American Realty Investors(ARL) - 2021 Q1 - Quarterly Report

PART I. FINANCIAL INFORMATION This section provides the unaudited consolidated financial statements and management's discussion and analysis for the quarter ended March 31, 2021 Item 1. Financial Statements This section presents the unaudited consolidated financial statements of American Realty Investors, Inc. for the quarter ended March 31, 2021, including balance sheets, statements of operations, equity, and cash flows, along with detailed notes explaining accounting policies, segment performance, real estate activities, debt, related party transactions, and commitments Consolidated Balance Sheets The consolidated balance sheets show a decrease in total assets and liabilities from December 31, 2020, to March 31, 2021, while total equity increased | Metric | March 31, 2021 (in thousands) | December 31, 2020 (in thousands) | | :---------------------- | :---------------------------- | :------------------------------- | | Total Assets | $823,137 | $865,764 | | Total Liabilities | $469,516 | $535,358 | | Total Equity | $353,621 | $330,406 | | Retained Earnings | $190,806 | $172,738 | | Non-controlling Interest | $98,762 | $93,615 | Consolidated Statements of Operations The company reported a significant increase in net income attributable to the Company for Q1 2021, driven by asset sales and joint venture income | Metric | Three Months Ended March 31, 2021 (in thousands) | Three Months Ended March 31, 2020 (in thousands) | | :-------------------------------------- | :----------------------------------------------- | :----------------------------------------------- | | Total Revenue | $11,828 | $13,130 | | Total Operating Expenses | $14,830 | $16,368 | | Net Operating Loss | $(3,002) | $(3,238) | | Gain on Sale or Write-Down of Assets, Net | $17,398 | $4,138 | | Equity in Income (Loss) from Unconsolidated Joint Ventures | $3,336 | $(260) | | Net Income Attributable to the Company | $18,068 | $2,946 | | Basic and Diluted EPS | $1.12 | $0.18 | Consolidated Statement of Equity The consolidated statement of equity shows an increase in total equity from December 31, 2020, to March 31, 2021, primarily due to net income | Metric | December 31, 2020 (in thousands) | March 31, 2021 (in thousands) | | :------------------------------------ | :------------------------------- | :---------------------------- | | Total Shareholders' Equity | $236,791 | $254,859 | | Noncontrolling Interest | $93,615 | $98,762 | | Total Equity | $330,406 | $353,621 | | Net Income (attributable to Company) | N/A | $18,068 | | Net Income (attributable to Noncontrolling Interest) | N/A | $5,147 | Consolidated Statements of Cash Flows Q1 2021 saw net cash used in operations, provided by investing, and used in financing, resulting in a net decrease in cash | Metric | Three Months Ended March 31, 2021 (in thousands) | Three Months Ended March 31, 2020 (in thousands) | | :------------------------------------------------ | :----------------------------------------------- | :----------------------------------------------- | | Net Cash Used in Operating Activities | $(1,449) | $(11,602) | | Net Cash Provided by Investing Activities | $14,645 | $5,434 | | Net Cash Used in Financing Activities | $(25,155) | $(9,039) | | Net Decrease in Cash, Cash Equivalents and Restricted Cash | $(11,959) | $(15,207) | | Cash, Cash Equivalents and Restricted Cash, End of Period | $75,061 | $68,104 | Notes to Consolidated Financial Statements Detailed notes explain organization, accounting policies, EPS, cash flow, segments, real estate, debt, related parties, and contingencies 1. Organization ARL is a Nevada corporation focused on acquiring, developing, and owning income-producing properties, managed by a related party - ARL's primary business involves the acquisition, development, and ownership of income-producing multifamily and commercial properties, and opportunistic land acquisition for future development[29] - The company owns approximately 78.4% of Transcontinental Realty Investors, Inc. (TCI), and substantially all operations are conducted through TCI[30] | Property Type | Details | | :---------------------- | :--------------------------------------- | | Commercial Properties | 6 properties (5 office, 1 retail), ~1.58M sq ft | | Directly Owned Multifamily | 9 properties, 1,492 units | | Land | ~1,922 acres (developed & undeveloped) | | VAA Owned Multifamily | 52 properties, 10,032 units (50% owned investment) | - Operations are managed by Pillar Income Asset Management, Inc. and commercial properties by Regis Realty Prime, LLC, both considered related parties[31] 2. Summary of Significant Accounting Policies Financial statements are unaudited, prepared under Form 10-Q, consolidating entities where the company is the primary beneficiary - Financial statements are unaudited and prepared in accordance with Form 10-Q and