|
|
|
|
|
Securities registered pursuant to Section 12(b) of the Act:
|
||||
|
Title of Each Class
|
|
Name of Each Exchange on Which Registered
|
|
|
|
|
|
|
|
Common stock, $0.01 par value
|
|
New York Stock Exchange
|
Large accelerated filer
|
o
|
|
|
Accelerated filer
|
o
|
Non-accelerated filer
|
x
|
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
o
|
|
|
|
|
|
Emerging growth company
|
x
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page
|
PART I
|
|||
Item
|
1.
|
Business
|
|
Item
|
1A.
|
Risk Factors
|
|
Item
|
1B.
|
Unresolved Staff Comments
|
|
Item
|
2.
|
Properties
|
|
Item
|
3.
|
Legal Proceedings
|
|
Item
|
4.
|
Mine Safety Disclosures
|
|
|
|
|
|
PART II
|
|||
Item
|
5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
Item
|
6.
|
Selected Financial Data
|
|
Item
|
7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Item
|
7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
Item
|
8.
|
Financial Statements and Supplementary Data
|
|
Item
|
9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
|
Item
|
9A.
|
Controls and Procedures
|
|
Item
|
9B.
|
Other Information
|
|
|
|
|
|
PART III
|
|||
Item
|
10.
|
Directors, Executive Officers and Corporate Governance
|
|
Item
|
11.
|
Executive Compensation
|
|
Item
|
12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
Item
|
13.
|
Certain Relationships and Related Transactions, and Director Independence
|
|
Item
|
14.
|
Principal Accountant Fees and Services
|
|
|
|
|
|
PART IV
|
|||
Item
|
15.
|
Exhibits and Financial Statement Schedules
|
|
Item
|
16.
|
Form 10-K Summary
|
|
|
|
|
|
Signatures
|
|
||
Exhibits
|
|
•
|
“average monthly rent” represents the average of the contracted monthly rent for occupied properties in an identified population of homes for the relevant period and reflects rent concessions and contractual rent increases amortized over the life of the related lease;
|
•
|
“average occupancy” for an identified population of homes represents (i) the number of days that the homes available for lease in such population were occupied, divided by (ii) the total number of available days in the measurement period for the homes in that population;
|
•
|
“days to re-resident” for an individual home represents the number of days a home is unoccupied between residents, calculated as the number of days between (i) the date the prior resident moves out of a home, and (ii) the date the next resident is granted access to the same home, which is deemed to be the earlier of the next resident’s contractual lease start date and the next resident’s move-in date;
|
•
|
“in-fill” refers to markets, MSAs, submarkets, neighborhoods or other geographic areas that are typified by significant population densities and low availability of land suitable for development into competitive properties, resulting in limited opportunities for new construction;
|
•
|
“Metropolitan Statistical Area” or “MSA” is defined by the United States Office of Management and Budget as a region associated with at least one urbanized area that has a population of at least 50,000 and comprises the central county or counties containing the core, plus adjacent outlying counties having a high degree of social and economic integration with the central county or counties as measured through commuting;
|
•
|
“net effective rental rate growth” for any home represents the difference between the monthly rent from an expiring lease and the monthly rent from the next lease, in each case, net of any amortized concessions. Leases are either renewal leases, where our current resident chooses to stay for a subsequent lease term, or a new lease, where our previous resident moves out and a new resident signs a lease to occupy the same home;
|
•
|
“Northern California” includes Chico, CA, Modesto, CA, Napa, CA, Sacramento-Arden-Arcade-Roseville, CA, San Francisco-Oakland-Hayward, CA, Stockton-Lodi, CA, Vallejo-Fairfield, CA and Yuba City, CA;
|
•
|
“PSF” means per square foot;
|
•
|
“Same Store” or “Same Store portfolio” includes, for a given reporting period, homes that have been stabilized (defined as homes that have (i) completed an upfront renovation and (ii) entered into at least one post-renovation Invitation Homes lease) for at least 90 days prior to the first day of the prior-year measurement period and excludes homes that have been sold and homes that have been designated for sale but have not yet entered into a written sale agreement during such reporting period. Same Store portfolios are established as of January 1st of each calendar year. Therefore, any home included in the Same Store portfolio will have satisfied the conditions described in clauses (i) and (ii) above prior to October 3rd of the year prior to the first year of the comparison period. We believe presenting information about the portion of our portfolio that has been fully operational for the entirety of a given reporting period and its prior year comparison period provides investors with meaningful information about the performance of our comparable homes across periods and about trends in our organic business;
|
•
|
“Southeastern United States” includes our Atlanta, Charlotte and Nashville markets;
|
•
|
“South Florida” includes Miami-Fort Lauderdale-West Palm Beach , FL and Port St. Lucie, FL;
|
•
|
“Southern California” includes Bakersfield, CA, Los Angeles-Long Beach-Anaheim, CA, Oxnard-Thousand Oaks-Ventura, CA, Riverside-San Bernardino-Ontario, CA and San Diego-Carlsbad , CA;
|
•
|
“total homes” or “total portfolio” refers to the total number of homes we own, whether or not stabilized, and excludes any properties previously acquired in purchases that have been subsequently rescinded or vacated. Unless the context otherwise requires, all measures in this Annual Report of Form 10-K are presented on a total portfolio basis;
|
•
|
“turnover rate” represents the number of instances that homes in an identified population become unoccupied in a given period, divided by the number of homes in such population. To the extent the measurement period shown is less than 12 months, the turnover rate will be reflected on an annualized basis; and
|
•
|
“Western United States” includes our Southern California, Northern California, Seattle, Phoenix, Las Vegas and Denver markets.
|
•
|
Resident-centric focus
. Our high-touch business model enables us to continuously solicit and integrate resident feedback into our operations and tailor our approach to address their preferences, providing a superior living experience and fostering customer loyalty. We believe this, in turn, drives rent growth, occupancy and low turnover rates and will enable us to develop significant brand equity in the longer term.
|
•
|
Local presence and expertise
. We employ a differentiated “Community Model” whereby in-market managers oversee the operations of local leasing management, property management and maintenance teams, enabling us to provide outstanding resident service, leverage local expertise in managing rental, occupancy and turnover rates, and improve cost and oversight over renovations and ongoing maintenance. As a result of our concentrated footprint within our markets, our regional managers and in-market teams are able to realize local-operator advantages, while still benefiting from significant economies of scale.
|
•
|
Scalable, centralized infrastructure
. We support local market operations with national strategy, infrastructure and standards to drive efficiency, consistency and cost savings. We utilize our extensive scale to ensure the consistent quality of our resident experience and maximize cost efficiencies and purchasing power. On a national level we are also able to standardize resident leases, employ a consistent approach to resident screening and leasing operations, and utilize dynamic, rules-based pricing tools informed by local market conditions.
|
•
|
changes in national, regional or local economic, demographic or real estate market conditions;
|
•
|
changes in job markets and employment levels on a national, regional and local basis;
|
•
|
declines in the value of residential real estate;
|
•
|
overall conditions in the housing market, including:
|
•
|
macroeconomic shifts in demand for rental homes;
|
•
|
inability to lease or re-lease homes to residents on a timely basis, on attractive terms or at all;
|
•
|
failure of residents to pay rent when due or otherwise perform their lease obligations;
|
•
|
unanticipated repairs, capital expenditures, weather related damages or other costs;
|
•
|
uninsured damages; and
|
•
|
increases in property taxes, HOA fees and insurance costs;
|
•
|
level of competition for suitable rental homes;
|
•
|
terms and conditions of purchase contracts;
|
•
|
costs and time period required to convert acquisitions to rental homes;
|
•
|
changes in interest rates and availability of financing that may render the acquisition of any homes difficult or unattractive;
|
•
|
the impact of potential reforms relating to government-sponsored enterprises involved in the home finance and mortgage markets;
|
•
|
rules, regulations and/or policy initiatives by government and private actors, including HOAs, to discourage or deter the purchase of single-family properties by entities owned or controlled by institutional investors;
|
•
|
disputes and potential negative publicity in connection with eviction proceedings;
|
•
|
construction of new supply;
|
•
|
costs resulting from the clean-up of, and liability to third parties for damages resulting from, environmental problems, such as indoor mold;
|
•
|
fraud by borrowers, originators and/or sellers of mortgage loans;
|
•
|
undetected deficiencies and/or inaccuracies in underlying mortgage loan documentation and calculations;
|
•
|
casualty or condemnation losses;
|
•
|
the geographic mix of our properties;
|
•
|
the cost, quality and condition of the properties we are able to acquire; and
|
•
|
our ability to provide adequate management, maintenance and insurance.
|
•
|
our ability to effectively manage renovation, maintenance, marketing and other operating costs for our properties;
|
•
|
economic conditions in our markets, including changes in employment and household earnings and expenses, as well as the condition of the financial and real estate markets and the economy, in general;
|
•
|
our ability to maintain high occupancy rates and target rent levels;
|
•
|
the availability of, and our ability to identify, attractive acquisition opportunities consistent with our investment strategy;
|
•
|
our ability to compete with other investors entering the sector for single-family properties;
|
•
|
costs that are beyond our control, including title litigation, litigation with residents or tenant organizations, legal compliance, real estate taxes, HOA fees and insurance;
|
•
|
judicial and regulatory developments affecting landlord-tenant relations that may affect or delay our ability to dispossess or evict occupants or increase rental rates;
|
•
|
reversal of population, employment or homeownership trends in our markets; and
|
•
|
interest rate levels and volatility, such as the accessibility of short-term and long-term financing on desirable terms.
|
•
|
stabilize and manage an increasing number of properties and resident relationships across our geographically dispersed portfolio while maintaining a high level of resident satisfaction, and building and enhancing our brand;
|
•
|
identify and supervise a number of suitable third parties on which we rely to provide certain services outside of property management to our properties;
|
•
|
attract, integrate and retain new management and operations personnel; and
|
•
|
continue to improve our operational and financial controls and reporting procedures and systems.
|
•
|
improvements in the overall economy and employment levels;
|
•
|
greater availability of consumer credit;
|
•
|
improvements in the pricing and terms of mortgages;
|
•
|
the emergence of increased competition for single-family properties from private investors and entities with similar investment objectives to ours; and
|
•
|
tax or other government incentives that encourage homeownership.
|
•
|
the inability to successfully combine ours and Legacy SWH’s business in a manner that permits us to achieve the cost savings anticipated to result from the Mergers, which would result in the anticipated benefits of the Mergers not being realized in the timeframe currently anticipated or at all;
|
•
|
the complexities associated with integrating personnel from the two companies;
|
•
|
the complexities of combining two companies with different histories, geographic footprints and rental properties;
|
•
|
the complexities in combining two companies with separate technology systems;
|
•
|
potential unknown liabilities and unforeseen increased expenses, delays or conditions associated with the Mergers;
|
•
|
failure to perform by third party service providers who provide key services for us; and
|
•
|
performance shortfalls as a result of the diversion of management’s attention caused by completing the Mergers and integrating the companies’ operations.
|
•
|
general market conditions;
|
•
|
the market’s perception of our growth potential;
|
•
|
with respect to acquisition financing, the market’s perception of the value of the homes to be acquired;
|
•
|
our current debt levels;
|
•
|
our current and expected future earnings;
|
•
|
our cash flow and cash distributions; and
|
•
|
the market price of our common stock.
|
•
|
the last day of the fiscal year during which our total annual revenue equals or exceeds $1 billion (subject to adjustment for inflation);
|
•
|
the last day of the fiscal year following the fifth anniversary of the IPO;
|
•
|
the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt securities; or
|
•
|
the date on which we are deemed to be a “large accelerated filer” under the Exchange Act.
