BLUEROCK RESIDENTIAL GROWTH REIT, INC. Bluerock Residential Growth REIT Announces Third Quarter 2021 Results
-Quarterly Portfolio Lease Rate Growth of 16.5% -
-October Portfolio Lease Rate Growth of 17.8% -
-Same Store Rental Revenues Increased 7.7% -
New York, NY (November 4, 2021) - Bluerock Residential Growth REIT, Inc. (NYSE American: BRG) ("the Company"), an owner of highly amenitized multifamily apartment communities, announced today its financial results for the quarter ended September 30, 2021.
"The accelerated improvement in lease growth, same store revenue and NOI growth continues to validate our strategy focusing on building a highly amenitized Class A affordable first-ring suburban portfolio in knowledge economy growth markets," said Ramin Kamfar, Company Chairman and CEO. "In addition, we increased our investment pace throughout the quarter and expect it to carryforward into the end of the year. We also sold three investments at attractive cap rates below third-party NAV estimates which generated almost $100 million in net proceeds and will produce solid returns for shareholders upon capital reinvestment."
Third Quarter Highlights
Financial Results
| - | Net income attributable to common stockholders for the third quarter of 2021 was $12.5 million or $0.45 per diluted share, as compared to net loss attributable to common stockholders of ($17.1) million or ($0.71) per diluted share in the prior year period. |
| - | Core funds from operations attributable to common stockholders and unit holders ("CFFO") was $5.4 million, or $0.15 per diluted share, compared to $5.4 million, or $0.16 per diluted share, in the prior year period. This year's results were impacted by significant planned capital on the balance sheet in the first half of the quarter and is in the process of being fully invested into an attractive pipeline of opportunities through the year end. |
Portfolio Performance
| - | Rental revenues grew 2.3% to $49.8 million from $48.7 million in the prior year period. |
| - | Property Net Operating Income ("NOI") increased 5.3% to $30.6 million from $29.1 million in the prior year period. |
| - | Same store revenues grew 7.7% and same store NOI increased 9.2%, as compared to the prior year period. |
| - | Same store average rent increased 7.1% and same store average occupancy expanded 30 basis points, as compared to the prior year period. |
| - | Blended lease rate growth was 16.5%, up 620 basis points on a sequential quarter-over-quarter basis. |
| - | September 2021 average lease growth accelerated to 17.9%, with renewals at 9.0% and new leases at 25.8%. Average lease growth was 17.8% in October. |
| - | Portfolio occupancy was 96.2% at September 30, 2021, up 110 basis points from the prior year. |
| - | Property operating margins improved 180 basis points to 61.6% compared to 59.8% in the prior year period. |
Portfolio Activity
| - | Consolidated real estate investments, at cost, were approximately $2.1 billion. |
| - | Invested $83 million in operating assets with investment across multiple tranches of the capital structure. |
| - | Invested $33 million of preferred equity into unconsolidated operating properties. |
| - | Committed $68 million for four new preferred equity investments in development properties, of which $8 million has been funded. |
| - | Funded $8 million for seven existing preferred equity and mezzanine loan investments. |
| - | Sold two operating assets and one development property for $228 million with net proceeds of $100 million. |
| - | Completed 368 value-add unit upgrades during the quarter achieving an average 20.8% ROI through an average monthly rent premium of $137 per unit. |
| - | Subsequent to quarter end, we closed additional investments totaling $28 million in BRG equity. |
Balance Sheet and Market Activity
| - | $300.7 million of unrestricted cash and availability under revolving credit facilities and $1.3 billion of indebtedness outstanding as of September 30, 2021. |
| - | Paid quarterly dividend of $0.1625 in cash per share of common stock. |
| - | Raised $115 million through the continuous registered Series T Preferred Stock offering with the issuance of 4.6 million shares at $25.00 per share. |
| - | Redeemed 673 shares of Series B Preferred Stock through the issuance of 58,552 shares of Class A common stock at an average price of $11.49 per share. Redeemed 24,476 shares of Series T Preferred Stock through the issuance of 54,170 shares of Class A common stock at an average price of $11.30 per share. |
| - | Repurchased 2,977,477 shares of Class A common stock during the quarter at an average price of $11.34 per share. |
Included later in this release are definitions of NOI, CFFO and other Non-GAAP financial measures and reconciliations of such measures to their most comparable financial measures as calculated and presented under GAAP.
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Third Quarter 2021 Financial Results
Net income attributable to common stockholders for the third quarter of 2021 was $12.5 million, compared to net loss attributable to common stockholders of ($17.1) million in the prior year period. Net income in 2021 was positively impacted by gain on sales of real estate investments. Net income attributable to common stockholders included non-cash expenses of $19.3 million or $0.73 per share in the third quarter of 2021 compared to $19.4 million or $0.79 per share for the prior year period.
CFFO for the third quarter of 2021 was $5.4 million, or $0.15 per diluted share, compared to $5.4 million, or $0.16 per diluted share, in the prior year period. CFFO was positively impacted by an increase in property NOI of $1.6 million, an increase in preferred returns of $0.4 million, and a reduction in interest expense of $0.3 million. This was primarily offset by a year-over-year reduction of $0.9 million in interest income from mezzanine loan and ground lease investments, $0.4 million in general and administrative expenses, and preferred stock dividend increase of $0.8 million.
Total Portfolio Performance
| $ In thousands, except average rental rates | 3Q21 | 3Q20 | Variance | YTD21 | YTD20 | Variance | ||||||||||||||||||||||||
| Total Revenues (1) | $ | 53,796 | $ | 54,589 | (1.5 | )% | $ | 163,434 | $ | 163,862 | (0.3 | )% | ||||||||||||||||||
| Property Operating Expenses | $ | 19,138 | $ | 19,571 | (2.2 | )% | $ | 57,978 | $ | 57,441 | 0.9 | % | ||||||||||||||||||
| NOI | $ | 30,645 | $ | 29,095 | 5.3 | % | $ | 92,608 | $ | 89,272 | 3.7 | % | ||||||||||||||||||
| Operating Margin | 61.6 | % | 59.8 | % | 180 | bps | 61.5 | % | 60.8 | % | 70 | bps | ||||||||||||||||||
| Average Occupancy Percentage | 95.8 | % | 95.1 | % | 70 | bps | 95.6 | % | 94.6 | % | 100 | bps | ||||||||||||||||||
| Average Rental Rate | $ | 1,384 | $ | 1,319 | 4.9 | % | $ | 1,350 | $ | 1,326 | 1.8 | % |
(1) Including interest income from loan and ground lease investments.