Article 10 of Regulation S-X, with certain GAAP disclosures condensed or omitted[32] - The company consolidates entities where it is the primary beneficiary of a variable interest entity (VIE) or has a majority voting interest[35] - Newly issued accounting standards, ASU 2020-04 (Reference Rate Reform) and FASB Staff Q&A on COVID-19 lease concessions, did not have a significant impact on the consolidated financial statements for the three months ended March 31, 2021 and 2020[37][38] 3. Earnings Per Share Basic and diluted EPS significantly increased to $1.12 for Q1 2021 from $0.18 in the prior year, reflecting higher net income | Metric | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :-------------------------------------- | :-------------------------------- | :-------------------------------- | | Net Income Attributable to the Company | $18,068 | $2,946 | | Weighted-Average Common Shares Outstanding | 16,152,043 | 15,997,076 | | EPS - Basic and Diluted | $1.12 | $0.18 | 4. Supplemental Cash Flow Information Cash paid for interest decreased, with significant noncash investing activities involving asset contributions to a joint venture | Metric | Three Months Ended March 31, 2021 (in thousands) | Three Months Ended March 31, 2020 (in thousands) | | :-------------------------------------- | :----------------------------------------------- | :----------------------------------------------- | | Cash Paid for Interest | $9,713 | $13,090 | | Cash and Cash Equivalents (End of Period) | $53,865 | $39,946 | | Restricted Cash (End of Period) | $21,196 | $28,158 | | Proceeds from Mortgages, Notes and Bonds Payable | $0 | $5,114 | | Payments of Mortgages, Notes and Bonds Payable | $25,133 | $14,153 | | Noncash Investing and Financing Activities | Three Months Ended March 31, 2021 (in thousands) | Three Months Ended March 31, 2020 (in thousands) | | :----------------------------------------- | :----------------------------------------------- | :----------------------------------------------- | | Property Acquired for Note Payable | $0 | $3,350 | | Assets Contributed to Joint Venture | $18,608 | $0 | | Liabilities Assumed by Joint Venture | $17,592 | $0 | 5. Operating Segments The company operates in multifamily and commercial real estate segments, with overall segment profit declining in Q1 2021 - The company operates in two reportable segments: multifamily apartment communities and commercial real estate properties[46] | Segment | Three Months Ended March 31, 2021 (in thousands) | Three Months Ended March 31, 2020 (in thousands) | | :------------------ | :----------------------------------------------- | :----------------------------------------------- | | Multifamily Revenue | $3,836 | $3,556 | | Multifamily Profit | $1,713 | $1,611 | | Commercial Revenue | $6,525 | $7,886 | | Commercial Profit | $2,816 | $3,522 | | Total Segment Profit | $4,529 | $5,133 | 6. Lease Revenue Rental revenue from operating leases for multifamily and commercial properties decreased in Q1 2021 compared to the prior year - Lease revenue is generated from multifamily apartment communities and commercial properties under operating leases, with minimum rents recognized on a straight-line basis[50] | Component | Three Months Ended March 31, 2021 (in thousands) | Three Months Ended March 31, 2020 (in thousands) | | :--------------- | :----------------------------------------------- | :----------------------------------------------- | | Fixed Component | $9,863 | $10,812 | | Variable Component | $498 | $630 | | Total Rental Revenue | $10,361 | $11,442 | 7. Real Estate Activity Total real estate, net, decreased, with a significantly higher gain on asset sales in Q1 2021 from residential properties and land | Real Estate Component | March 31, 2021 (in thousands) | December 31, 2020 (in thousands) | | :------------------------ | :---------------------------- | :------------------------------- | | Land | $48,357 | $50,759 | | Buildings and Improvements | $281,115 | $297,644 | | Construction in Progress | $73,656 | $77,891 | | Total Real Estate, Net | $349,460 | $374,811 | | Property Held for Sale | $1,660 | $2,572 | | Total Real Estate | $351,120 | $377,383 | | Gain/Loss on Sale or Write-Down of Assets | Three Months Ended March 31, 2021 (in thousands) | Three Months Ended March 31, 2020 (in thousands) | | :---------------------------------------- | :----------------------------------------------- | :----------------------------------------------- | | Land | $5,957 | $4,138 | | Residential Properties | $11,441 | $0 | | Total | $17,398 | $4,138 | - The gain on residential properties in 2021 includes $1.417 million from the Overlook at Allensville Phase II transaction and $10.026 million from the recognition of previously deferred gains on various multifamily properties sold to a non-related third party[57][85] 8. Notes Receivable The company holds various notes