|
•
|
“business combination” provisions that, subject to certain exceptions and limitations, prohibit certain business combinations between a Maryland corporation and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our outstanding voting stock or an affiliate or associate of ours who, at any time within the two-year period immediately prior to the date in question, was the beneficial owner of 10% or more of the voting power of our then outstanding shares of stock) or an affiliate of any interested stockholder for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter imposes two super-majority stockholder voting requirements on these combinations, unless, among other conditions, our common stockholders receive a minimum price, as defined in the MGCL, for their shares of stock and the consideration is received in cash or in the same form as previously paid by the interested stockholder for its shares of stock; and
|
•
|
“control share” provisions that provide that, subject to certain exceptions, holders of “control shares” (defined as voting shares that, when aggregated with all other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of issued and outstanding “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding shares owned by the acquirer, by our officers or by our employees who are also directors of our company.
|
•
|
actual receipt of an improper benefit or profit in money, property or services; or
|
•
|
active and deliberate dishonesty by the director or officer that was established by a final judgment and is material to the cause of action adjudicated.
|
•
|
acquire, hold and dispose of interests in us and/or our subsidiaries, including shares of our stock or common units of partnership interest (“OP Units”) in INVH LP for his, her or its own account or for the account of others, and exercise all of the rights of a stockholder of Invitation Homes Inc., or a limited partner of INVH LP, to the same extent and in the same manner as if he, she or it were not our director or stockholder; and
|
•
|
in his, her or its personal capacity or in his, her or its capacity, as applicable, as a director, officer, trustee, stockholder, partner, member, equity owner, manager, advisor or employee of any other person, have business interests and engage, directly or indirectly, in business activities that are similar to ours or compete with us, that involve a business opportunity that we could seize and develop or that include the acquisition, syndication, holding, management, development, operation or disposition of interests in mortgages, real property or persons engaged in the real estate business.
|
•
|
we would be taxed as a regular domestic corporation, which under current laws, among other things, means being unable to deduct distributions to stockholders in computing taxable income and being subject to United States federal income tax on our taxable income at regular corporate income tax rates;
|
•
|
any resulting tax liability could be substantial and could have a material adverse effect on our book value;
|
•
|
unless we were entitled to relief under applicable statutory provisions, we would be required to pay taxes, and thus, our cash available for distribution to stockholders would be reduced for each of the years during which we did not qualify as a REIT and for which we had taxable income;
|
•
|
we could be subject to the federal alternative minimum tax (for taxable years beginning before December 31, 2017) and possibly increased state and local taxes; and
|
•
|
we generally would not be eligible to requalify as a REIT for the subsequent four full taxable years.
|
|
|
|
|
|
|
Legacy IH
|
||||||||
Market
|
|
Total Portfolio Number of Homes
(1)
|
|
Legacy SWH Number of Homes
(1)
|
|
Number of Homes
(1)
|
|
Average
Occupancy (2) |
|
Average Monthly
Rent (3) |
|
Average Monthly
Rent PSF (3) |
|
% of
Revenue (4) |
Western United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Southern California
|
|
8,384
|
|
3,752
|
|
4,632
|
|
95.5%
|
|
$2,267
|
|
$1.33
|
|
12.7%
|
Northern California
|
|
4,606
|
|
1,759
|
|
2,847
|
|
95.8%
|
|
1,780
|
|
1.13
|
|
6.7%
|
Seattle
|
|
3,271
|
|
N/A
|
|
3,271
|
|
94.7%
|
|
1,956
|
|
1.03
|
|
8.3%
|
Phoenix
|
|
7,435
|
|
1,990
|
|
5,445
|
|
95.3%
|
|
1,179
|
|
0.74
|
|
8.2%
|
Las Vegas
|
|
2,708
|
|
1,745
|
|
963
|
|
95.2%
|
|
1,463
|
|
0.76
|
|
1.8%
|
Denver
|
|
2,195
|
|
2,195
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
Western United States Subtotal
|
|
28,599
|
|
11,441
|
|
17,158
|
|
95.3%
|
|
1,736
|
|
1.02
|
|
37.7%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Florida
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
South Florida
|
|
9,334
|
|
3,768
|
|
5,566
|
|
93.4%
|
|
2,186
|
|
1.14
|
|
14.6%
|
Tampa
|
|
8,853
|
|
3,920
|
|
4,933
|
|
94.4%
|
|
1,594
|
|
0.82
|
|
9.6%
|
Orlando
|
|
5,679
|
|
1,943
|
|
3,736
|
|
95.4%
|
|
1,527
|
|
0.80
|
|
7.0%
|
Jacksonville
|
|
1,945
|
|
N/A
|
|
1,945
|
|
94.6%
|
|
1,569
|
|
0.79
|
|
3.8%
|
Florida Subtotal
|
|
25,811
|
|
9,631
|
|
16,180
|
|
94.3%
|
|
1,778
|
|
0.92
|
|
35.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Southeastern United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Atlanta
|
|
12,428
|
|
5,075
|
|
7,353
|
|
94.9%
|
|
1,389
|
|
0.67
|
|
12.6%
|
Charlotte
|
|
4,895
|
|
1,721
|
|
3,174
|
|
94.1%
|
|
1,386
|
|
0.70
|
|
5.2%
|
Nashville
|
|
761
|
|
761
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
Southeastern United States Subtotal
|
|
18,084
|
|
7,557
|
|
10,527
|
|
94.7%
|
|
1,388
|
|
0.68
|
|
17.8%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Texas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Houston
|
|
2,597
|
|
2,597
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
Dallas
|
|
2,270
|
|
2,270
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
Texas Subtotal
|
|
4,867
|
|
4,867
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Midwest United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chicago
|
|
4,031
|
|
1,157
|
|
2,874
|
|
93.2%
|
|
2,023
|
|
1.20
|
|
6.9%
|
Minneapolis
|
|
1,178
|
|
N/A
|
|
1,178
|
|
95.0%
|
|
1,773
|
|
0.89
|
|
2.6%
|
Midwest United States Subtotal
|
|
5,209
|
|
1,157
|
|
4,052
|
|
93.7%
|
|
1,950
|
|
1.10
|
|
9.5%
|
Total/Average
|
|
82,570
|
|
34,653
|
|
47,917
|
|
94.7%
|
|
$1,692
|
|
$0.91
|
|
100.0%
|
|
(1)
|
As of
December 31, 2017
.
|
(2)
|
Represents average occupancy of the Legacy IH portfolio for the
year ended December 31, 2017
.
|
(3)
|
Represents average monthly rent, net of rental concessions, of the Legacy IH portfolio for the
year ended December 31, 2017
.
|
(4)
|
Represents the percentage of total revenue of the Legacy IH portfolio generated in each market for the
year ended December 31, 2017
.
|
|
|
High
|
|
Low
|
2017
|
|
|
|
|
First Quarter (beginning February 1, 2017)
|
|
$22.15
|
|
$19.80
|
Second Quarter
|
|
$22.43
|
|
$21.01
|
Third Quarter
|
|
$23.56
|
|
$20.76
|
Fourth Quarter
|
|
$24.30
|
|
$22.04
|
|
|
Record Date
|
|
Amount per Share
(1)
|
|
Pay Date
|
|
Total Amount Paid
(2)
|
||||
Q4-2017
|
|
October 24, 2017
|
|
$
|
0.08
|
|
|
November 7, 2017
|
|
$
|
25,139
|
|
Q3-2017
|
|
August 15, 2017
|
|
0.08
|
|
|
August 31, 2017
|
|
25,200
|
|
||
Q2-2017
|
|
May 15, 2017
|
|
0.06
|
|
|
May 31, 2017
|
|
18,800
|
|
||
Q1-2017
|
|
N/A
|
|
N/A
|
|
|
N/A
|
|
N/A
|
|
|
(1)
|
Amounts are displayed in actual dollars and are paid on a per share basis.
|
(2)
|
Amounts are displayed in thousands.
|
|
|
Cumulative Total Return As Of
|
||||||||||||||||||
|
|
February 1,
2017 |
|
March 31,
2017 |
|
June 30,
2017 |
|
September 30,
2017 |
|
December 31,
2017 |
||||||||||
Invitation Homes Inc.
|
|
$
|
100.00
|
|
|
$
|
109.15
|
|
|
$
|
108.45
|
|
|
$
|
113.97
|
|
|
$
|
119.02
|
|
S&P 500 Index
|
|
100.00
|
|
|
104.04
|
|
|
107.25
|
|
|
112.06
|
|
|
119.50
|
|
|||||
MSCI US REIT Index
|
|
100.00
|
|
|
102.30
|
|
|
103.99
|
|
|
104.95
|
|
|
106.43
|
|
|
|
As of December 31, 2017
|
||||
|
|
Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights
(1)
|
|
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights
(2)
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
(3)
|
Equity compensation plans approved by stockholders:
|
|
|
|
|
|
|
Omnibus Incentive Plan
|
|
2,556,297
|
|
—
|
|
12,033,624
|
SWH Equity Plans
(4)
|
|
949,698
|
|
—
|
|
—
|
Equity compensation plans not approved by stockholders
|
|
—
|
|
—
|
|
—
|
Total
|
|
3,505,995
|
|
—
|
|
12,033,624
|
|
(1)
|
Includes shares of our common stock that may be issued upon the vesting of time-vesting and performance-vesting RSUs. The number of shares to be issued in respect of performance-vesting RSUs has been calculated assumes maximum levels of performance will be achieved.
|
(2)
|
Because there is no exercise price associated with RSUs, no amounts are included above.
|
(3)
|
Excludes securities reflected in the Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights column above.
|
(4)
|
On November 16, 2017, in connection with the Mergers, we assumed the SWH Equity Plans. As the SWH Equity Plans were previously approved by SWH’s shareholders before we assumed these plans, and as we will not make future grants or awards under these plans, they are listed as “approved by stockholders.” As such, the
4,463,857
securities remaining available under the SWH Equity Plans have been excluded from the table above.
|
($ in thousands,
except per share data
)
|
|
For the Years Ended December 31,
|
||||||||||||||
Selected Statement of Operations Data:
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||
Total revenues
|
|
$
|
1,054,456
|
|
|
$
|
922,587
|
|
|
$
|
836,049
|
|
|
$
|
658,722
|
|
Total operating expenses
|
|
936,249
|
|
|
731,810
|
|
|
721,672
|
|
|
690,545
|
|
||||
Operating income
|
|
118,207
|
|
|
190,777
|
|
|
114,377
|
|
|
(31,823
|
)
|
||||
Total other expenses
|
|
(257,929
|
)
|
|
(287,606
|
)
|
|
(276,857
|
)
|
|
(237,803
|
)
|
||||
Loss from continuing operations
|
|
(139,722
|
)
|
|
(96,829
|
)
|
|
(162,480
|
)
|
|
(269,626
|
)
|
||||
Gain on sale of property, net of tax
|
|
33,896
|
|
|
18,590
|
|
|
2,272
|
|
|
(235
|
)
|
||||
Net loss attributable to non-controlling interests
|
|
489
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net loss attributable to common shareholders
|
|
$
|
(105,337
|
)
|
|
$
|
(78,239
|
)
|
|
$
|
(160,208
|
)
|
|
$
|
(269,861
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
February 1, 2017
through December 31, 2017 (1) |
|
|
|
|
|
|
||||||||
Net loss available to common shareholders — basic and diluted
|
|
$
|
(89,073
|
)
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding — basic and diluted
|
|
339,423,442
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
||||||||
Net loss per common share — basic and diluted
|
|
$
|
(0.26
|
)
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
Dividends declared per common share
|
|
$
|
0.22
|
|
|
|
|
|
|
|
|
(1)
|
Prior to the IPO, our business was conducted through the IH Holding Entities, which did not have a common capital structure upon which to compute historical earnings per share. Accordingly, earnings per shares has not been presented for historical periods prior to the IPO.