For the third quarter of 2021, property revenues increased by 2.3% compared to the same prior year period. Total portfolio NOI was $30.6 million, an increase of $1.6 million, or 5.3%, compared to the same period in the prior year. Property NOI margins were 61.6% for the quarter, compared to 59.8% in the prior year quarter.
Same Store Portfolio Performance
| $ In thousands, except average rental rates | 3Q21 | 3Q20 | Variance | YTD21 | YTD20 | Variance | ||||||||||||||||||||||||
| Revenues | $ | 40,011 | $ | 37,138 | 7.7 | % | $ | 113,222 | $ | 107,479 | 5.3 | % | ||||||||||||||||||
| Property Operating Expenses | $ | 15,422 | $ | 14,620 | 5.5 | % | $ | 43,306 | $ | 41,089 | 5.4 | % | ||||||||||||||||||
| NOI | $ | 24,589 | $ | 22,518 | 9.2 | % | $ | 69,916 | $ | 66,390 | 5.3 | % | ||||||||||||||||||
| Operating Margin | 61.5 | % | 60.6 | % | 90 | bps | 61.8 | % | 61.8 | % | 0 | bps | ||||||||||||||||||
| Average Occupancy Percentage | 95.5 | % | 95.2 | % | 30 | bps | 95.5 | % | 94.7 | % | 80 | bps | ||||||||||||||||||
| Average Rental Rate | $ | 1,410 | $ | 1,317 | 7.1 | % | $ | 1,366 | $ | 1,319 | 3.6 | % |
The Company's same store portfolio for the quarter ended September 30, 2021 included 25 properties. For the third quarter of 2021, same store NOI was $24.6 million, an increase of $2.1 million, or 9.2%, compared to the 2020 period. Same store property revenues grew by 7.7% compared to the 2020 period, primarily driven by a 7.1% increase in average rental rates and a 30-basis point increase in occupancy; all of the Company's 25 same store properties recognized rental rate increases and 14 recognized occupancy increases during the period. In addition, ancillary income, such as termination fees and late fees, increased $0.3 million.
Same store expenses increased 5.5%, or $0.8 million, partially due to non-controllable real estate tax increase of $0.2 million and insurance expense increase of $0.1 million due to industrywide multifamily insurance price increases. The remaining increase was due to a $0.2 million increase in repairs and maintenance and an increase of $0.3 million in administrative and marketing expenses.
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Renovation Activity
The Company completed 368 value-add unit upgrades during the third quarter of 2021 achieving an average 20.8% ROI through an average monthly rent premium of $137 per unit. Since inception, the Company has completed 3,643 value-add unit upgrades at an average cost of $6,249 per unit and achieved an average monthly rental rate increase of $121 per unit, equating to an average 23.2% ROI on all unit upgrades leased as of September 30, 2021. The Company has identified approximately 5,096 remaining units within the existing portfolio for value-add upgrades with similar projected economics to the completed renovations.
Dividend
Through September 30, 2021, the Board of Directors has authorized, and the Company has declared, quarterly cash dividends as reflected in the following table.
Declaration Date | Payable to stockholders of record as of | Amount | Date Paid or Payable | |||||
| Class A Common Stock | ||||||||
| June 11, 2021 | June 25, 2021 | $ | 0.162500 | July 2, 2021 | ||||
| September 10, 2021 | September 24, 2021 | $ | 0.162500 | October 5, 2021 | ||||
| Class C Common Stock | ||||||||
| June 11, 2021 | June 25, 2021 | $ | 0.162500 | July 2, 2021 | ||||
| September 10, 2021 | September 24, 2021 | $ | 0.162500 | October 5, 2021 | ||||
| Series B Preferred Stock | ||||||||
| April 12, 2021 | June 25, 2021 | $ | 5.00 | July 2, 2021 | ||||
| July 12, 2021 | July 23, 2021 | $ | 5.00 | August 5, 2021 | ||||
| July 12, 2021 | August 25, 2021 | $ | 5.00 | September 3, 2021 | ||||
| July 12, 2021 | September 24, 2021 | $ | 5.00 | October 5, 2021 | ||||
| Series C Preferred Stock | ||||||||
| June 11, 2021 | June 25, 2021 | $ | 0.4765625 | July 2, 2021 | ||||
| September 10, 2021 | September 24, 2021 | $ | 0.4765625 | October 5, 2021 | ||||
| Series D Preferred Stock | ||||||||
| June 11, 2021 | June 25, 2021 | $ | 0.4453125 | July 2, 2021 | ||||
| September 10, 2021 | September 24, 2021 | $ | 0.4453125 | October 5, 2021 | ||||
| Series T Preferred Stock (1) | ||||||||
| April 12, 2021 | June 25, 2021 | $ | 0.128125 | July 2, 2021 | ||||
| July 12, 2021 | July 23, 2021 | $ | 0.128125 | August 5, 2021 | ||||
| July 12, 2021 | August 25, 2021 | $ | 0.128125 | September 3, 2021 | ||||
| July 12, 2021 | September 24, 2021 | $ | 0.128125 | October 5, 2021 |
| (1) | Shares of newly issued Series T Preferred Stock that are held only a portion of the applicable monthly dividend period receive a prorated dividend based on the actual number of days in the applicable dividend period during which each such share of Series T Preferred Stock was outstanding. |
2021 Guidance
The Company is reaffirming its prior 2021 CFFO guidance. Based on the Company's current outlook and market conditions, the Company anticipates 2021 CFFO in the range of $0.65 to $0.70 per share. For additional guidance details underlying earnings guidance, please see page 35 of Company's Third Quarter 2021 Earnings Supplement available under the Investors section on the Company's website (www.bluerockresidential.com).