receivable from multiple borrowers, including related parties, with varying interest rates and maturity dates | Metric | March 31, 2021 (in thousands) | December 31, 2020 (in thousands) | | :-------------------------------------- | :---------------------------- | :------------------------------- | | Notes Receivable (Total Carrying Value) | $137,718 | $130,626 | | Notes Receivable from Related Parties | $75,135 | $70,375 | - Several notes are convertible, at the company's option, into a 100% ownership interest in the underlying development property and are collateralized by the property[60] - Unified Housing Foundation, Inc. (UHF) is a significant related party borrower, with principal and interest payments funded from surplus cash flow, property sales, or refinancing, and cross-collateralized across underlying properties[61] 9. Investment in Unconsolidated Joint Ventures The company's primary unconsolidated joint venture is VAA, formed with Macquarie Group, holding a 50% voting interest and 49% profit participation - The VAA joint venture, formed with Macquarie Group, holds 52 multifamily properties. The company has a 50% voting interest and a 49% profit participation interest (Class A interest)[63] - On March 30, 2021, the company sold a 50% ownership interest in Overlook at Allensville Phase II to Macquarie for $2.551 million, resulting in a gain of $1.417 million, and then contributed both 50% interests into VAA[64] | Metric | March 31, 2021 (in thousands) | December 31, 2020 (in thousands) | | :-------------------------------------- | :---------------------------- | :------------------------------- | | Total Investment in Unconsolidated Joint Ventures | $55,764 | $60,425 | | Our Share of Net Income (Loss) from Unconsolidated Joint Ventures | $3,336 | $(260) | 10. Mortgages and Other Notes Payable The total carrying value of mortgages and other notes payable decreased, with several loans extended or assumed by joint ventures, and covenant compliance maintained | Metric | March 31, 2021 (in thousands) | December 31, 2020 (in thousands) | | :-------------------------------------- | :---------------------------- | :------------------------------- | | Mortgages and Other Notes Payable (Total Carrying Value) | $224,817 | $242,711 | - The loan on Athens was extended to August 28, 2022, and the loan on Windmill Farms was extended to February 28, 2023, at a reduced interest rate of 5%[72][73] - The loan for Overlook at Allensville Phase II was assumed by VAA in connection with the property's contribution to the joint venture[73] - The company was in compliance with all loan covenants as of March 31, 2021[74] 11. Bonds Payable Bonds payable, issued through SPC and traded on TASE, decreased, with a gain on foreign currency transactions recognized - The company has issued three series of nonconvertible bonds through Southern Properties Capital Ltd. (SPC), which are traded on the Tel-Aviv Stock Exchange (TASE)[76] | Bond Issuance | March 31, 2021 (in thousands) | December 31, 2020 (in thousands) | | :------------ | :---------------------------- | :------------------------------- | | Series A Bonds | $76,448 | $95,133 | | Series B Bonds | $56,688 | $65,318 | | Series C Bonds | $82,484 | $85,537 | | Total Bonds Payable (Net) | $208,021 | $237,888 | | Metric | Three Months Ended March 31, 2021 (in thousands) | Three Months Ended March 31, 2020 (in thousands) | | :----------------------------------- | :----------------------------------------------- | :----------------------------------------------- | | Gain on Foreign Currency Transactions | $7,617 | $7,843 | 12. Related Party Transactions The company engages in various transactions with related parties, including advisory fees and interest income/expense - Pillar Income Asset Management, Inc. and Regis Realty Prime, LLC are wholly owned by affiliates of MRHI, which owns approximately 90.8% of the company, making them related parties[80] | Related Party Transaction Type | Three Months Ended March 31, 2021 (in thousands) | Three Months Ended March 31, 2020 (in thousands) | | :----------------------------- | :----------------------------------------------- | :----------------------------------------------- | | Rental Income | $242 | $221 | | Property Operating Expenses | $382 | $242 | | General and Administrative Expense | $1,670 | $1,133 | | Advisory Fees Paid to Pillar | $2,436 | $2,373 | | Interest Income on Notes Receivable | $4,769 | $5,073 | | Interest Expense on Notes Payable to Pillar | $1,395 | $1,915 | - Related party receivables represent amounts outstanding from Pillar for loans and unreimbursed fees, expenses, and costs[82] 13. Noncontrolling Interests Noncontrolling interests represent third-party ownership in TCI and IOR, where the company holds majority stakes - Noncontrolling interest represents third-party ownership in TCI (78.4% owned by the company) and IOR (81.1% owned