|
($ in thousands)
|
|
As of December 31,
|
||||||||||||||
Summary Balance Sheet Data:
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||
Investments in single-family residential properties, net
|
|
$
|
17,312,264
|
|
|
$
|
9,002,515
|
|
|
$
|
9,052,701
|
|
|
$
|
8,488,553
|
|
Cash and cash equivalents
|
|
179,878
|
|
|
198,119
|
|
|
274,818
|
|
|
285,596
|
|
||||
Other assets, net
|
|
1,191,496
|
|
|
531,717
|
|
|
469,459
|
|
|
425,504
|
|
||||
Total assets
|
|
$
|
18,683,638
|
|
|
$
|
9,732,351
|
|
|
$
|
9,796,978
|
|
|
$
|
9,199,653
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total debt
|
|
$
|
9,651,662
|
|
|
$
|
7,570,279
|
|
|
$
|
7,725,957
|
|
|
$
|
6,564,643
|
|
Other liabilities
|
|
382,101
|
|
|
204,649
|
|
|
183,990
|
|
|
178,409
|
|
||||
Total liabilities
|
|
10,033,763
|
|
|
7,774,928
|
|
|
7,909,947
|
|
|
6,743,052
|
|
||||
Total equity
|
|
8,649,875
|
|
|
1,957,423
|
|
|
1,887,031
|
|
|
2,456,601
|
|
||||
Total liabilities and equity
|
|
$
|
18,683,638
|
|
|
$
|
9,732,351
|
|
|
$
|
9,796,978
|
|
|
$
|
9,199,653
|
|
|
|
|
|
|
|
Legacy IH
|
||||||||
Market
|
|
Total Portfolio Number of Homes
(1)
|
|
Legacy SWH Number of Homes
(1)
|
|
Number of Homes
(1)
|
|
Average
Occupancy (2) |
|
Average Monthly
Rent (3) |
|
Average Monthly
Rent PSF (3) |
|
% of
Revenue (4) |
Western United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Southern California
|
|
8,384
|
|
3,752
|
|
4,632
|
|
95.5%
|
|
$2,267
|
|
$1.33
|
|
12.7%
|
Northern California
|
|
4,606
|
|
1,759
|
|
2,847
|
|
95.8%
|
|
1,780
|
|
1.13
|
|
6.7%
|
Seattle
|
|
3,271
|
|
N/A
|
|
3,271
|
|
94.7%
|
|
1,956
|
|
1.03
|
|
8.3%
|
Phoenix
|
|
7,435
|
|
1,990
|
|
5,445
|
|
95.3%
|
|
1,179
|
|
0.74
|
|
8.2%
|
Las Vegas
|
|
2,708
|
|
1,745
|
|
963
|
|
95.2%
|
|
1,463
|
|
0.76
|
|
1.8%
|
Denver
|
|
2,195
|
|
2,195
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
Western United States Subtotal
|
|
28,599
|
|
11,441
|
|
17,158
|
|
95.3%
|
|
1,736
|
|
1.02
|
|
37.7%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Florida
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
South Florida
|
|
9,334
|
|
3,768
|
|
5,566
|
|
93.4%
|
|
2,186
|
|
1.14
|
|
14.6%
|
Tampa
|
|
8,853
|
|
3,920
|
|
4,933
|
|
94.4%
|
|
1,594
|
|
0.82
|
|
9.6%
|
Orlando
|
|
5,679
|
|
1,943
|
|
3,736
|
|
95.4%
|
|
1,527
|
|
0.80
|
|
7.0%
|
Jacksonville
|
|
1,945
|
|
N/A
|
|
1,945
|
|
94.6%
|
|
1,569
|
|
0.79
|
|
3.8%
|
Florida Subtotal
|
|
25,811
|
|
9,631
|
|
16,180
|
|
94.3%
|
|
1,778
|
|
0.92
|
|
35.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Southeastern United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Atlanta
|
|
12,428
|
|
5,075
|
|
7,353
|
|
94.9%
|
|
1,389
|
|
0.67
|
|
12.6%
|
Charlotte
|
|
4,895
|
|
1,721
|
|
3,174
|
|
94.1%
|
|
1,386
|
|
0.70
|
|
5.2%
|
Nashville
|
|
761
|
|
761
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
Southeastern United States Subtotal
|
|
18,084
|
|
7,557
|
|
10,527
|
|
94.7%
|
|
1,388
|
|
0.68
|
|
17.8%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Texas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Houston
|
|
2,597
|
|
2,597
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
Dallas
|
|
2,270
|
|
2,270
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
Texas Subtotal
|
|
4,867
|
|
4,867
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Midwest United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chicago
|
|
4,031
|
|
1,157
|
|
2,874
|
|
93.2%
|
|
2,023
|
|
1.20
|
|
6.9%
|
Minneapolis
|
|
1,178
|
|
N/A
|
|
1,178
|
|
95.0%
|
|
1,773
|
|
0.89
|
|
2.6%
|
Midwest United States Subtotal
|
|
5,209
|
|
1,157
|
|
4,052
|
|
93.7%
|
|
1,950
|
|
1.10
|
|
9.5%
|
Total/Average
|
|
82,570
|
|
34,653
|
|
47,917
|
|
94.7%
|
|
$1,692
|
|
$0.91
|
|
100.0%
|
|
(1)
|
As of
December 31, 2017
.
|
(2)
|
Represents average occupancy of the Legacy IH portfolio for the
year ended December 31, 2017
.
|
(3)
|
Represents average monthly rent, net of rental concessions, of the Legacy IH portfolio for the
year ended December 31, 2017
.
|
(4)
|
Represents the percentage of total revenue of the Legacy IH portfolio generated in each market for the
year ended December 31, 2017
.
|
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
Revenues:
|
|
|
|
|
|
|
|
|
|||||||
Rental revenues
|
|
$
|
994,921
|
|
|
$
|
877,991
|
|
|
$
|
116,930
|
|
|
13.3
|
%
|
Other property income
|
|
59,535
|
|
|
44,596
|
|
|
14,939
|
|
|
33.5
|
%
|
|||
Total revenues
|
|
1,054,456
|
|
|
922,587
|
|
|
131,869
|
|
|
14.3
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|||||||
Property operating and maintenance
|
|
391,495
|
|
|
360,327
|
|
|
31,168
|
|
|
8.6
|
%
|
|||
Property management expense
|
|
43,344
|
|
|
30,493
|
|
|
12,851
|
|
|
42.1
|
%
|
|||
General and administrative
|
|
167,739
|
|
|
69,102
|
|
|
98,637
|
|
|
142.7
|
%
|
|||
Depreciation and amortization
|
|
309,578
|
|
|
267,681
|
|
|
41,897
|
|
|
15.7
|
%
|
|||
Impairment and other
|
|
24,093
|
|
|
4,207
|
|
|
19,886
|
|
|
472.7
|
%
|
|||
Total operating expenses
|
|
936,249
|
|
|
731,810
|
|
|
204,439
|
|
|
27.9
|
%
|
|||
Operating income
|
|
118,207
|
|
|
190,777
|
|
|
(72,570
|
)
|
|
(38.0
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Other expenses:
|
|
|
|
|
|
|
|
|
|||||||
Interest expense
|
|
(256,970
|
)
|
|
(286,048
|
)
|
|
(29,078
|
)
|
|
(10.2
|
)%
|
|||
Other, net
|
|
(959
|
)
|
|
(1,558
|
)
|
|
(599
|
)
|
|
(38.4
|
)%
|
|||
Total other expenses
|
|
(257,929
|
)
|
|
(287,606
|
)
|
|
(29,677
|
)
|
|
(10.3
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Loss from continuing operations
|
|
$
|
(139,722
|
)
|
|
$
|
(96,829
|
)
|
|
$
|
42,893
|
|
|
44.3
|
%
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
($ in thousands)
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
Revenues:
|
|
|
|
|
|
|
|
|||||||
Rental revenues
|
$
|
877,991
|
|
|
$
|
800,210
|
|
|
$
|
77,781
|
|
|
9.7
|
%
|
Other property income
|
44,596
|
|
|
35,839
|
|
|
8,757
|
|
|
24.4
|
%
|
|||
Total revenues
|
922,587
|
|
|
836,049
|
|
|
86,538
|
|
|
10.4
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Operating expenses:
|
|
|
|
|
|
|
|
|||||||
Property operating and maintenance
|
360,327
|
|
|
347,962
|
|
|
12,365
|
|
|
3.6
|
%
|
|||
Property management expense
|
30,493
|
|
|
39,459
|
|
|
(8,966
|
)
|
|
(22.7
|
)%
|
|||
General and administrative
|
69,102
|
|
|
79,428
|
|
|
(10,326
|
)
|
|
(13.0
|
)%
|
|||
Depreciation and amortization
|
267,681
|
|
|
250,239
|
|
|
17,442
|
|
|
7.0
|
%
|
|||
Impairment and other
|
4,207
|
|
|
4,584
|
|
|
(377
|
)
|
|
(8.2
|
)%
|
|||
Total operating expenses
|
731,810
|
|
|
721,672
|
|
|
10,138
|
|
|
1.4
|
%
|
|||
Operating income
|
190,777
|
|
|
114,377
|
|
|
76,400
|
|
|
66.8
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Other income (expenses):
|
|
|
|
|
|
|
|
|||||||
Interest expense
|
(286,048
|
)
|
|
(273,736
|
)
|
|
12,312
|
|
|
4.5
|
%
|
|||
Other
|
(1,558
|
)
|
|
(3,121
|
)
|
|
(1,563
|
)
|
|
(50.1
|
)%
|
|||
Total other income (expenses)
|
(287,606
|
)
|
|
(276,857
|
)
|
|
10,749
|
|
|
3.9
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Loss from continuing operations
|
$
|
(96,829
|
)
|
|
$
|
(162,480
|
)
|
|
$
|
65,651
|
|
|
40.4
|
%
|
|
|
|
|
|
|
|
|
|
|
Outstanding Principal Balance
(3)
|
||||||
($ in thousands)
|
|
Maturity Date
|
|
Maturity Date if Fully Extended
(1)
|
|
Interest Rate
(2)
|
|
Range of Spreads
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
IH1 2013-1
|
|
N/A
|
|
N/A
|
|
—%
|
|
125-375 bps
|
|
$
|
—
|
|
|
$
|
462,431
|
|
IH1 2014-1
|
|
N/A
|
|
N/A
|
|
—%
|
|
107-382 bps
|
|
—
|
|
|
978,231
|
|
||
IH1 2014-2, net
|
|
N/A
|
|
N/A
|
|
—%
|
|
117-407 bps
|
|
—
|
|
|
710,664
|
|
||
IH1 2014-3, net
|
|
N/A
|
|
N/A
|
|
—%
|
|
126-506 bps
|
|
—
|
|
|
766,753
|
|
||
IH2 2015-1, net
(4)(5)
|
|
March 9, 2019
|
|
March 9, 2020
|
|
3.99%
|
|
152-437 bps
|
|
528,795
|
|
|
531,318
|
|
||
IH2 2015-2
(4)
|
|
June 9, 2018
|
|
June 9, 2020
|
|
3.57%
|
|
142-377 bps
|
|
627,259
|
|
|
630,283
|
|
||
IH2 2015-3
(4)
|
|
August 9, 2018
|
|
August 7, 2020
|
|
3.80%
|
|
136-481 bps
|
|
1,165,886
|
|
|
1,184,314
|
|
||
IH1 2017-1
(6)
|
|
June 9, 2027
|
|
N/A
|
|
4.23%
|
|
N/A
|
|
996,453
|
|
|
—
|
|
||
IH1 2017-2
(4)
|
|
December 9, 2019
|
|
December 9, 2024
|
|
3.06%
|
|
91-306 bps
|
|
863,413
|
|
|
—
|
|
||
CAH 2014-1
(4)(7)
|
|
May 9, 2018
|
|
May 9, 2019
|
|
3.28%
|
|
125-290 bps
|
|
473,384
|
|
|
—
|
|
||
CAH 2014-2
(4)(7)
|
|
July 9, 2018
|
|
July 9, 2019
|
|
3.32%
|
|
105-345 bps
|
|
385,401
|
|
|
—
|
|
||
CAH 2015-1
(4)
|
|
July 9, 2018
|
|
July 9, 2020
|
|
3.45%
|
|
128-373 bps
|
|
656,551
|
|
|
—
|
|
||
CSH 2016-1
(4)
|
|
July 9, 2018
|
|
July 9, 2021
|
|
3.87%
|
|
158-508 bps
|
|
531,517
|
|
|
—
|
|
||
CSH 2016-2
(4)
|
|
December 9, 2018
|
|
December 9, 2021
|
|
3.41%
|
|
133-423 bps
|
|
609,815
|
|
|
—
|
|
||
SWH 2017-1
(4)
|
|
October 9, 2019
|
|
January 9, 2023
|
|
3.11%
|
|
102-347 bps
|
|
769,754
|
|
|
—
|
|
||
Total Securitizations
|
|
7,608,228
|
|
|
5,263,994
|
|
||||||||||
Less deferred financing costs, net
|
|
(28,075
|
)
|
|
(9,256
|
)
|
||||||||||
Total
|
|
$
|
7,580,153
|
|
|
$
|
5,254,738
|
|
|
(1)
|
Represents the maturity date if we exercise each of the remaining one-year extension options available, which are subject to certain conditions being met.