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Conference Call
All interested parties can listen to the live conference call at 11:00 AM ET on Thursday, November 4, 2021 by dialing +1 (866) 843-0890 within the U.S., or +1 (412) 317-6597, and requesting the "Bluerock Residential Conference."
For those who are not available to listen to the live call, the conference call will be available for replay on the Company's website two hours after the call concludes, and will remain available until December 4, 2021 at https://services.choruscall.com/mediaframe/webcast.html?webcastid=zZxaUQU8, as well as by dialing +1 (877) 344-7529 in the U.S., or +1 (412) 317-0088 internationally, and requesting conference number 10159493.
The full text of this Earnings Release and additional Supplemental Information is available in the Investors section on the Company's website at http://www.bluerockresidential.com.
About Bluerock Residential Growth REIT, Inc.
Bluerock Residential Growth REIT, Inc. (NYSE American: BRG) is a real estate investment trust that focuses on developing and acquiring a diversified portfolio of primarily affordable Class A highly amenitized live/work/play apartment communities in demographically attractive knowledge economy growth markets to appeal to the renter by choice. The Company's objective is to generate value through off-market/relationship-based transactions and, at the asset level, through value add improvements to properties and operations. BRG has elected to be taxed as a real estate investment trust (REIT) for U.S. federal income tax purposes.
For more information, please visit the Company's website at www.bluerockresidential.com.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are based upon the Company's present expectations, but these statements are not guaranteed to occur. Furthermore, the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. Investors should not place undue reliance upon forward-looking statements. Although the Company believes that the expectations reflected in these forward-looking statements are based on reasonable assumptions, the Company's actual results and performance could differ materially from those set forth in these forward-looking statements due to numerous factors. Currently, one of the most significant factors is the potential adverse effect of the COVID-19 pandemic on the financial condition, results of operations, cash flows and performance of the Company and its tenants, partners and employees, as well as the real estate market and the global economy and financial markets. The extent to which COVID-19 impacts the Company and its tenants, partners and employees will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact (including governmental actions that may vary by jurisdiction, such as mandated business closing; stay-at-home orders; limits on group activity; and actions to protect residential tenants from eviction), and the direct and indirect economic effects of the pandemic and containment measures, including national and local employment rates and the corresponding impact on the Company's tenants' ability to pay their rent on time or at all, among others. For further discussion of the factors that could affect outcomes, please refer to the risk factors set forth in Item 1A of the Company's Annual Report on Form 10-K filed by the Company with the U.S. Securities and Exchange Commission ("SEC") on February 23, 2021, and subsequent filings by the Company with the SEC. We claim the safe harbor protection for forward looking statements contained in the Private Securities Litigation Reform Act of 1995.
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Portfolio Summary
The following is a summary of our operating real estate and preferred equity/loan/ground lease investments as of September 30, 2021:
| Name | Location | Number of Units | Year Built/ Renovated (1) | Ownership Interest | Average Rent (2) |
% Occupied (3) | ||||||||||||||||
| Consolidated Operating Investments: | ||||||||||||||||||||||
| Multifamily | ||||||||||||||||||||||
| ARIUM Glenridge | Atlanta, GA | 480 | 1990 | 90 | % | $ | 1,408 | 93.5 | % | |||||||||||||
| ARIUM Westside | Atlanta, GA | 336 | 2008 | 90 | % | 1,566 | 94.9 | % | ||||||||||||||
| Ashford Belmar | Lakewood, CO | 512 | 1988/1993 | 85 | % | 1,732 | 95.9 | % | ||||||||||||||
| Avenue 25 | Phoenix, AZ | 254 | 2013 | 100 | % | 1,351 | 94.1 | % | ||||||||||||||
| Burano Hunter's Creek, formerly ARIUM Hunter's Creek | Orlando, FL | 532 | 1999 | 100 | % | 1,471 | 95.7 | % | ||||||||||||||
| Carrington at Perimeter Park | Morrisville, NC | 266 | 2007 | 100 | % | 1,330 | 97.4 | % | ||||||||||||||
| Chattahoochee Ridge | Atlanta, GA | 358 | 1996 | 90 | % | 1,453 | 97.5 | % | ||||||||||||||
| Chevy Chase | Austin, TX | 320 | 1971 | 92 | % | 1,008 | 98.8 | % | ||||||||||||||
| Cielo on Gilbert | Mesa, AZ | 432 | 1985 | 90 | % | 1,178 | 97.0 | % | ||||||||||||||
| Citrus Tower | Orlando, FL | 336 | 2006 | 97 | % | 1,436 | 95.2 | % | ||||||||||||||
| Denim | Scottsdale, AZ | 645 | 1979 | 100 | % | 1,344 | 96.1 | % | ||||||||||||||
| Elan | Austin, TX | 270 | 2007 | 100 | % | 1,192 | 97.0 | % | ||||||||||||||
| Element | Las Vegas, NV | 200 | 1995 | 100 | % | 1,365 | 94.5 | % | ||||||||||||||
| Falls at Forsyth | Cumming, GA | 356 | 2019 | 100 | % | 1,491 | 98.3 | % | ||||||||||||||
| Gulfshore Apartment Homes | Naples, FL | 368 | 2016 | 100 | % | 1,347 | 98.4 | % | ||||||||||||||
| Outlook at Greystone | Birmingham, AL | 300 | 2007 | 100 | % | 1,196 | 95.7 | % | ||||||||||||||