by the company) during the three months ended March 31, 2021 and 2020[83] 14. Deferred Income Deferred gains on property sales to related parties are recognized upon sale to non-related third parties, significantly decreasing in Q1 2021 - Gains on property sales to related parties are deferred until sales criteria for the full accrual method are met, typically when properties are sold to a non-related third party[84] - On January 29, 2021, the company recognized a gain of $10.026 million from the sale of three multifamily properties (El Dorado, Limestone Ranch, and Marquis) by UHF to a non-related third party, which had been previously deferred[85] | Metric | March 31, 2021 (in thousands) | December 31, 2020 (in thousands) | | :------------- | :---------------------------- | :------------------------------- | | Deferred Gain | $9,791 | $19,821 | 15. Income Taxes The income tax provision significantly decreased in Q1 2021, calculated based on losses absorbed by taxable income - The company is part of a tax sharing and compensating agreement with ARL, with expenses calculated based on losses absorbed by taxable income at a 21% statutory tax rate[86] | Income Tax Provision | Three Months Ended March 31, 2021 (in thousands) | Three Months Ended March 31, 2020 (in thousands) | | :------------------- | :----------------------------------------------- | :----------------------------------------------- | | Current | $40 | $247 | | Deferred | $0 | $0 | | Total | $40 | $247 | 16. Commitments and Contingencies The company faces ongoing litigation, including a $59 million award against it, and a $10 million earn-out liability in arbitration - The company is a defendant in ongoing litigation with Mr. David Clapper regarding a 1988 multifamily property transaction, with a court ruling in 2016 awarding Clapper approximately $59 million. The case was remanded to trial, which began in May 2021[88] - A lawsuit brought by Paul Berger in February 2019 alleges improper sales and/or transfers of property with IOR, requesting the company pay off related party loans to IOR for distribution to shareholders[89] - As of March 31, 2021, the company recorded a $10 million liability for an earn-out provision related to properties contributed to the VAA joint venture, with arbitration initiated due to an inability to agree on the remeasured value[90] - The company believes it will generate excess cash from property operations and intends to sell assets, refinance debt, and obtain additional borrowings to meet liquidity requirements[88] 17. Subsequent Events Subsequent events after March 31, 2021, were evaluated up to May 13, 2021, the financial statement issuance date - Events occurring after March 31, 2021, have been evaluated up to May 13, 2021, the date the consolidated financial statements were available to be issued[91] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses financial condition, operations, COVID-19 impact, acquisitions, financing, development, and critical accounting policies - The company is an externally advised and managed real estate investment company owning a diverse portfolio of income-producing properties and land for development across the Southern United States[97] - The COVID-19 pandemic's impact on financial condition, results of operations, and cash flows remains unpredictable due to ongoing uncertainties regarding its scope, severity, and economic effects[96][130] Management's Overview The company is an externally advised real estate investment company with a diverse portfolio, managed by a related party - The company's investment strategy includes acquiring existing income-producing properties and developing new properties on owned or acquired land[97] - Pillar Income Asset Management, Inc., a related party, manages the company's operations, including locating investment opportunities and arranging debt/equity financing[98] Acquisitions and Dispositions Recent activities include a land acquisition in Ohio and significant gains from multifamily and land dispositions - Acquired a 49.2-acre land parcel in Kent, Ohio, for $5.4 million in March 2020[98] | Disposition (Date) | Property Type | Sale Price (in millions) | Gain on Sale (in millions) | | :----------------------------- | :------------ | :----------------------- | :------------------------- | | Villager (May 1, 2020) | Multifamily | $2.4 | $1.0 | | Farnham Park (July 16, 2020) | Multifamily | $13.3 | $2.7 | | Bridge View Plaza (Sept 14, 2020) | Retail | $5.3 | $4.6 | | Overlook at Allensville Phase II (March 30, 2021) | Multifamily | $2.6 | $1.4 | | Windmill Farms (Q1 2021) | Land | $9.1 | $3.7 | | Mercer Crossing (Q1 2021) | Land | $3.3 | $2.3 | Financing Activities Recent financing includes bond issuances and extensions of several loans, some with reduced interest rates - Issued $39.2 million in Series B bonds in February 2018 and an additional $19.8 million in