|
(2)
|
Except for IH 2017-1, interest rates are based on a weighted average spread over LIBOR, plus applicable servicing fees; as of
December 31, 2017
, LIBOR was
1.56%
. Our IH 2017-1 mortgage loan bears interest at a fixed rate of
4.23%
per annum, equal to the market determined pass-through rate payable on the certificates including applicable servicing fees
.
|
(3)
|
Outstanding principal balance is net of discounts and does not include deferred financing costs, net.
|
(4)
|
The initial maturity term of each of these mortgage loans is
two
to
three
years, individually subject to
two
to
five
,
one
‑year extension options at the borrower’s discretion (provided that there is no continuing event of default under the loan agreement and the borrower obtains a replacement interest rate cap agreement in a form reasonably acceptable to the lender). Our IH2 2015-2, IH2 2015-3, CAH 2014-1 and CAH 2015-1 mortgage loans have exercised the first extension option; and IH2 2015-1, and CAH 2014-2 have exercised the second extension option. The maturity dates above are reflective of all extensions that have been exercised.
|
(5)
|
Net of unamortized discount of
$0.0 million
and
$0.1 million
as of
December 31, 2017
and
2016
, respectively.
|
(6)
|
Net of unamortized discount of
$3.3 million
as of
December 31, 2017
.
|
(7)
|
On February 8, 2018, the outstanding balances of CAH 2014-1 and CAH 2014-2 were repaid in full with proceeds from IH 2018-1, a new securitization transaction
.
|
|
(1)
|
Interest rates for the Term Loan Facility and the Revolving Facility are based on LIBOR plus an applicable margin of
1.70%
and
1.75%
, respectively; as of
December 31, 2017
, LIBOR was
1.56%
.
|
($ in thousands)
|
|
Coupon
Rate |
|
Effective
Rate (1) |
|
Conversion Rate
(2)
|
|
Maturity Date
|
|
Amortization
Period |
|
Principal Amount
|
|||||
2019 Convertible Notes
|
|
3.00
|
%
|
|
4.92
|
%
|
|
53.0969
|
|
|
7/1/2019
|
|
1.50 years
|
|
$
|
230,000
|
|
2022 Convertible Notes
|
|
3.50
|
%
|
|
5.12
|
%
|
|
43.7694
|
|
|
1/15/2022
|
|
4.04 years
|
|
345,000
|
|
|
Total
|
575,000
|
|
|||||||||||||||
Net unamortized fair value adjustment
|
(26,464
|
)
|
|||||||||||||||
Total
|
$
|
548,536
|
|
|
(1)
|
Effective rate includes the effect of the adjustment to the fair value of the debt as of the Merger Date, the value of which reduced the initial liability recorded to
$223.2 million
and
$324.3 million
for each of the 2019 Convertible Notes and 2022 Convertible Notes, respectively.
|
(2)
|
We generally have the option to settle any conversions in cash, common stock or a combination thereof. The conversion rate represents the number of shares of common stock issuable per
$1,000
principal amount (actual $) of Convertible Senior Notes converted at
December 31, 2017
, as adjusted in accordance with the applicable indentures as a result of cash dividend payments and the effects of the Mergers. The Convertible Senior Notes did not meet the criteria for conversion as of
December 31, 2017
, except as noted below in connection with the completion of the Mergers.
|
Agreement Date
|
|
Forward
Effective Date |
|
Maturity Date
|
|
Strike Rate
|
|
Index
|
|
Notional Amount
|
||
February 23, 2016
|
|
March 15, 2017
|
|
March 15, 2018
|
|
0.85%
|
|
One-month LIBOR
|
|
$
|
800,000
|
|
February 23, 2016
|
|
March 15, 2017
|
|
March 15, 2018
|
|
0.80%
|
|
One-month LIBOR
|
|
800,000
|
|
|
February 23, 2016
|
|
March 15, 2018
|
|
March 15, 2019
|
|
1.10%
|
|
One-month LIBOR
|
|
800,000
|
|
|
February 23, 2016
|
|
March 15, 2018
|
|
March 15, 2019
|
|
1.06%
|
|
One-month LIBOR
|
|
800,000
|
|
|
June 3, 2016
|
|
July 15, 2017
|
|
July 15, 2018
|
|
0.93%
|
|
One-month LIBOR
|
|
450,000
|
|
|
June 3, 2016
|
|
July 15, 2018
|
|
July 15, 2019
|
|
1.12%
|
|
One-month LIBOR
|
|
450,000
|
|
|
June 3, 2016
|
|
July 15, 2019
|
|
July 15, 2020
|
|
1.30%
|
|
One-month LIBOR
|
|
450,000
|
|
|
June 3, 2016
|
|
July 15, 2020
|
|
July 15, 2021
|
|
1.47%
|
|
One-month LIBOR
|
|
450,000
|
|
|
December 21, 2016
|
|
February 28, 2017
|
|
January 31, 2022
|
|
1.97%
|
|
One-month LIBOR
|
|
750,000
|
|
|
December 21, 2016
|
|
February 28, 2017
|
|
January 31, 2022
|
|
1.97%
|
|
One-month LIBOR
|
|
750,000
|
|
|
January 10, 2017
|
|
January 15, 2017
|
|
January 15, 2018
|
|
1.04%
|
|
One-month LIBOR
|
|
550,000
|
|
|
January 10, 2017
|
|
January 15, 2018
|
|
January 15, 2019
|
|
1.58%
|
|
One-month LIBOR
|
|
550,000
|
|
|
January 10, 2017
|
|
January 15, 2019
|
|
January 15, 2020
|
|
1.93%
|
|
One-month LIBOR
|
|
550,000
|
|
|
January 10, 2017
|
|
January 15, 2020
|
|
January 15, 2021
|
|
2.13%
|
|
One-month LIBOR
|
|
550,000
|
|
|
January 10, 2017
|
|
January 15, 2021
|
|
July 15, 2021
|
|
2.23%
|
|
One-month LIBOR
|
|
550,000
|
|
|
January 12, 2017
|
|
February 28, 2017
|
|
August 7, 2020
|
|
1.59%
|
|
One-month LIBOR
|
|
1,100,000
|
|
|
January 13, 2017
|
|
February 28, 2017
|
|
June 9, 2020
|
|
1.63%
|
|
One-month LIBOR
|
|
595,000
|
|
|
January 20, 2017
|
|
February 28, 2017
|
|
March 9, 2020
|
|
1.60%
|
|
One-month LIBOR
|
|
325,000
|
|
|
March 29, 2017
|
|
March 15, 2019
|
|
March 15, 2022
|
|
2.21%
|
|
One-month LIBOR
|
|
800,000
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
Net cash provided by operating activities
|
|
$
|
259,789
|
|
|
$
|
250,126
|
|
|
$
|
9,663
|
|
|
3.9
|
%
|
Net cash provided by (used in) investing activities
|
|
53,282
|
|
|
(255,037
|
)
|
|
308,319
|
|
|
120.9
|
%
|
|||
Net cash used in financing activities
|
|
(331,312
|
)
|
|
(71,788
|
)
|
|
(259,524
|
)
|
|
(361.5
|
)%
|
|||
Change in cash and cash equivalents
|
|
$
|
(18,241
|
)
|
|
$
|
(76,699
|
)
|
|
$
|
58,458
|
|
|
76.2
|
%
|
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
($ in thousands)
|
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
Net cash provided by operating activities
|
|
$
|
250,126
|
|
|
$
|
197,474
|
|
|
$
|
52,652
|
|
|
26.7
|
%
|
Net cash used in investing activities
|
|
(255,037
|
)
|
|
(859,833
|
)
|
|
604,796
|
|
|
70.3
|
%
|
|||
Net cash (used in) provided by financing activities
|
|
(71,788
|
)
|
|
651,581
|
|
|
(723,369
|
)
|
|
(111.0
|
)%
|
|||
Change in cash and cash equivalents
|
|
$
|
(76,699
|
)
|
|
$
|
(10,778
|
)
|
|
$
|
(65,921
|
)
|
|
(611.6
|
)%
|
($ in thousands)
|
|
Total
|
|
2018
|
|
2019-2020
|
|
2021-2022
|
|
Thereafter
|
||||||||||
Mortgage loans, net
(1)
|
|
$
|
8,783,721
|
|
|
$
|
273,103
|
|
|
$
|
4,280,814
|
|
|
$
|
1,357,028
|
|
|
$
|
2,872,776
|
|
Term Loan Facility, net
(1)
|
|
1,700,557
|
|
|
48,900
|
|
|
97,800
|
|
|
1,553,857
|
|
|
—
|
|
|||||
Revolving Facility
(1)(2)
|
|
49,068
|
|
|
4,536
|
|
|
9,072
|
|
|
35,460
|
|
|
—
|
|
|||||
Convertible Senior Notes
(3)
|
|
643,138
|
|
|
18,975
|
|
|
261,050
|
|
|
363,113
|
|
|
—
|
|
|||||
Interest rate swaps
(4)
|
|
39,932
|
|
|
—
|
|
|
24,490
|
|
|
15,442
|
|
|
—
|
|
|||||
Purchase commitments
(5)
|
|
75,368
|
|
|
75,368
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease obligations
|
|
23,390
|
|
|
5,943
|
|
|
9,160
|
|
|
5,968
|
|
|
2,319
|
|
|||||
Capital lease obligations
|
|
258
|
|
|
97
|
|
|
161
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
11,315,432
|
|
|
$
|
426,922
|
|
|
$
|
4,682,547
|
|
|
$
|
3,330,868
|
|
|
$
|
2,875,095
|
|
|
(1)
|
Includes estimated interest payments on the respective debt based on amounts outstanding as of
December 31, 2017
at rates in effect as of such date.