| Pine Lakes Preserve | Port St. Lucie, FL | 320 | 2003 | 100 | % | 1,524 | 95.9 | % | ||||||||||||||
| Providence Trail | Mount Juliet, TN | 334 | 2007 | 100 | % | 1,355 | 97.9 | % | ||||||||||||||
| Roswell City Walk | Roswell, GA | 320 | 2015 | 98 | % | 1,705 | 97.2 | % | ||||||||||||||
| Sands Parc | Daytona Beach, FL | 264 | 2017 | 100 | % | 1,455 | 98.5 | % | ||||||||||||||
| The Brodie | Austin, TX | 324 | 2001 | 100 | % | 1,392 | 96.0 | % | ||||||||||||||
| The Debra Metrowest, formerly ARIUM Metrowest | Orlando, FL | 510 | 2001 | 100 | % | 1,477 | 95.5 | % | ||||||||||||||
| The Links at Plum Creek | Castle Rock, CO | 264 | 2000 | 88 | % | 1,531 | 95.1 | % | ||||||||||||||
| The Mills | Greenville, SC | 304 | 2013 | 100 | % | 1,099 | 98.7 | % | ||||||||||||||
| The Preserve at Henderson Beach | Destin, FL | 340 | 2009 | 100 | % | 1,665 | 95.9 | % | ||||||||||||||
| The Sanctuary | Las Vegas, NV | 320 | 1988 | 100 | % | 1,232 | 93.1 | % | ||||||||||||||
| Veranda at Centerfield | Houston, TX | 400 | 1999 | 93 | % | 1,062 | 94.5 | % | ||||||||||||||
| Villages of Cypress Creek | Houston, TX | 384 | 2001 | 80 | % | 1,222 | 96.4 | % | ||||||||||||||
| Wesley Village | Charlotte, NC | 301 | 2010 | 100 | % | 1,429 | 95.7 | % | ||||||||||||||
| Windsor Falls | Raleigh, NC | 276 | 1994 | 100 | % | 1,170 | 95.3 | % | ||||||||||||||
| Total Units | 10,626 |
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| Single-Family Residential (4) | Market |
Number of Homes |
Average Year Built | |||||||||||||||||||
| Granbury | Granbury, TX | 36 | 2020-2021 | 80 | % | 1,556 | 97.2 | % | ||||||||||||||
| Indy | Indianapolis, IN | 44 | 1958 | 60 | % | 753 | 88.6 | % | ||||||||||||||
| Lubbock | Lubbock, TX | 60 | 1955 | 80 | % | 969 | 93.3 | % | ||||||||||||||
| Navigator Villas | Pasco, WA | 176 | 2013 | 90 | % | 1,215 | 97.2 | % | ||||||||||||||
| Springfield | Springfield, MO | 290 | 2004 | 60 | % | 1,126 | 96.2 | % | ||||||||||||||
| Springtown | Springtown, TX | 70 | 1991 | 80 | % | 1,216 | 100.0 | % | ||||||||||||||
| Texarkana | Texarkana, TX | 29 | 1967 | 80 | % | 940 | 93.1 | % | ||||||||||||||
| Wayford at Concord | Concord, NC | 150 | 2019 | 83 | % | 1,868 | 98.0 | % | ||||||||||||||
| Yauger Park Villas | Olympia, WA | 80 | 2010 | 95 | % | 2,043 | 97.5 | % | ||||||||||||||
| Total Homes | 935 | |||||||||||||||||||||
| Total/Average Consolidated Operating Investments | 11,561 | $ | 1,384 | (5) | 96.2 | % |
| Preferred Equity/Loan/Ground Lease Investments: | ||||||||
| Multifamily | ||||||||||||||||||||||
| Alexan CityCentre | Houston, TX | 340 | $ | 1,628 | ||||||||||||||||||
| Avondale Hills | Decatur, GA | 240 | 1,538 | |||||||||||||||||||
| Belmont Crossing | Smyrna, GA | 192 | 924 | |||||||||||||||||||
| Chandler | Chandler, AZ | 208 | 1,457 | |||||||||||||||||||
| Deercross | Indianapolis, IN | 372 | 771 | |||||||||||||||||||
| Deerwood Apartments | Houston, TX | 330 | 1,590 | |||||||||||||||||||
| Domain at The One Forty | Garland, TX | 299 | 1,416 | |||||||||||||||||||
| Georgetown Crossing | Savannah, GA | 168 | 1,105 | |||||||||||||||||||
| Hunter's Pointe | Pensacola, FL | 204 | 1,009 | |||||||||||||||||||
| Lower Broadway | San Antonio, TX | 386 | 1,769 | |||||||||||||||||||
| Motif | Fort Lauderdale, FL | 385 | 2,263 | |||||||||||||||||||
| Orange City Apartments | Orange City, FL | 298 | 1,457 | |||||||||||||||||||
| Park on the Square | Pensacola, FL | 240 | 1,233 | |||||||||||||||||||
| Renew 3030 | Mesa, AZ | 126 | 1,098 | |||||||||||||||||||
| Reunion Apartments | Orlando, FL | 280 | 1,366 | |||||||||||||||||||
| Sierra Terrace | Atlanta, GA | 135 | 1,292 | |||||||||||||||||||
| Sierra Village | Atlanta, GA | 154 | 1,254 | |||||||||||||||||||
| Spring Parc | Dallas, TX | 304 | 953 | |||||||||||||||||||
| The Commons | Jacksonville, FL | 328 | 933 | |||||||||||||||||||
| The Crossings at Dawsonville | Dawsonville, GA | 216 | 1,447 | |||||||||||||||||||
| The Hartley at Blue Hill, formerly The Park at Chapel Hill | Chapel Hill, NC | 414 | 1,599 | |||||||||||||||||||
| The Reserve at Palmer Ranch | Sarasota, FL | 320 | 1,448 | |||||||||||||||||||
| The Riley | Richardson, TX | 262 | 1,485 | |||||||||||||||||||
| Thornton Flats | Austin, TX | 104 | 1,628 | |||||||||||||||||||
| Water's Edge | Pensacola, FL | 184 | 1,214 | |||||||||||||||||||
| Wayford at Innovation Park | Charlotte, NC | 210 | 1,994 | |||||||||||||||||||
| Zoey | Austin, TX | 307 | 1,762 | |||||||||||||||||||
| Total Units | 7,006 |
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| Single-Family Residential | ||||||||||||||||||||||
| Corpus | Corpus Christi, TX | 81 | 1,146 | |||||||||||||||||||
| Jolin | Weatherford, TX | 24 | 1,360 | |||||||||||||||||||
| Peak Housing | Various (6) | 474 | 968 | |||||||||||||||||||
| The Cottages at Myrtle Beach | Myrtle Beach, SC | 294 | 1,743 | |||||||||||||||||||
| The Cottages of Port St. Lucie | Port St. Lucie, FL | 286 | 2,133 | |||||||||||||||||||
| Willow Park | Willow Park, TX | 46 | 2,362 | |||||||||||||||||||
| Total Homes | 1,205 | |||||||||||||||||||||
| Total/Average Preferred Equity/Loan/Ground Lease Investments | 8,211 | $ | 1,440 | (7) | ||||||||||||||||||
| Total/Average Portfolio | 19,772 | $ | 1,407 | (8) |
| (1) | Represents date of last significant renovation or year built if no renovations. | |||||||||||||||
| (2) | For operating investments, represents the average effective monthly rent per occupied unit for the three months ended September 30, 2021. For development investments, represents the average pro forma effective monthly rent per occupied unit for all expected occupied units upon stabilization. | |||||||||||||||