Series B bonds in July 2018[100] - Issued $78.1 million of Series C bonds in July 2019, collateralized by Browning Place, bearing interest at 4.65% and maturing on January 31, 2023[101] - Issued $19.7 million in additional Series A bonds in November 2020, generating $18.8 million in net proceeds[101] - Extended the $14.7 million loan from HSW Partners to June 17, 2021, the $1.2 million loan on Athens to August 28, 2022, and the $8.8 million loan on Windmill Farms to February 28, 2023, at a reduced 5% interest rate[101][102] Development Activities Completed construction of two multifamily phases in 2020, with two ongoing projects totaling 402 units - Completed construction of Parc at Denham Springs Phase II ($17.2 million) and Sugar Mill Phase III ($14.2 million) during 2020[103] | Property | Location | No. of Units | Costs to Date (in thousands) | Total Projected Costs (in thousands) | | :---------------- | :------------- | :----------- | :--------------------------- | :----------------------------------- | | Athens | Athens, AL | 232 | $289 | $34,800 | | Heritage McKinney | McKinney, TX | 170 | $318 | $24,650 | | Total | | 402 | $607 | $59,450 | Critical Accounting Policies Policies involve significant estimates in revenue, accruals, impairment, purchase price allocation, and fair value measurements - Critical accounting policies include judgments on revenue recognition, estimates for common area maintenance and real estate tax accruals, provisions for uncollectible accounts, impairment of long-lived assets, purchase price allocation, capitalization of costs, and fair value measurements[105][106] - Fair value measurements are applied using ASC Topic 820, categorizing inputs into Level 1 (quoted prices in active markets), Level 2 (observable inputs for similar assets/liabilities), and Level 3 (unobservable inputs)[107][108] - Related parties are evaluated under ASC Topic 805, recognizing that transactions with them may not always be on an arm's length basis[108] Results of Operations Net income increased significantly in Q1 2021, driven by asset sale gains and improved joint venture income, despite commercial segment decline | Metric | Three Months Ended March 31, 2021 (in thousands) | Three Months Ended March 31, 2020 (in thousands) | Variance (in thousands) | | :-------------------------------------- | :----------------------------------------------- | :----------------------------------------------- | :---------------------- | | Multifamily Segment Operating Income | $1,713 | $1,611 | $102 | | Commercial Segment Operating Income | $2,816 | $3,522 | $(706) | | Total Segment Operating Income | $4,529 | $5,133 | $(604) | | General, Administrative and Advisory | $(5,671) | $(6,665) | $994 | | Gain on Sale or Write-Down of Assets | $17,398 | $4,138 | $13,260 | | Income (Loss) from Joint Ventures | $3,336 | $(260) | $3,596 | | Net Income | $23,215 | $4,388 | $18,827 | - The $0.1 million increase in multifamily operating profits was due to a $0.4 million increase at Lease-Up Properties, partially offset by a $0.3 million decrease at Disposition Properties[114] - The $0.7 million decrease in commercial segment operating profits was primarily due to a $0.9 million revenue decline at Browning Place from decreased occupancy, following a tenant lease termination[114] - The $13.3 million increase in gain on sale of assets includes an $11.4 million gain on multifamily properties (Overlook at Allensville Phase II and previously deferred gains) and a $1.8 million increase in land sale gains[114] Liquidity and Capital Resources Cash sources include operations, asset sales, and borrowings, with liquidity needs for expenses, debt, and capital expenditures - Principal cash sources are property operations, land/property sales, collection of notes receivable, related company receivables, refinancing, and additional borrowings[116] - Principal liquidity needs include normal expenses, debt service (including balloon payments), capital expenditures, development costs, and property acquisitions[116] | Cash Flow Activity | Three Months Ended March 31, 2021 (in thousands) | Three Months Ended March 31, 2020 (in thousands) | Variance (in thousands) | | :-------------------------------------- | :----------------------------------------------- | :----------------------------------------------- | :---------------------- | | Net Cash Provided by (Used in) Operating Activities | $(1,449) | $(11,602) | $10,153 | | Net Cash Provided by (Used in) Investing Activities | $14,645 | $5,434 | $9,211 | | Net Cash (Used in) Provided by Financing Activities | $(25,155) | $(9,039) | $(16,116) | - The increase in cash from operating activities is primarily due to a $3.5 million increase from changes in other assets and $3.2 million from VAA income distributions[118] - The increase in cash from investing activities is mainly due to an $8.8 million increase in asset sale