|
(2)
|
Includes the related unused commitment fee.
|
(3)
|
Obligations are calculated using coupon rates of the Convertible Senior Notes.
|
(4)
|
Net obligations calculated using LIBOR as of
December 31, 2017
, or
1.56%
.
|
(5)
|
Commitments to acquire
303
single-family rental homes.
|
|
|
Year Ended December 31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net loss available to common shareholders
|
|
$
|
(105,952
|
)
|
|
$
|
(78,239
|
)
|
|
$
|
(160,208
|
)
|
Net loss available to participating securities
|
|
615
|
|
|
—
|
|
|
—
|
|
|||
Non-controlling interests
|
|
(489
|
)
|
|
—
|
|
|
—
|
|
|||
Interest expense
|
|
256,970
|
|
|
286,048
|
|
|
273,736
|
|
|||
Depreciation and amortization
|
|
309,578
|
|
|
267,681
|
|
|
250,239
|
|
|||
EBITDA
|
|
460,722
|
|
|
475,490
|
|
|
363,767
|
|
|||
Share-based compensation expense
(1)
|
|
81,203
|
|
|
10,210
|
|
|
27,924
|
|
|||
IPO related expenses
|
|
8,287
|
|
|
12,979
|
|
|
—
|
|
|||
Merger and transaction-related expenses
|
|
29,802
|
|
|
—
|
|
|
—
|
|
|||
Severance
|
|
12,048
|
|
|
—
|
|
|
—
|
|
|||
Impairment and other
(2)
|
|
24,093
|
|
|
4,207
|
|
|
4,584
|
|
|||
Acquisition costs
|
|
—
|
|
|
50
|
|
|
275
|
|
|||
Gain on sale of property, net of tax
|
|
(33,896
|
)
|
|
(18,590
|
)
|
|
(2,272
|
)
|
|||
Other, net
(3)
|
|
959
|
|
|
1,508
|
|
|
2,846
|
|
|||
Adjusted EBITDA
|
|
$
|
583,218
|
|
|
$
|
485,854
|
|
|
$
|
397,124
|
|
|
(1)
|
For the years ended
December 31, 2017, 2016, and 2015
,
$70,906
,
$10,014
, and
$23,758
was recorded in general and administrative expense, respectively, and
$10,297
,
$196
, and
$4,166
was recorded in property management expense, respectively.
|
(2)
|
Includes accrual of
$21,500
for losses/damages related to Hurricane Irma for the year ended
December 31, 2017
.
|
(3)
|
Includes interest income and other miscellaneous income and expenses.
|
|
|
Year Ended December 31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net loss available to common shareholders
|
|
$
|
(105,952
|
)
|
|
$
|
(78,239
|
)
|
|
$
|
(160,208
|
)
|
Net loss available to participating securities
|
|
615
|
|
|
—
|
|
|
—
|
|
|||
Non-controlling interests
|
|
(489
|
)
|
|
—
|
|
|
—
|
|
|||
Interest expense
|
|
256,970
|
|
|
286,048
|
|
|
273,736
|
|
|||
Depreciation and amortization
|
|
309,578
|
|
|
267,681
|
|
|
250,239
|
|
|||
General and administrative
(1)
|
|
167,739
|
|
|
69,102
|
|
|
79,428
|
|
|||
Property management expense
(2)
|
|
43,344
|
|
|
30,493
|
|
|
39,459
|
|
|||
Impairment and other
(3)
|
|
24,093
|
|
|
4,207
|
|
|
4,584
|
|
|||
Acquisition costs
|
|
—
|
|
|
50
|
|
|
275
|
|
|||
Gain on sale of property, net of tax
|
|
(33,896
|
)
|
|
(18,590
|
)
|
|
(2,272
|
)
|
|||
Other, net
(4)
|
|
959
|
|
|
1,508
|
|
|
2,846
|
|
|||
NOI (total portfolio)
|
|
662,961
|
|
|
562,260
|
|
|
488,087
|
|
|||
Non-Same Store NOI
|
|
(112,366
|
)
|
|
(49,735
|
)
|
|
(83,515
|
)
|
|||
NOI (Same Store portfolio)
(5)
|
|
$
|
550,595
|
|
|
$
|
512,525
|
|
|
$
|
404,572
|
|
|
(1)
|
Includes
$70,906
,
$10,014
, and
$23,758
of share-based compensation expense for the years ended
December 31, 2017, 2016, and 2015
, respectively.
|
(2)
|
Includes
$10,297
,
$196
, and
$4,166
of share-based compensation expense for the years ended
December 31, 2017, 2016, and 2015
, respectively.
|
(3)
|
Includes accrual of
$21,500
for losses/damages related to Hurricane Irma for the year ended
December 31, 2017
.
|
(4)
|
Includes interest income and other miscellaneous income and expenses.
|
(5)
|
Same Store (consisting of homes which had commenced their initial post-renovation lease prior to October 3rd of the year prior to the first year of the comparison period) homes are
42,689
for the
years ended December 31, 2017 and 2016
and
36,469
for the year ended
December 31, 2015
.
|
|
|
Year Ended December 31,
|
||||||||||
($ in thousands, except per share data)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net loss available to common shareholders
|
|
$
|
(105,952
|
)
|
|
$
|
(78,239
|
)
|
|
$
|
(160,208
|
)
|
Add (deduct) adjustments from net income to derive FFO:
|
|
|
|
|
|
|
||||||
Net loss available to participating securities
|
|
615
|
|
|
—
|
|
|
—
|
|
|||
Non-controlling interests
|
|
(489
|
)
|
|
—
|
|
|
—
|
|
|||
Depreciation and amortization on real estate assets
|
|
305,851
|
|
|
263,093
|
|
|
245,666
|
|
|||
Impairment on depreciated real estate investments
|
|
2,231
|
|
|
2,282
|
|
|
1,448
|
|
|||
Net gain on sale of previously depreciated investments in real estate
|
|
(33,896
|
)
|
|
(18,590
|
)
|
|
(2,272
|
)
|
|||
FFO
|
|
168,360
|
|
|
168,546
|
|
|
84,634
|
|
|||
Noncash interest expense related to amortization of deferred financing costs, loan discounts and noncash interest expense from derivatives
|
|
29,506
|
|
|
59,402
|
|
|
69,849
|
|
|||
Share-based compensation expense
(1)
|
|
81,203
|
|
|
10,210
|
|
|
27,924
|
|
|||
IPO related expenses
|
|
8,287
|
|
|
12,979
|
|
|
—
|
|
|||
Merger and transaction-related expenses
|
|
29,802
|
|
|
—
|
|
|
—
|
|
|||
Severance expense
|
|
12,048
|
|
|
2,363
|
|
|
7,547
|
|
|||
Casualty losses, net
(2)
|
|
21,862
|
|
|
1,925
|
|
|
3,136
|
|
|||
Acquisition costs
|
|
—
|
|
|
50
|
|
|
275
|
|
|||
Core FFO
|
|
351,068
|
|
|
255,475
|
|
|
193,365
|
|
|||
Recurring capital expenditures
|
|
(54,423
|
)
|
|
(47,877
|
)
|
|
(49,773
|
)
|
|||
Adjusted FFO
|
|
$
|
296,645
|
|
|
$
|
207,598
|
|
|
$
|
143,592
|
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding — diluted
(3)
|
|
338,933,198
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
||||||
FFO per common share – diluted
|
|
$
|
0.50
|
|
|
|
|
|
||||
Core FFO per common share – diluted
|
|
$
|
1.04
|
|
|
|
|
|
||||
AFFO per common share – diluted
|
|
$
|
0.88
|
|
|
|
|
|
|
(1)
|
For the years ended
December 31, 2017, 2016, and 2015
,
$70,906
,
$10,014
, and
$23,758
was recorded in general and administrative expense, respectively, and
$10,297
,
$196
, and
$4,166
was recorded in property management expense, respectively.
|
(2)
|
Includes accrual of
$21,500
for losses/damages related to Hurricane Irma for the year ended
December 31, 2017
.
|
(3)
|
Weighted average common shares outstanding – diluted was calculated using the two-class method and represents common share equivalents that are dilutive for FFO, Core FFO, and AFFO.
|
Invitation Homes as of December 31, 2017 and for the three years in the period ended December 31, 2017
|
|
Schedule III Real Estate and Accumulated Depreciation
|
(c)
|
Exhibits
|
Exhibit
number |
|
Description
|
10.3
|
|
|
|
|
|
10.4
|
|
|
|
|
|
10.5
|
|
|
|
|
|
10.6
|
|
|
|
|
|
10.7
|
|
|
|
|
|
10.8
|
|
|
|
|
|
10.9
|
|
|
|
|
|
10.10
|
|
|
|
|
|
10.11
|
|
|
|
|
|
10.12
|
|
|
|
|
|
10.13
|
|
|
|
|
|
10.14
|
|
|
|
|
|
10.15
|
|
Exhibit
number |
|
Description
|
|
|
|
10.16
|
|
|
|
|
|
10.17
|
|
|
|
|
|
10.18
|
|
|
|
|
|
10.19
|
|
|
|
|
|
10.20
|
|
|
|
|
|
10.21
|
|
|
|
|
|
10.22
|
|
|
|
|
|
10.23
|
|
|
|
|
|
10.24
|
|
|
|
|
|
10.25
|
|
|
|
|
|
10.26
|
|
|
|
|
|
10.27
|
|
|
|
|
|
10.28
|
|
Exhibit
number |
|
Description
|
|
|
|
10.29
|
|
|
|
|
|
10.30
|
|
|
|
|
|
10.31
|
|
|
|
|
|
10.32
|
|
|
|
|
|
10.33
|
|
|
|
|
|
10.34
|
|
|
|
|
|
10.35
|
|
|
|
|
|
10.36
|
|
|
|
|
|
10.37
|
|
|
|
|
|
10.38
|
|
|
|
|
|
10.39
|
|
|
|
|
|
10.40
|
|
|
|
|
|
10.41
|
|
|
|
|
|
10.42
|
|
Exhibit
number |
|
Description
|
|
|
|
10.43
|
|
|
|
|
|
10.44
|
|
|
|
|
|
10.45
|
|
|
|
|
|
10.46
|
|
|
|
|
|
10.47
|
|
|
|
|
|
10.48
|
|
|
|
|
|
10.49
|
|
|
|
|
|
10.50
|
|
|
|
|
|
10.51
|
|
|
|
|
|
10.52
|
|
|
|
|
|
21.1
|
|
|
|
|
|
23.1
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
Exhibit
number |
|
Description
|
|
|
|
32.1
|
|
|
|
|
|
32.2
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document.