| (3) | Percent occupied is calculated as (i) the number of units occupied as of September 30, 2021, divided by (ii) total number of units, expressed as a percentage. | |||||||||||||||
| (4) | Single-Family Residential includes single-family residential homes and attached townhomes/flats. | |||||||||||||||
| (5) | The average effective monthly rent including sold properties was $1,384 for the three months ended September 30, 2021. | |||||||||||||||
| (6) | Peak Housing includes portfolios of homes located in Indiana, Missouri and Texas. | |||||||||||||||
| (7) | The average effective monthly rent including sold properties was $1,434 for the three months ended September 30, 2021. | |||||||||||||||
| (8) | The average effective monthly rent including sold properties was $1,405 for the three months ended September 30, 2021. | |||||||||||||||
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Consolidated Statement of Operations
For the Three and Nine Months Ended September 30, 2021 and 2020
(Unaudited and dollars in thousands except for share and per share data)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Revenues | ||||||||||||||||
| Rental and other property revenues | $ | 49,783 | $ | 48,666 | $ | 150,586 | $ | 146,713 | ||||||||
| Interest income from loan and ground lease investments | 4,013 | 5,923 | 12,848 | 17,149 | ||||||||||||
| Total revenues | 53,796 | 54,589 | 163,434 | 163,862 | ||||||||||||
| Expenses | ||||||||||||||||
| Property operating | 19,138 | 19,571 | 57,978 | 57,441 | ||||||||||||
| Property management fees | 1,259 | 1,231 | 3,787 | 3,719 | ||||||||||||
| General and administrative | 6,856 | 5,901 | 20,097 | 17,575 | ||||||||||||
| Acquisition and pursuit costs | 413 | 2,242 | 428 | 3,933 | ||||||||||||
| Weather-related losses, net | 140 | - | 540 | - | ||||||||||||
| Depreciation and amortization | 19,204 | 19,216 | 59,454 | 60,206 | ||||||||||||
| Total expenses | 47,010 | 48,161 | 142,284 | 142,874 | ||||||||||||
| Operating income | 6,786 | 6,428 | 21,150 | 20,988 | ||||||||||||
| Other income (expense) | ||||||||||||||||
| Other income | 208 | 60 | 418 | 119 | ||||||||||||
| Preferred returns on unconsolidated real estate joint ventures | 3,322 | 2,963 | 7,938 | 8,213 | ||||||||||||
| Provision for credit losses | (17 | ) | - | (584 | ) | - | ||||||||||
| Gain on sale of real estate investments | 48,943 | - | 137,285 | 58,096 | ||||||||||||
| Loss on extinguishment of debt and debt modification costs | (3,053 | ) | - | (6,740 | ) | (13,985 | ) | |||||||||
| Interest expense, net | (12,755 | ) | (13,520 | ) | (40,050 | ) | (42,294 | ) | ||||||||
| Total other income (expense) | 36,648 | (10,497 | ) | 98,267 | 10,149 | |||||||||||
| Net income (loss) | 43,434 | (4,069 | ) | 119,417 | 31,137 | |||||||||||
| Preferred stock dividends | (15,772 | ) | (15,003 | ) | (44,756 | ) | (42,787 | ) | ||||||||
| Preferred stock accretion | (4,840 | ) | (4,451 | ) | (19,152 | ) | (11,978 | ) | ||||||||
| Net income (loss) attributable to noncontrolling interests | ||||||||||||||||
| Operating Partnership units | 4,994 | (6,270 | ) | 13,176 | (6,679 | ) | ||||||||||
| Partially owned properties | 5,284 | (195 | ) | 11,637 | 1,512 | |||||||||||
| Net income (loss) attributable to noncontrolling interests | 10,278 | (6,465 | ) | 24,813 | (5,167 | ) | ||||||||||
| Net income (loss) attributable to common stockholders | $ | 12,544 | $ | (17,058 | ) | $ | 30,696 | $ | (18,461 | ) | ||||||
| Net income (loss) per common share - Basic | $ | 0.46 | $ | (0.71 | ) | $ | 1.14 | $ | (0.80 | ) | ||||||
| Net income (loss) per common share - Diluted | $ | 0.45 | $ | (0.71 | ) | $ | 1.13 | $ | (0.80 | ) | ||||||
| Weighted average basic common shares outstanding | 26,567,269 | 24,566,196 | 25,941,571 | 24,321,282 | ||||||||||||
| Weighted average diluted common shares outstanding | 26,795,507 | 24,566,196 | 26,032,592 | 24,321,282 |
9
Consolidated Balance Sheets
Third Quarter 2021
(Unaudited and dollars in thousands except for share and per share amounts)
| September 30, 2021 |
December 31, 2020 | |||||||
| ASSETS | ||||||||
| Net Real Estate Investments | ||||||||
| Land | $ | 263,361 | $ | 279,481 | ||||
| Buildings and improvements | 1,772,822 | 1,889,471 | ||||||
| Furniture, fixtures and equipment | 84,221 | 78,438 | ||||||
| Total Gross Real Estate Investments | 2,120,404 | 2,247,390 | ||||||
| Accumulated depreciation | (205,124 | ) | (186,426 | ) | ||||
| Total Net Operating Real Estate Investments | 1,915,280 | 2,060,964 | ||||||
| Operating real estate held for sale, net | - | 36,213 | ||||||
| Total Net Real Estate Investments | 1,915,280 | 2,097,177 | ||||||
| Cash and cash equivalents | 163,349 | 83,868 | ||||||
| Restricted cash | 35,483 | 35,093 | ||||||
| Notes and accrued interest receivable, net | 179,395 | 157,734 | ||||||
| Due from affiliates | 682 | 339 | ||||||
| Accounts receivable, prepaids and other assets, net | 43,315 | 29,502 | ||||||
| Preferred equity investments and investments in unconsolidated real estate joint ventures, net | 127,421 | 83,485 | ||||||
| In-place lease intangible assets, net | 1,748 | 2,594 | ||||||
| Non-real estate assets associated with operating real estate held for sale | - | 145 | ||||||
| Total Assets | $ | 2,466,673 | $ | 2,489,937 | ||||
| LIABILITIES, REDEEMABLE PREFERRED STOCK AND EQUITY | ||||||||
| Mortgages payable | $ | 1,341,241 | $ | 1,490,932 | ||||
| Mortgages payable associated with operating real estate held for sale | - | 38,773 | ||||||
| Revolving credit facilities | - | 33,000 | ||||||
| Accounts payable | 2,073 | 1,317 | ||||||
