considered participants in the solicitation of proxies in connection with the proposed merger between IRT and Trade Street. Information about these persons is set forth in the preliminary joint proxy statement/prospectus on Form S-4, and will be set forth in the definitive joint proxy statement/prospectus, filed with the SEC by IRT and Trade Street. Additional information about the directors and executive officers of IRT is set forth in IRT’s Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on March 16, 2015, and in IRT’s proxy statement for its 2015 annual meeting of stockholders, which was filed with the SEC on April 7, 2015. Information about the directors and executive officers of Trade Street is set forth in Trade Street’s Annual Report on Form 10-K/A for the year ended December 31, 2014, which was filed with the SEC on March 25, 2015. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the registration statement and joint proxy statement/prospectus (or will be contained in any amendments or supplements thereto and in other relevant materials to be filed with the SEC, when they become available). These documents can be obtained free of charge from the sources indicated above.

  Independence Realty Trust, Inc. Consolidated Statements of Operations (Dollars in thousands, except share and per share information) (unaudited)     For the Three-Month For the Six-Month Period Ended Period Ended June 30 June 30 2015   2014 2015   2014 Revenues:     Rental income $ 20,268 $ 10,613 $ 39,711 $ 17,966 Tenant reimbursement income 991 436 1,941 802 Other income   1,553   600   2,860   1,016 Total revenue 22,812 11,649 44,512 19,784 Expenses: Property operating expenses 10,611 5,585 20,749 9,573 General and administrative expenses 423 378 922 546 Asset management fees 1,260 501 2,472 647 Acquisition expenses 168 152 201 514 Depreciation and amortization   5,720   3,232  

11,758

  5,355 Total expenses   18,182   9,848   36,102   16,635 Operating income 4,630 1,801 8,410 3,149 Interest expense (4,277) (1,930) (8,229) (3,229) Interest income - 1 1 5 Gain (loss) on assets   -   -   -   2,882 Net income (loss): 353 (128) 112 2,807 (Income) loss allocated to non-controlling interests   (16)   -   (8)   - Net income (loss) allocable to common stock $ 337 $ (128) $ 104 $ 2,807   Earnings (loss) per share: Basic $ 0.01 $ (0.01) $ 0.00 $ 0.17 Diluted $ 0.01 $ (0.01) $ 0.00 $ 0.17 Weighted-average shares: Basic   31,794,822   17,707,287   31,781,718   16,459,623 Diluted   33,066,770   17,707,287   33,060,578   16,484,357 Dividends declared per common share $ 0.18 $ 0.18 $ 0.36 $ 0.36     Independence Realty Trust, Inc. Consolidated Balance Sheets (Dollars in thousands, except share and per share information) (unaudited)     As of As of June 30, December 31, 2015   2014 Assets: Investments in real estate: Investments in real estate at cost $ 716,581 $ 689,112 Accumulated depreciation   (31,188)   (23,376) Investments in real estate, net 685,393 665,736 Cash and cash equivalents 21,568 14,763 Restricted cash 6,335 5,206 Accounts receivable and other assets 6,689 2,270 Intangible assets, net of accumulated amortization of $7,633 and $4,346, respectively 182 3,251 Deferred costs, net of accumulated amortization of $815 and $505, respectively   2,992   2,924 Total assets $ 723,159 $ 694,150   Liabilities and Equity: Indebtedness $ 457,202 $ 418,901 Accounts payable and accrued expenses 10,922 8,353 Accrued interest payable 30 49 Dividends payable 1,982 1,982 Other liabilities   1,893   1,831 Total liabilities 472,029 431,116   Equity: Stockholders’ equity:

Preferred stock, $0.01 par value; 50,000,000 shares authorized, 0 and 0 shares issued and outstanding, respectively

-

- Common stock, $0.01 par value; 300,000,000 shares authorized, 31,933,218 and 31,800,076 shares issued and outstanding, including 124,000 and 36,000 unvested restricted common stock awards, respectively