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
Invitation Homes Inc.
|
|
|
|
By:
|
/s/ Frederick C. Tuomi
|
|
Name:
Frederick C. Tuomi
|
|
Title: President and Chief Executive Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Frederick C. Tuomi
|
|
President, Chief Executive Officer and Director
|
Frederick C. Tuomi
|
|
(Principal Executive Officer)
|
|
|
|
/s/ Ernest M. Freedman
|
|
Executive Vice President and Chief Financial Officer
|
Ernest M. Freedman
|
|
(Principal Financial Officer)
|
|
|
|
/s/ Kimberly K. Norrell
|
|
Senior Vice President and Chief Accounting Officer
|
Kimberly K. Norrell
|
|
(Principal Accounting Officer)
|
|
|
|
/s/ Bryce Blair
|
|
Chairman and Director
|
Bryce Blair
|
|
|
|
|
|
/s/ Richard D. Bronson
|
|
Director
|
Richard D. Bronson
|
|
|
|
|
|
/s/ Michael D. Fascitelli
|
|
Director
|
Michael D. Fascitelli
|
|
|
|
|
|
/s/ Jonathan D. Gray
|
|
Director
|
Jonathan D. Gray
|
|
|
|
|
|
/s/ Robert G. Harper
|
|
Director
|
Robert G. Harper
|
|
|
Signature
|
|
Title
|
|
|
|
/s/ Jeffrey E. Kelter
|
|
Director
|
Jeffrey E. Kelter
|
|
|
|
|
|
/s/ John B. Rhea
|
|
Director
|
John B. Rhea
|
|
|
|
|
|
/s/ Janice L. Sears
|
|
Director
|
Janice L. Sears
|
|
|
|
|
|
/s/ William J. Stein
|
|
Director
|
William J. Stein
|
|
|
|
|
|
/s/ Barry S. Sternlicht
|
|
Director
|
Barry S. Sternlicht
|
|
|
|
|
2017
|
|
2016
|
||||
Assets:
|
|
|
|
|
||||
Investments in single-family residential properties:
|
|
|
|
|
||||
Land
|
|
$
|
4,646,917
|
|
|
$
|
2,703,388
|
|
Building and improvements
|
|
13,740,981
|
|
|
7,091,457
|
|
||
|
|
18,387,898
|
|
|
9,794,845
|
|
||
Less: accumulated depreciation
|
|
(1,075,634
|
)
|
|
(792,330
|
)
|
||
Investments in single-family residential properties, net
|
|
17,312,264
|
|
|
9,002,515
|
|
||
Cash and cash equivalents
|
|
179,878
|
|
|
198,119
|
|
||
Restricted cash
|
|
236,684
|
|
|
222,092
|
|
||
Goodwill
|
|
258,207
|
|
|
—
|
|
||
Other assets, net
|
|
696,605
|
|
|
309,625
|
|
||
Total assets
|
|
$
|
18,683,638
|
|
|
$
|
9,732,351
|
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
||||
Mortgage loans, net
|
|
$
|
7,580,153
|
|
|
$
|
5,254,738
|
|
Term loan facility, net
|
|
1,487,973
|
|
|
—
|
|
||
Revolving facility
|
|
35,000
|
|
|
—
|
|
||
Credit facilities, net
|
|
—
|
|
|
2,315,541
|
|
||
Convertible senior notes, net
|
|
548,536
|
|
|
—
|
|
||
Accounts payable and accrued expenses
|
|
193,413
|
|
|
88,052
|
|
||
Resident security deposits
|
|
146,689
|
|
|
86,513
|
|
||
Other liabilities
|
|
41,999
|
|
|
30,084
|
|
||
Total liabilities
|
|
10,033,763
|
|
|
7,774,928
|
|
||
|
|
|
|
|
||||
Equity:
|
|
|
|
|
||||
Shareholders' equity
|
|
|
|
|
||||
Preferred stock, $0.01 par value per share, 900,000,000 shares authorized, none outstanding at December 31, 2017
|
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value per share, 9,000,000,000 shares authorized, 519,173,142 outstanding at December 31, 2017
|
|
5,192
|
|
|
—
|
|
||
Additional paid-in capital
|
|
8,602,603
|
|
|
—
|
|
||
Accumulated deficit
|
|
(157,595
|
)
|
|
—
|
|
||
Accumulated other comprehensive income
|
|
47,885
|
|
|
—
|
|
||
Total shareholders' equity
|
|
8,498,085
|
|
|
—
|
|
||
Non-controlling interests
|
|
151,790
|
|
|
—
|
|
||
Combined equity
|
|
—
|
|
|
1,957,423
|
|
||
Total equity
|
|
8,649,875
|
|
|
1,957,423
|
|
||
Total liabilities and equity
|
|
$
|
18,683,638
|
|
|
$
|
9,732,351
|
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Rental revenues
|
|
$
|
994,921
|
|
|
$
|
877,991
|
|
|
$
|
800,210
|
|
Other property income
|
|
59,535
|
|
|
44,596
|
|
|
35,839
|
|
|||
Total revenues
|
|
1,054,456
|
|
|
922,587
|
|
|
836,049
|
|
|||
|
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
||||||
Property operating and maintenance
|
|
391,495
|
|
|
360,327
|
|
|
347,962
|
|
|||
Property management expense
|
|
43,344
|
|
|
30,493
|
|
|
39,459
|
|
|||
General and administrative
|
|
167,739
|
|
|
69,102
|
|
|
79,428
|
|
|||
Depreciation and amortization
|
|
309,578
|
|
|
267,681
|
|
|
250,239
|
|
|||
Impairment and other
|
|
24,093
|
|
|
4,207
|
|
|
4,584
|
|
|||
Total operating expenses
|
|
936,249
|
|
|
731,810
|
|
|
721,672
|
|
|||
Operating income
|
|
118,207
|
|
|
190,777
|
|
|
114,377
|
|
|||
|
|
|
|
|
|
|
||||||
Other expenses:
|
|
|
|
|
|
|
||||||
Interest expense
|
|
(256,970
|
)
|
|
(286,048
|
)
|
|
(273,736
|
)
|
|||
Other, net
|
|
(959
|
)
|
|
(1,558
|
)
|
|
(3,121
|
)
|
|||
Total other expenses
|
|
(257,929
|
)
|
|
(287,606
|
)
|
|
(276,857
|
)
|
|||
|
|
|
|
|
|
|
||||||
Loss from continuing operations
|
|
(139,722
|
)
|
|
(96,829
|
)
|
|
(162,480
|
)
|
|||
Gain on sale of property, net of tax
|
|
33,896
|
|
|
18,590
|
|
|
2,272
|
|
|||
|
|
|
|
|
|
|
||||||
Net loss
|
|
(105,826
|
)
|
|
(78,239
|
)
|
|
(160,208
|
)
|
|||
Net loss attributable to non-controlling interests
|
|
489
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Net loss attributable to common shareholders
|
|
$
|
(105,337
|
)
|
|
$
|
(78,239
|
)
|
|
$
|
(160,208
|
)
|
|
|
|
|
|
|
|
||||||
|
|
February 1, 2017
through December 31, 2017 |
|
|
|
|
||||||
Net loss available to common shareholders — basic and diluted (Note 12)
|
|
$
|
(89,073
|
)
|
|
|
|
|
||||
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding — basic and diluted
|
|
339,423,442
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
||||||
Net loss per common share — basic and diluted
|
|
$
|
(0.26
|
)
|
|
|
|
|
||||
|
|
|
|
|
|
|
||||||
Dividends declared per common share
|
|
$
|
0.22
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net loss
|
|
$
|
(105,826
|
)
|
|
$
|
(78,239
|
)
|
|
$
|
(160,208
|
)
|
Other comprehensive loss
|
|
|
|
|
|
|
||||||
Unrealized gains on interest rate swaps
|
|
31,636
|
|
|
—
|
|
|
—
|
|
|||
Losses from interest rate swaps reclassified into earnings from accumulated other comprehensive income
|
|
16,708
|
|
|
—
|
|
|
—
|
|
|||
Other comprehensive income
|
|
48,344
|
|
|
—
|
|
|
—
|
|
|||
Comprehensive loss
|
|
(57,482
|
)
|
|
(78,239
|
)
|
|
(160,208
|
)
|
|||
Comprehensive loss attributable to non-controlling interests
|
|
30
|
|
|
—
|
|
|
—
|
|
|||
Comprehensive loss attributable to common shareholders
|
|
$
|
(57,452
|
)
|
|
$
|
(78,239
|
)
|
|
$
|
(160,208
|
)
|
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
|
Combined Equity
|
|
Number of Shares
|
|
Amount
|
|
Additional
Paid-in Capital |
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Income
|
|
Total Shareholders' Equity
|
|
Non-Controlling Interests
|
|
Total Equity
|
|||||||||||||||||
Balance as of December 31, 2014
|
|
$
|
2,456,601
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,456,601
|
|
|
$
|
—
|
|
|
$
|
2,456,601
|
|
Net loss
|
|
(160,208
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(160,208
|
)
|
|
—
|
|
|
(160,208
|
)
|
||||||||
Contributions
|
|
246,820
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
246,820
|
|
|
—
|
|
|
246,820
|
|
||||||||
Note receivable issued to Class B unitholders
|
|
(1,500
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,500
|
)
|
|
—
|
|
|
(1,500
|
)
|
||||||||
Distributions and dividends
|
|
(682,470
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(682,470
|
)
|
|
—
|
|
|
(682,470
|
)
|
||||||||
Series A Preferred Stock dividends
|
|
(136
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(136
|
)
|
|
—
|
|
|
(136
|
)
|
||||||||
Share-based compensation expense
|
|
27,924
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,924
|
|
|
—
|
|
|
27,924
|
|
||||||||
Balance as of December 31, 2015
|
|
1,887,031
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,887,031
|
|
|
—
|
|
|
1,887,031
|
|
||||||||
Net loss
|
|
(78,239
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(78,239
|
)
|
|
—
|
|
|
(78,239
|
)
|
||||||||
Contributions
|
|
138,002
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
138,002
|
|
|
—
|
|
|
138,002
|
|
||||||||
Accrued interest on Class B notes
|
|
(972
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(972
|
)
|
|
—
|
|
|
(972
|
)
|
||||||||
Notes receivable repaid by Class B unitholders
|
|
1,527
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,527
|
|
|
—
|
|
|
1,527
|
|
||||||||
Series A Preferred Stock dividends
|
|
(136
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(136
|
)
|
|
—
|
|
|
(136
|
)
|
||||||||
Share-based compensation expense
|
|
10,210
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,210
|
|
|
—
|
|
|
10,210
|
|
||||||||
Balance as of December 31, 2016
|
|
1,957,423
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,957,423
|
|
|
—
|
|
|
1,957,423
|
|
||||||||
Net loss
|
|
(16,879
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,879
|
)
|
|
—
|
|
|
(16,879
|
)
|
||||||||
Redemption of Series A Preferred Stock
|
|
(1,153
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,153
|
)
|
|
—
|
|
|
(1,153
|
)
|
||||||||
Distribution of Class B notes receivable
|
|
(19,686
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,686
|
)
|
|
—
|
|
|
(19,686
|
)
|
||||||||