| Other accrued liabilities | 44,254 | 31,025 | ||||||
| Due to affiliates | 595 | 618 | ||||||
| Distributions payable | 14,177 | 13,421 | ||||||
| Liabilities associated with operating real estate held for sale | - | 383 | ||||||
| Total Liabilities | 1,402,340 | 1,609,469 | ||||||
| 8.250% Series A Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, 10,875,000 shares authorized; no shares and 2,201,547 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | - | 54,332 | ||||||
| 6.000% Series B Redeemable Preferred Stock, liquidation preference $1,000 per share, 1,225,000 shares authorized; 359,925 and 513,489 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 328,781 | 469,907 | ||||||
| 7.625% Series C Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, 4,000,000 shares authorized; 2,295,845 shares issued and outstanding as of September 30, 2021 and December 31, 2020 | 56,728 | 56,462 | ||||||
| 6.150% Series T Redeemable Preferred Stock, liquidation preference $25.00 per share, 32,000,000 shares authorized; 22,920,168 and 9,717,917 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 520,704 | 219,967 | ||||||
| Equity | ||||||||
| Stockholders' Equity | ||||||||
| Preferred stock, $0.01 par value, 197,900,000 shares authorized; no shares issued and outstanding | - | - | ||||||
| 7.125% Series D Cumulative Preferred Stock, liquidation preference $25.00 per share, 4,000,000 shares authorized; 2,774,338 shares issued and outstanding as of September 30, 2021 and December 31, 2020 | 66,867 | 66,867 | ||||||
| Common stock - Class A, $0.01 par value, 747,509,582 shares authorized; 26,120,780 and 22,020,950 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 261 | 220 | ||||||
| Common stock - Class C, $0.01 par value, 76,603 shares authorized; 76,603 shares issued and outstanding as of September 30, 2021 and December 31, 2020 | 1 | 1 | ||||||
| Additional paid-in-capital | 339,815 | 304,710 | ||||||
| Distributions in excess of cumulative earnings | (295,672 | ) | (313,392 | ) | ||||
| Total Stockholders' Equity | 111,272 | 58,406 | ||||||
| Noncontrolling Interests | ||||||||
| Operating Partnership units | 15,730 | (3,272 | ) | |||||
| Partially owned properties | 31,118 | 24,666 | ||||||
| Total Noncontrolling Interests | 46,848 | 21,394 | ||||||
| Total Equity | 158,120 | 79,800 | ||||||
| TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK AND EQUITY | $ | 2,466,673 | $ | 2,489,937 |
10
Non-GAAP Financial Measures
The foregoing supplemental financial data includes certain non-GAAP financial measures that we believe are helpful in understanding our business and performance, as further described below. Our definition and calculation of these non-GAAP financial measures may differ from those of other REITs, and may, therefore, not be comparable.
Funds from Operations and Core Funds from Operations
We believe that funds from operations ("FFO"), as defined by the National Association of Real Estate Investment Trusts ("NAREIT") and core funds from operations ("CFFO") are important non-GAAP supplemental measures of operating performance for a REIT.
FFO attributable to common stockholders and unit holders is a non-GAAP financial measure that is widely recognized as a measure of REIT operating performance. We consider FFO to be an appropriate supplemental measure of our operating performance as it is based on a net income analysis of property portfolio performance that excludes non-cash items such as depreciation. The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time. Since real estate values historically rise and fall with market conditions, presentations of operating results for a REIT, using historical accounting for depreciation, could be less informative. We define FFO, consistent with the NAREIT definition, as net income (loss), computed in accordance with GAAP, excluding gains or losses on sales of depreciable real estate property, plus depreciation and amortization of real estate assets, plus impairment write-downs of certain real estate assets and investments in entities where the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for notes receivable, unconsolidated partnerships and joint ventures will be calculated to reflect FFO on the same basis.
CFFO makes certain adjustments to FFO, removing the effect of items that do not reflect ongoing property operations such as acquisition expenses, non-cash interest expense, unrealized gains and losses on derivatives, losses on extinguishment of debt and debt modification costs (includes prepayment penalties incurred and the write-off of unamortized deferred financing costs and fair market value adjustments of assumed debt), one-time weather-related costs, non-cash equity compensation and preferred stock accretion. Commencing in 2020, we do not deduct the accrued portion of the preferred income on our preferred equity investments from FFO to determine CFFO as the income is deemed fully collectible. The accrued portion of the preferred income totaled $1.9 million and $0.4 million, and $4.6 million and $1.2 million for the three and nine months ended September 30, 2021 and 2020, respectively. We believe that CFFO is helpful to investors as a supplemental performance measure because it excludes the effects of certain items which can create significant earnings volatility, but which do not directly relate to our core recurring property operations. As a result, we believe that CFFO can help facilitate comparisons of operating performance between periods and provides a more meaningful predictor of future earnings potential.