proceeds (Windmill Farms, Mercer Crossing) and a $2.2 million increase in VAA distributions, partially offset by a $9.7 million increase in notes receivable originations[119] Funds From Operations ("FFO") FFO, a non-GAAP measure, improved significantly from a loss in 2020 to a positive figure in 2021, excluding property sales and depreciation - FFO is defined by Nareit as net income (loss) excluding gains/losses from property sales, plus real estate-related depreciation and amortization, impairment write-downs, and adjustments for unconsolidated joint ventures[120] - FFO and FFO-diluted are considered useful supplemental measures for comparing operating and financial results, especially as they exclude real estate depreciation and amortization[121] | Metric | Three Months Ended March 31, 2021 (in thousands) | Three Months Ended March 31, 2020 (in thousands) | | :-------------------------------------- | :----------------------------------------------- | :----------------------------------------------- | | Net Income Attributable to the Company | $18,068 | $2,946 | | Depreciation and Amortization on Consolidated Assets | $3,327 | $3,394 | | Gain on Sale or Write-Down of Assets | $(17,398) | $(4,138) | | FFO-Basic and Diluted | $8,084 | $6,715 | | Gain on Foreign Currency Transaction | $(7,617) | $(7,843) | | FFO-Adjusted | $467 | $(1,128) | Item 3. Quantitative and Qualitative Disclosures About Market Risks This optional section is not included in the report - This section is optional and not included in the report[124] Item 4. Controls and Procedures Disclosure controls were effective as of March 31, 2021, with no material changes in internal control over financial reporting - Management concluded that disclosure controls and procedures were effective as of March 31, 2021, providing reasonable assurance that required information is recorded, processed, summarized, and reported timely[125] - No material changes in internal control over financial reporting occurred during the most recent fiscal quarter[126] PART II. OTHER INFORMATION This section covers legal proceedings, risk factors, equity sales, defaults, mine safety, other information, exhibits, and signatures Item 1. Legal Proceedings The company is involved in various litigation matters, but management expects no material adverse impact on financials - The company is involved in various litigation incidental to its ordinary course of business[127] - Management believes the outcome of such litigation will not have a material adverse impact on the company's financial condition, results of operation, or liquidity[127] Item 1A. Risk Factors No material changes to risk factors from 2020 10-K, except for an updated discussion on the unpredictable COVID-19 pandemic impact - No material changes from risk factors disclosed in the 2020 10-K, except for an updated discussion on risks related to the COVID-19 pandemic[129] - The impact of the COVID-19 pandemic on the company's financial condition, results of operations, and cash flows remains unpredictable due to numerous uncertainties[130] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The company has a share repurchase program, but no shares were purchased in Q1 2021, with 263,250 shares remaining - The company has a share repurchase program for up to 1,250,000 shares[131] - No shares were purchased under the program during the three months ended March 31, 2021[131] - As of March 31, 2021, 986,750 shares have been purchased, and 263,250 shares may still be purchased under the program[131] Item 3. Defaults Upon Senior Securities No defaults upon senior securities were reported - No defaults upon senior securities were reported[131] Item 4. Mine Safety Disclosures No mine safety disclosures were reported - No mine safety disclosures were reported[131] Item 5. Other Information No other information was reported in this section - No other information was reported in this section[131] Item 6. Exhibits This section lists all exhibits filed with the Form 10-Q, including organizational documents, advisory agreements, and certifications - The exhibits include Certificate of Restatement of Articles of Incorporation, Bylaws, Certificates of Designation for various Preferred Stock series, and the Advisory Agreement with Pillar Income Asset Management, Inc[134] - Certifications by the Principal Executive Officer and Principal Financial Officer (31.1*) and pursuant to 18 U.S.C. 1350 (32.1*) are filed herewith[134] - XBRL Instance Document and Taxonomy Extension Schema, Calculation, Definition, Label, and Presentation Linkbase Documents are also included[135] Signatures The report was signed by Erik L. Johnson, Executive Vice President and Chief Financial Officer, on May 13, 2021 - The report was signed by Erik L. Johnson, Executive Vice President and Chief Financial Officer (Principal Executive and Financial Officer), on May 13, 2021[137]