Cancellation/distribution of Class B notes receivable
|
|
19,686
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,686
|
|
|
—
|
|
|
19,686
|
|
||||||||
Share-based compensation expense
|
|
12,001
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,001
|
|
|
—
|
|
|
12,001
|
|
||||||||
Accrued interest on Class B notes
|
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
||||||||
Balance as of January 31, 2017
|
|
1,951,407
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,951,407
|
|
|
—
|
|
|
1,951,407
|
|
||||||||
Pre-IPO Transactions (Note 1)
|
|
(1,951,407
|
)
|
|
221,826,634
|
|
|
2,218
|
|
|
1,949,189
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of common stock — IPO
|
|
—
|
|
|
88,550,000
|
|
|
886
|
|
|
1,691,172
|
|
|
—
|
|
|
—
|
|
|
1,692,058
|
|
|
—
|
|
|
1,692,058
|
|
||||||||
Stock issuance costs — IPO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,726
|
)
|
|
—
|
|
|
—
|
|
|
(5,726
|
)
|
|
—
|
|
|
(5,726
|
)
|
||||||||
Issuance of common stock and INVH LP units — Mergers
|
|
—
|
|
|
207,448,958
|
|
|
2,075
|
|
|
4,918,459
|
|
|
—
|
|
|
—
|
|
|
4,920,534
|
|
|
151,881
|
|
|
5,072,415
|
|
||||||||
Stock issuance costs — Mergers
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,796
|
)
|
|
—
|
|
|
—
|
|
|
(3,796
|
)
|
|
—
|
|
|
(3,796
|
)
|
||||||||
Capital distributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(61
|
)
|
|
(61
|
)
|
||||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(88,458
|
)
|
|
—
|
|
|
(88,458
|
)
|
|
(489
|
)
|
|
(88,947
|
)
|
||||||||
Dividends and dividend equivalents declared ($0.22 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(69,137
|
)
|
|
—
|
|
|
(69,137
|
)
|
|
—
|
|
|
(69,137
|
)
|
||||||||
Issuance of common stock — settlement of RSUs, net of tax
|
|
—
|
|
|
1,347,550
|
|
|
13
|
|
|
(15,897
|
)
|
|
—
|
|
|
—
|
|
|
(15,884
|
)
|
|
—
|
|
|
(15,884
|
)
|
||||||||
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
69,202
|
|
|
—
|
|
|
—
|
|
|
69,202
|
|
|
—
|
|
|
69,202
|
|
||||||||
Total other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47,885
|
|
|
47,885
|
|
|
459
|
|
|
48,344
|
|
||||||||
Balance as of December 31, 2017
|
|
$
|
—
|
|
|
519,173,142
|
|
|
$
|
5,192
|
|
|
$
|
8,602,603
|
|
|
$
|
(157,595
|
)
|
|
$
|
47,885
|
|
|
$
|
8,498,085
|
|
|
$
|
151,790
|
|
|
$
|
8,649,875
|
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Operating Activities:
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(105,826
|
)
|
|
$
|
(78,239
|
)
|
|
$
|
(160,208
|
)
|
|
|
|
|
|
|
|
||||||
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
|
309,578
|
|
|
267,681
|
|
|
250,239
|
|
|||
Share-based compensation expense
|
|
81,203
|
|
|
10,210
|
|
|
27,924
|
|
|||
Amortization of deferred leasing costs
|
|
12,143
|
|
|
13,756
|
|
|
20,003
|
|
|||
Amortization of deferred financing costs
|
|
22,271
|
|
|
45,819
|
|
|
64,186
|
|
|||
Amortization of discount on mortgage loans
|
|
1,390
|
|
|
4,900
|
|
|
5,663
|
|
|||
Provisions for impairment
|
|
2,231
|
|
|
2,282
|
|
|
1,448
|
|
|||
Gain on sale of property, net of tax
|
|
(33,896
|
)
|
|
(18,590
|
)
|
|
(2,272
|
)
|
|||
Change in fair value of derivative instruments
|
|
5,845
|
|
|
9,260
|
|
|
2,110
|
|
|||
Other noncash amounts included in net loss
|
|
(2,940
|
)
|
|
(682
|
)
|
|
2,687
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|||||
Restricted cash related to security deposits
|
|
(4,181
|
)
|
|
(5,928
|
)
|
|
(9,600
|
)
|
|||
Restricted cash related to derivative collateral
|
|
1,000
|
|
|
—
|
|
|
—
|
|
|||
Other assets, net
|
|
(10,605
|
)
|
|
(14,531
|
)
|
|
(18,407
|
)
|
|||
Accounts payable and accrued expenses
|
|
(10,294
|
)
|
|
6,936
|
|
|
(1,097
|
)
|
|||
Resident security deposits
|
|
3,281
|
|
|
5,344
|
|
|
10,061
|
|
|||
Other liabilities
|
|
(11,411
|
)
|
|
1,908
|
|
|
4,737
|
|
|||
Net cash provided by operating activities
|
|
259,789
|
|
|
250,126
|
|
|
197,474
|
|
|||
|
|
|
|
|
|
|
|
|||||
Investing Activities:
|
|
|
|
|
|
|
|
|||||
Cash acquired in the Mergers (Note 15)
|
|
84,952
|
|
|
—
|
|
|
—
|
|
|||
Change in amounts deposited and held by others
|
|
2,513
|
|
|
5,718
|
|
|
10,275
|
|
|||
Acquisition of single-family residential properties
|
|
(228,499
|
)
|
|
(284,224
|
)
|
|
(790,583
|
)
|
|||
Initial renovations to single-family residential properties
|
|
(42,625
|
)
|
|
(56,802
|
)
|
|
(111,260
|
)
|
|||
Other capital expenditures for single-family residential properties
|
|
(58,456
|
)
|
|
(45,936
|
)
|
|
(49,773
|
)
|
|||
Corporate capital expenditures
|
|
(4,086
|
)
|
|
(3,857
|
)
|
|
(2,031
|
)
|
|||
Proceeds from sale of residential properties
|
|
205,980
|
|
|
143,090
|
|
|
135,570
|
|
|||
Purchases of investments in debt securities
|
|
(95,174
|
)
|
|
(16,036
|
)
|
|
(118,576
|
)
|
|||
Repayment proceeds from retained debt securities
|
|
79,292
|
|
|
—
|
|
|
—
|
|
|||
Change in restricted cash
|
|
107,145
|
|
|
3,010
|
|
|
66,545
|
|
|||
Other investing activities
|
|
2,240
|
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) investing activities
|
|
53,282
|
|
|
(255,037
|
)
|
|
(859,833
|
)
|
|||
|
|
|
|
|
|
|
||||||
Financing Activities:
|
|
|
|
|
|
|
|
|||||
Proceeds from IPO, net of underwriting discounts
|
|
1,692,058
|
|
|
—
|
|
|
—
|
|
|||
IPO costs paid
|
|
(2,757
|
)
|
|
(2,969
|
)
|
|
—
|
|
|||
Merger costs paid
|
|
(3,796
|
)
|
|
—
|
|
|
—
|
|
|||
Payment of dividends, dividend equivalents, and distributions
|
|
(68,997
|
)
|
|
—
|
|
|
(682,470
|
)
|
|||
Distributions to non-controlling interests
|
|
(61
|
)
|
|
—
|
|
|
—
|
|
|||
Payment of taxes related to net share settlement of RSUs
|
|
(15,884
|
)
|
|
—
|
|
|
—
|
|
•
|
INVH acquired all of the assets, liabilities, and operations held directly or indirectly by IH2 through certain mergers and related transactions as follows:
|
•
|
IH2 Property Holdings Inc., a parent entity of IH2, merged with and into INVH, with INVH as the entity surviving the merger (the “IH2 Property Holdings Merger”), and the issued and outstanding shares of IH2 Property Holdings Inc., all of which were held by certain of the Pre-IPO Owners, were converted into newly issued shares of common stock of INVH; and
|
•
|
following the IH2 Property Holdings Merger, IH2 merged with and into INVH, with INVH as the entity surviving the merger (the “IH2 Merger”). In the IH2 Merger, all of the shares of common stock of IH2 issued and outstanding immediately prior to such merger, other than the shares held by INVH, were converted into shares of newly issued common stock of INVH. As a result of the IH2 Merger, INVH holds all of the assets and operations held directly or indirectly by IH2 prior to such merger;
|
•
|
prior to the IH2 Merger, our Pre-IPO Owners contributed to INVH their interests in each of the other Invitation Homes Partnerships (other than IH2) in exchange for newly-issued shares of INVH; and
|
•
|
INVH contributed to INVH LP all of the interests in the Invitation Homes Partnerships (other than IH2, the assets, liabilities and operations of which were contributed to INVH LP).
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Land
|
|
$
|
4,646,917
|
|
|
$
|
2,703,388
|
|
Single-family residential property
|
|
13,084,156
|
|
|
6,829,579
|
|
||
Capital improvements
|
|
536,297
|
|
|
229,890
|
|
||
Equipment
|
|
120,528
|
|
|
31,988
|
|
||
Total gross investments in the properties
|
|
18,387,898
|
|
|
9,794,845
|
|
||
Less: accumulated depreciation
|
|
(1,075,634
|
)
|
|
(792,330
|
)
|
||
Investments in single-family residential properties, net
|
|
$
|
17,312,264
|
|
|
$
|
9,002,515
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Resident security deposits
|
|
$
|
147,098
|
|
|
$
|
86,239
|
|
Collections
|
|
40,607
|
|
|
42,767
|
|
||
Property taxes
|
|
20,785
|
|
|
52,256
|
|
||
Derivative collateral
|
|
15,120
|
|
|
—
|
|
||
Standing and capital expenditure reserves
|
|
5,257
|
|
|
24,409
|
|
||
Insurance premium and deductible
|
|
4,250
|
|
|
4,432
|
|
||
Letters of credit
|
|
2,994
|
|
|
2,681
|
|
||
Eligibility reserves
|
|
573
|
|
|
9,274
|
|
||
Special reserves
|
|
—
|
|
|
34
|
|||
Total
|
|
$
|
236,684
|
|
|
$
|
222,092
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Investments in debt securities, net
|
|
$
|
378,545
|
|
|
$
|
209,337
|
|
Interest rate swaps (Note 7)
|
|
57,612
|
|
|
—
|
|
||
Investment in unconsolidated joint venture
|
|
57,078
|
|
|
—
|
|
||
Held for sale assets
(1)
|
|
46,814
|
|
|
45,062
|
|
||
Prepaid expenses
|
|
37,869
|
|
|
21,883
|
|
||
In-place leases, net
|
|
37,517
|
|
|
—
|
|
||
Rent and other receivables, net
|
|
24,525
|
|
|
11,604
|
|
||
Corporate fixed assets, net
|
|
16,595
|
|
|
6,247
|
|
||
Amounts deposited and held by others
|
|
12,598
|
|
|
1,260
|
|
||
Deferred financing costs, net
|
|
7,504
|
|
|
—
|
|
||
Deferred leasing costs, net
|
|
7,018
|
|
|
7,710
|
|
||
Other
|
|
12,930
|
|
|
6,522
|
|
||
Total
|
|
$
|
696,605
|
|
|
$
|
309,625
|
|
|
(1)
|
As of
December 31, 2017 and 2016
,
236
and
391
properties were classified as held for sale.