Our calculation of CFFO differs from the methodology used for calculating CFFO by certain other REITs and, accordingly, our CFFO may not be comparable to CFFO reported by other REITs. Our management utilizes FFO and CFFO as measures of our operating performance after adjustment for certain non-cash items, such as depreciation and amortization expenses, and acquisition 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 our operating performance between periods. Furthermore, although FFO and CFFO and other supplemental performance measures are defined in various ways throughout the REIT industry, we also believe that FFO and CFFO may provide us and our stockholders with an additional useful measure to compare our financial performance to certain other REITs.
11
Neither FFO nor CFFO is equivalent to net income (loss), including net income (loss) attributable to common stockholders, 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 (loss), including net income (loss) attributable to common stockholders, as an indicator of our operating performance or as an alternative to cash flow from operating activities as a measure of our liquidity.
We have acquired twelve operating investments, made fifteen investments through preferred equity or loans, sold eight operating investments and received payoffs of our loan or preferred equity in eight investments subsequent to September 30, 2020. The results presented in the table below are not directly comparable and should not be considered an indication of our future operating performance.
The table below reconciles our calculations of FFO and CFFO to net income (loss), the most directly comparable GAAP financial measure, for the three and nine months ended September 30, 2021 and 2020 (in thousands, except per share amounts):
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Net income (loss) attributable to common stockholders | $ | 12,544 | $ | (17,058 | ) | $ | 30,696 | $ | (18,461 | ) | ||||||
| Add back: Net income (loss) attributable to Operating Partnership Units | 4,994 | (6,270 | ) | 13,176 | (6,679 | ) | ||||||||||
| Net income (loss) attributable to common stockholders and unit holders | 17,538 | (23,328 | ) | 43,872 | (25,140 | ) | ||||||||||
| Common stockholders and Operating Partnership Units pro-rata share of: | ||||||||||||||||
| Real estate depreciation and amortization | 18,187 | 18,309 | 56,627 | 57,353 | ||||||||||||
| Provision for credit losses | 17 | - | 584 | - | ||||||||||||
| Gain on sale of real estate investments | (43,359 | ) | - | (124,416 | ) | (55,360 | ) | |||||||||
| FFO Attributable to Common Stockholders and Unit Holders | (7,617 | ) | (5,019 | ) | (23,333 | ) | (23,147 | ) | ||||||||
| Common stockholders and Operating Partnership Units pro-rata share of: | ||||||||||||||||
| Acquisition and pursuit costs | 413 | 2,242 | 428 | 3,933 | ||||||||||||
| Non-cash interest expense | 363 | 731 | 1,517 | 2,323 | ||||||||||||
| Unrealized loss on derivatives | 41 | 98 | 31 | 67 | ||||||||||||
| Loss on extinguishment of debt and debt modification costs | 2,975 | - | 6,148 | 13,590 | ||||||||||||
| Amortization of deferred interest income on mezzanine loan | 984 | - | 1,981 | - | ||||||||||||
| Weather-related losses, net | 140 | - | 500 | - | ||||||||||||
| Non-real estate depreciation and amortization | 122 | 122 | 365 | 364 | ||||||||||||
| Other income, net | (216 | ) | (52 | ) | (168 | ) | (49 | ) | ||||||||
| Non-cash equity compensation | 3,395 | 2,850 | 10,184 | 8,589 | ||||||||||||
| Preferred stock accretion | 4,840 | 4,451 | 19,152 | 11,978 | ||||||||||||
| CFFO Attributable to Common Stockholders and Unit Holders | $ | 5,440 | $ | 5,423 | $ | 16,805 | $ | 17,648 | ||||||||
| Per Share and Unit Information: | ||||||||||||||||
| FFO Attributable to Common Stockholders and Unit Holders - diluted | $ | (0.20 | ) | $ | (0.15 | ) | $ | (0.64 | ) | $ | (0.70 | ) | ||||
| CFFO Attributable to Common Stockholders and Unit Holders - diluted | $ | 0.15 | $ | 0.16 | $ | 0.46 | $ | 0.53 | ||||||||
| Weighted average common shares and units outstanding - diluted | 37,461,558 | 33,688,877 | 36,360,295 | 33,187,360 |
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Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate ("EBITDAre")
NAREIT defines earnings before interest, taxes, depreciation and amortization for real estate ("EBITDAre") (September 2017 White Paper) as net income (loss), computed in accordance with GAAP, before interest expense, income taxes, depreciation and amortization expense, and further adjusted for gains and losses from sales of depreciated operating properties, and impairment write-downs of depreciated operating properties.
We consider EBITDAre to be an appropriate supplemental measure of our performance because it eliminates depreciation, income taxes, interest and non-recurring items, which permits investors to view income from operations unobscured by non-cash items such as depreciation, amortization, the cost of debt or non-recurring items.
Adjusted EBITDAre represents EBITDAre further adjusted for non-comparable items and it is not intended to be a measure of free cash flow for our management's discretionary use, as it does not consider certain cash requirements such as income tax payments, debt service requirements, capital expenditures and other fixed charges.
EBITDAre and Adjusted EBITDAre are not recognized measurements under GAAP. Because not all companies use identical calculations, our presentation of EBITDAre and Adjusted EBITDAre may not be comparable to similarly titled measures of other companies.
Below is a reconciliation of net income (loss) attributable to common stockholders to EBITDAre and Adjusted EBITDAre (unaudited and dollars in thousands).