318

318

Additional paid-in capital 267,566 267,683 Retained earnings (accumulated deficit)   (28,065)     (16,728) Total shareholders’ equity 239,819 251,273 Non-controlling interests   11,311     11,761 Total Equity   251,130     263,034 Total liabilities and equity $ 723,159   $ 694,150     Schedule I Independence Realty Trust, Inc. Reconciliation of Net income (loss) Allocable to Common Stock and Funds From Operations (“FFO”) and Core Funds From Operations (“CFFO”) (1) (Dollars in thousands, except share and per share amounts) (unaudited)                     For the Three-Month Period Ended     For the Six-Month Period Ended   June 30,       June 30,     2015       2014       2015       2014    

Amount

 

Per Share(2)

 

Amount

Per Share(3)

Amount

 

Per Share(2)

 

Amount

Per Share(3)

Funds From Operations: Net income (loss) $ 353 $ 0.01 $ (128) $ (0.01) $ 112 $ 0.00 $ 2,807 $ 0.17 Adjustments: Real estate depreciation and amortization   5,720     0.17     3,232     0.19     11,758     0.36     5,355     0.32 Funds From Operations $ 6,073   $ 0.18   $ 3,104   $ 0.18   $ 11,870   $ 0.36   $ 8,162   $ 0.49   Core Funds From Operations: Funds From Operations $ 6,073 $ 0.18 $ 3,104 $ 0.18 $ 11,870 $ 0.36 $ 8,162 $ 0.49 Adjustments: Acquisition fees and expenses 168 0.01 152 0.01 201 0.01 514 0.03 Equity based compensation 10 0.00 112 0.00 80 0.00 142 0.01 (Gains) losses on assets   -     -     -     -     -     -     (2,882)     (0.17) Core Funds From Operations $ 6,251   $ 0.19   $ 3,368   $ 0.19   $ 12,151   $ 0.37   $ 5,936   $ 0.36   (1)   IRT believes that FFO and CFFO, each of which is a non-GAAP measure, are additional appropriate measures of the operating performance of a REIT and IRT in particular. IRT computes FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts, or NAREIT, as net income or loss allocated to common stock (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.   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 acquisition expenses, expensed costs related to the issuance of shares of our common stock, gains or losses on real estate transactions and equity-based compensation expenses, from the determination of FFO. IRT incurs acquisition expenses in connection with acquisitions of real estate properties and expenses those costs when incurred in accordance with U.S. GAAP. As these expenses are one-time and reflective of investing activities rather than operating performance, IRT adds back these costs to FFO in determining CFFO.   IRT’s calculation of CFFO differs from the methodology used for calculating CFFO by certain other REITs and, accordingly, IRT’s CFFO may not be comparable to CFFO reported by other REITs. IRT’s management utilizes FFO and CFFO as measures of IRT’s operating performance, and believes they are also useful to investors, because they facilitate an understanding of IRT’s operating performance after adjustment for certain non-cash items, such as depreciation and amortization expenses, and acquisition expenses and pursuit costs that are required by GAAP to be expensed but may not necessarily be indicative of current operating performance and that may not accurately compare IRT’s operating performance between periods. Furthermore, although FFO, CFFO and other supplemental performance measures are defined in various ways throughout the REIT industry, IRT also believes that FFO and CFFO may provide IRT and our investors with an additional useful measure to compare IRT’s financial performance to certain other REITs. IRT also uses CFFO for purposes of determining the quarterly incentive fee, if any, payable to our advisor. 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. Neither FFO nor CFFO should be considered as an alternative to net income as an indicator of IRT’s operating performance or as an alternative to cash flow from operating activities as a measure of IRT’s liquidity.   (2) Based on 33,066,770 and 33,060,578 weighted-average shares outstanding-diluted for the three and six-month periods ended June 30, 2015.   (3) Based on 17,707,287 and 16,484,357 weighted-average shares outstanding-diluted for the three and six-month periods ended June 30, 2014.  

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Independence Realty Trust, Inc.Andres Viroslav, 215-243-9000aviroslav@irtreit.com