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Net income (loss) attributable to common stockholders | $ | 12,544 | $ | (17,058 | ) | $ | 30,696 | $ | (18,461 | ) | ||||||
| Net income (loss) attributable to noncontrolling interests | 10,278 | (6,465 | ) | 24,813 | (5,167 | ) | ||||||||||
| Preferred stock dividends | 15,772 | 15,003 | 44,756 | 42,787 | ||||||||||||
| Preferred stock accretion | 4,840 | 4,451 | 19,152 | 11,978 | ||||||||||||
| Interest expense, net | 12,755 | 13,520 | 40,050 | 42,294 | ||||||||||||
| Real estate depreciation and amortization | 19,157 | 19,169 | 59,315 | 60,068 | ||||||||||||
| Provision for credit losses | 17 | - | 584 | - | ||||||||||||
| Gain on sale of real estate investments | (48,943 | ) | - | (137,285 | ) | (58,096 | ) | |||||||||
| Loss on extinguishment of debt and debt modification costs | 3,053 | - | 6,740 | 13,985 | ||||||||||||
| EBITDAre | $ | 29,473 | $ | 28,620 | $ | 88,821 | $ | 89,388 | ||||||||
| Acquisition and pursuit costs | 413 | 2,242 | 428 | 3,933 | ||||||||||||
| Amortization of deferred interest income on mezzanine loan | 984 | - | 1,981 | - | ||||||||||||
| Non-real estate depreciation and amortization | 122 | 122 | 365 | 364 | ||||||||||||
| Weather-related losses, net | 140 | - | 540 | - | ||||||||||||
| Non-cash equity compensation | 3,395 | 2,850 | 10,184 | 8,589 | ||||||||||||
| Other income, net | (216 | ) | (52 | ) | (168 | ) | (49 | ) | ||||||||
| Adjusted EBITDAre | $ | 34,311 | $ | 33,782 | $ | 102,151 | $ | 102,225 |
Same Store Properties
Same store properties are conventional multifamily residential apartments which were owned and operational for the entire periods presented, including each comparative period.
13
Property Net Operating Income ("Property NOI")
We believe that net operating income, or NOI, is a useful measure of our operating performance. We define NOI as total property revenues less total property operating expenses, excluding depreciation and amortization and interest. Other REITs may use different methodologies for calculating NOI, and accordingly, our NOI may not be comparable to other REITs. We believe that this measure provides an operating perspective not immediately apparent from GAAP operating income or net income. We use NOI to evaluate our performance on a same store and non-same store basis; NOI allows us to evaluate the operating performance of our properties because it measures the core operations of property performance by excluding corporate level expenses and other items not related to property operating performance and captures trends in rental housing and property operating expenses. However, NOI should only be used as a supplemental measure of our financial performance.
The following table reflects net income (loss) attributable to common stockholders together with a reconciliation to NOI and to same store and non-same store contributions to consolidated NOI, as computed in accordance with GAAP for the periods presented (unaudited and amounts in thousands):
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Net income (loss) attributable to common stockholders | $ | 12,544 | $ | (17,058 | ) | $ | 30,696 | $ | (18,461 | ) | ||||||
| Add back: Net income (loss) attributable to Operating Partnership Units | 4,994 | (6,270 | ) | 13,176 | (6,679 | ) | ||||||||||
| Net income (loss) attributable to common stockholders and unit holders | 17,538 | (23,328 | ) | 43,872 | (25,140 | ) | ||||||||||
| Add common stockholders and Operating Partnership Units pro-rata share of: | ||||||||||||||||
| Real estate depreciation and amortization | 18,187 | 18,309 | 56,627 | 57,353 | ||||||||||||
| Non-real estate depreciation and amortization | 122 | 122 | 365 | 364 | ||||||||||||
| Non-cash interest expense | 363 | 731 | 1,517 | 2,323 | ||||||||||||
| Unrealized loss on derivatives | 41 | 98 | 31 | 67 | ||||||||||||
| Loss on extinguishment of debt and debt modification costs | 2,975 | - | 6,148 | 13,590 | ||||||||||||
| Provision for credit losses | 17 | - | 584 | - | ||||||||||||
| Property management fees | 1,191 | 1,173 | 3,608 | 3,540 | ||||||||||||
| Acquisition and pursuit costs | 413 | 2,242 | 428 | 3,933 | ||||||||||||
| Corporate operating expenses | 6,781 | 5,817 | 19,871 | 17,279 | ||||||||||||
| Weather-related losses, net | 140 | - | 500 | - | ||||||||||||
| Preferred dividends | 15,772 | 15,003 | 44,756 | 42,787 | ||||||||||||
| Preferred stock accretion | 4,840 | 4,451 | 19,152 | 11,978 | ||||||||||||
| Less common stockholders and Operating Partnership Units pro-rata share of: | ||||||||||||||||
| Other income, net | 216 | 52 | 324 | 49 | ||||||||||||
| Preferred returns on unconsolidated real estate joint ventures | 3,322 | 2,935 | 7,938 | 8,343 | ||||||||||||
| Interest income from loan and ground lease investments | 4,149 | 5,923 | 12,984 | 17,149 | ||||||||||||
| Gain on sale of real estate investments | 43,359 | - | 124,416 | 55,360 | ||||||||||||
| Pro-rata share of properties' income | 17,334 | 15,708 | 51,797 | 47,173 | ||||||||||||
| Add: | ||||||||||||||||
| Noncontrolling interest pro-rata share of partially owned property income | 977 | 725 | 2,356 | 2,278 | ||||||||||||
| Total property income | 18,311 | 16,433 | 54,153 | 49,451 | ||||||||||||
| Add: | ||||||||||||||||
| Interest expense | 12,334 | 12,662 | 38,455 | 39,821 | ||||||||||||
| Net operating income | 30,645 | 29,095 | 92,608 | 89,272 | ||||||||||||
| Less: | ||||||||||||||||
| Non-same store net operating income | 6,056 | 6,577 | 22,692 | 22,882 | ||||||||||||
| Same store net operating income (1) | $ | 24,589 | $ | 22,518 | $ | 69,916 | $ | 66,390 |
| (1) | Same store portfolio for the three months ended September 30, 2021 consists of 25 properties, which represent 8,882 units. Same store portfolio for the nine months ended September 30, 2021 consists of 24 properties, which represent 8,628 units. |
14
Contact
Investors:
(888) 558.1031
investor.relations@bluerockre.com
Media:
Josh Hoffman
(208) 475.2380
jhoffman@bluerockre.com
#
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Disclaimer
Bluerock Residential Growth REIT Inc. published this content on 04 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 November 2021 12:44:10 UTC.