|
|
|
|
|
|
|
|
|
|
|
Outstanding Principal Balance
(2)
|
||||||
|
|
Origination Date
|
|
Maturity Date
|
|
Interest Rate
(1)
|
|
Range of Spreads
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
IH1 2013-1
|
|
N/A
|
|
N/A
|
|
—%
|
|
125-375 bps
|
|
$
|
—
|
|
|
$
|
462,431
|
|
IH1 2014-1
|
|
N/A
|
|
N/A
|
|
—%
|
|
107-382 bps
|
|
—
|
|
|
978,231
|
|
||
IH1 2014-2, net
|
|
N/A
|
|
N/A
|
|
—%
|
|
117-407 bps
|
|
—
|
|
|
710,664
|
|
||
IH1 2014-3, net
|
|
N/A
|
|
N/A
|
|
—%
|
|
126-506 bps
|
|
—
|
|
|
766,753
|
|
||
IH2 2015-1, net
(3)(4)
|
|
January 29, 2015
|
|
March 9, 2019
|
|
3.99%
|
|
152-437 bps
|
|
528,795
|
|
|
531,318
|
|
||
IH2 2015-2
(3)
|
|
April 10, 2015
|
|
June 9, 2018
|
|
3.57%
|
|
142-377 bps
|
|
627,259
|
|
|
630,283
|
|
||
IH2 2015-3
(3)
|
|
June 25, 2015
|
|
August 9, 2018
|
|
3.80%
|
|
136-481 bps
|
|
1,165,886
|
|
|
1,184,314
|
|
||
IH1 2017-1
(5)
|
|
April 28, 2017
|
|
June 9, 2027
|
|
4.23%
|
|
N/A
|
|
996,453
|
|
|
—
|
|
||
IH1 2017-2
(3)
|
|
November 9, 2017
|
|
December 9, 2019
|
|
3.06%
|
|
91-306 bps
|
|
863,413
|
|
|
—
|
|
||
CAH 2014-1
(3)(6)
|
|
April 10, 2014
|
|
May 9, 2018
|
|
3.28%
|
|
125-290 bps
|
|
473,384
|
|
|
—
|
|
||
CAH 2014-2
(3)(6)
|
|
June 30, 2014
|
|
July 9, 2018
|
|
3.32%
|
|
105-345 bps
|
|
385,401
|
|
|
—
|
|
||
CAH 2015-1
(3)
|
|
June 11, 2015
|
|
July 9, 2018
|
|
3.45%
|
|
128-373 bps
|
|
656,551
|
|
|
—
|
|
||
CSH 2016-1
(3)
|
|
June 7, 2016
|
|
July 9, 2018
|
|
3.87%
|
|
158-508 bps
|
|
531,517
|
|
|
—
|
|
||
CSH 2016-2
(3)
|
|
November 3, 2016
|
|
December 9, 2018
|
|
3.41%
|
|
133-423 bps
|
|
609,815
|
|
|
—
|
|
||
SWH 2017-1
(3)
|
|
September 29, 2017
|
|
October 9, 2019
|
|
3.11%
|
|
102-347 bps
|
|
769,754
|
|
|
—
|
|
||
Total Securitizations
|
|
7,608,228
|
|
|
5,263,994
|
|
||||||||||
Less deferred financing costs, net
|
|
(28,075
|
)
|
|
(9,256
|
)
|
||||||||||
Total
|
|
$
|
7,580,153
|
|
|
$
|
5,254,738
|
|
|
(1)
|
Except for IH 2017-1, interest rates are based on a weighted average spread over LIBOR, plus applicable servicing fees; as of
December 31, 2017
, LIBOR was
1.56%
. Our IH 2017-1 mortgage loan bears interest at a fixed rate of
4.23%
per annum, equal to the market determined pass-through rate payable on the certificates including applicable servicing fees
|
(2)
|
Outstanding principal balance is net of discounts and does not include deferred financing costs, net.
|
(3)
|
The initial maturity term of each of these mortgage loans is
two
to
three
years, individually subject to
two
to
five
,
one
‑year extension options at the borrower’s discretion (provided that there is no continuing event of default under the loan agreement and the borrower obtains a replacement interest rate cap agreement in a form reasonably acceptable to the lender). Our IH2 2015-2, IH2 2015-3, CAH 2014-1 and CAH 2015-1 mortgage loans have exercised the first extension option; and IH2 2015-1, and CAH 2014-2 have exercised the second extension option. The maturity dates above are reflective of all extensions that have been exercised.
|
(4)
|
Net of unamortized discount of
$0
and
$55
as of
December 31, 2017
and
2016
, respectively.
|
(5)
|
Net of unamortized discount of
$3,345
as of
December 31, 2017
.
|
(6)
|
On February 8, 2018, the outstanding balances of CAH 2014-1 and CAH 2014-2 were repaid in full with proceeds from IH 2018-1, a new securitization transaction
(see
Note 17
).
|
|
|
Maturity Date
|
|
Interest Rate
(1)
|
|
December 31, 2017
|
||
Term loan facility
|
|
February 6, 2022
|
|
3.26%
|
|
$
|
1,500,000
|
|
Deferred financing costs, net
|
|
(12,027
|
)
|
|||||
Term Loan Facility, net
|
|
$
|
1,487,973
|
|
||||
|
|
|
|
|
|
|
||
Revolving Facility
|
|
February 6, 2021
|
|
3.31%
|
|
$
|
35,000
|
|
|
(1)
|
Interest rates for the Term Loan Facility and the Revolving Facility are based on LIBOR plus an applicable margin of
1.70%
and
1.75%
, respectively; as of
December 31, 2017
, LIBOR was
1.56%
.
|
|
|
Coupon
Rate |
|
Effective
Rate (1) |
|
Conversion Rate
(2)
|
|
Maturity Date
|
|
Amortization
Period |
|
Principal Amount
|
|||||
2019 Convertible Notes
|
|
3.00
|
%
|
|
4.92
|
%
|
|
53.0969
|
|
|
7/1/2019
|
|
1.50 years
|
|
$
|
230,000
|
|
2022 Convertible Notes
|
|
3.50
|
%
|
|
5.12
|
%
|
|
43.7694
|
|
|
1/15/2022
|
|
4.04 years
|
|
345,000
|
|
|
Total
|
575,000
|
|
|||||||||||||||
Net unamortized fair value adjustment
|
(26,464
|
)
|
|||||||||||||||
Total
|
$
|
548,536
|
|
|
(1)
|
Effective rate includes the effect of the adjustment to the fair value of the debt as of the Merger Date, the value of which reduced the initial liability recorded to
$223,185
and
$324,252
for each of the 2019 Convertible Notes and 2022 Convertible Notes, respectively.
|
(2)
|
We generally have the option to settle any conversions in cash, common stock or a combination thereof. The conversion rate represents the number of shares of common stock issuable per
$1,000
principal amount (actual $) of Convertible Senior Notes converted at
December 31, 2017
, as adjusted in accordance with the applicable indentures as a result of cash dividend payments and the effects of the Mergers. The Convertible Senior Notes did not meet the criteria for conversion as of
December 31, 2017
, except as noted below in connection with the completion of the Mergers.
|
|
|
|
|
|
|
Outstanding Principal Balance
(1)
|
||||||
|
|
Origination Date
|
|
Range of Spreads
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
IH1 2015
|
|
April 3, 2015
|
|
325 bps
|
|
$
|
—
|
|
|
$
|
85,492
|
|
IH2 2015
|
|
September 29, 2015
|
|
275 bps
|
|
—
|
|
|
43,859
|
|
||
IH3 2013
|
|
December 19, 2013
|
|
300-425 bps
|
|
—
|
|
|
932,583
|
|
||
IH4 2014
|
|
May 5, 2014
|
|
300-425 bps
|
|
—
|
|
|
529,866
|
|
||
IH5 2014
|
|
December 5, 2014
|
|
275-400 bps
|
|
—
|
|
|
564,348
|
|
||
IH6 2016
|
|
April 13, 2016
|
|
250-375 bps
|
|
—
|
|
|
165,437
|
|
||
Total
|
|
—
|
|
|
2,321,585
|
|
||||||
Less deferred financing costs, net
|
|
—
|
|
|
(6,044
|
)
|
||||||
Total
|
|
$
|
—
|
|
|
$
|
2,315,541
|
|
|
(1)
|
Outstanding principal balance does not include deferred financing costs, net.
|
Year
|
|
Mortgage Loans
(1)(2)
|
|
Term Loan Facility
|
|
Revolving Facility
|
|
Convertible Senior Notes
|
|
Total
|
||||||||||
2018
|
|
$
|
4,449,813
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,449,813
|
|
2019
|
|
2,161,962
|
|
|
—
|
|
|
—
|
|
|
230,000
|
|
|
2,391,962
|
|
|||||
2020
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
2021
|
|
—
|
|
|
—
|
|
|
35,000
|
|
|
—
|
|
|
35,000
|
|
|||||
2022
|
|
—
|
|
|
1,500,000
|
|
|
|
|
345,000
|
|
|
1,845,000
|
|
||||||
2023 and thereafter
|
|
996,453
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
996,453
|
|
|||||
Total
|
|
7,608,228
|
|
|
1,500,000
|
|
|
35,000
|
|
|
575,000
|
|
|
9,718,228
|
|
|||||
Less deferred financing costs, net
|
|
(28,075
|
)
|
|
(12,027
|
)
|
|
—
|
|
|
—
|
|
|
(40,102
|
)
|
|||||
Less unamortized fair value adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,464
|
)
|
|
(26,464
|
)
|
|||||
Total
|
|
$
|
7,580,153
|
|
|
$
|
1,487,973
|
|
|
$
|
35,000
|
|
|
$
|
548,536
|
|
|
$
|
9,651,662
|
|
|
(1)
|
On February 8, 2018, the outstanding balances of CAH 2014-1 and CAH 2014-2 were repaid in full with proceeds from IH 2018-1, a new securitization transaction
(see
Note 17
). The net result of the repayments and new securitization will be to reduce 2018 obligations by
$858,785
, to be replaced with obligations totaling
$916,571
due in
2020.
|
(2)
|
The maturity dates of the obligations are reflective of all extensions that have been exercised
.
|
Agreement Date
|
|
Forward
Effective Date |
|
Maturity Date
|
|
Strike Rate
|
|
Index
|
|
Notional Amount
|
||
February 23, 2016
|
|
March 15, 2017
|
|
March 15, 2018
|
|
0.85%
|
|
One-month LIBOR
|
|
$
|
800,000
|
|
February 23, 2016
|
|
March 15, 2017
|
|
March 15, 2018
|
|
0.80%
|
|
One-month LIBOR
|
|
800,000
|
|
|
February 23, 2016
|
|
March 15, 2018
|
|
March 15, 2019
|
|
1.10%
|
|
One-month LIBOR
|
|
800,000
|
|
|
February 23, 2016
|
|
March 15, 2018
|
|
March 15, 2019
|
|
1.06%
|
|
One-month LIBOR
|
|
800,000
|
|
|
June 3, 2016
|
|
July 15, 2017
|
|
July 15, 2018
|
|
0.93%
|
|
One-month LIBOR
|
|
450,000
|
|
|
June 3, 2016
|
|
July 15, 2018
|
|
July 15, 2019
|
|
1.12%
|
|
One-month LIBOR
|
|
450,000
|
|
|
June 3, 2016
|
|
July 15, 2019
|
|
July 15, 2020
|
|
1.30%
|
|
One-month LIBOR
|
|
450,000
|
|
|
June 3, 2016
|
|
July 15, 2020
|
|
July 15, 2021
|
|
1.47%
|
|
One-month LIBOR
|
|
450,000
|
|
|
December 21, 2016
|
|
February 28, 2017
|
|
January 31, 2022
|
|
1.97%
|
|
One-month LIBOR
|
|
750,000
|
|
|
December 21, 2016
|
|
February 28, 2017
|
|
January 31, 2022
|
|
1.97%
|
|
One-month LIBOR
|
|
750,000
|
|
|
January 10, 2017
|
|
January 15, 2017
|
|
January 15, 2018
|
|
1.04%
|
|
One-month LIBOR
|
|
550,000
|
|
|
January 10, 2017
|
|
January 15, 2018
|
|
January 15, 2019
|
|
1.58%
|
|
One-month LIBOR
|
|
550,000
|
|
|
January 10, 2017
|
|
January 15, 2019
|
|
January 15, 2020
|
|
1.93%
|
|
One-month LIBOR
|
|
550,000
|
|
|
January 10, 2017
|
|
January 15, 2020
|
|
January 15, 2021
|
|
2.13%
|
|
One-month LIBOR
|
|
550,000
|
|
|
January 10, 2017
|
|
January 15, 2021
|
|
July 15, 2021
|
|
2.23%
|
|
One-month LIBOR
|
|
550,000
|
|
|
January 12, 2017
|
|
February 28, 2017
|
|
August 7, 2020
|
|
1.59%
|
|
One-month LIBOR
|
|
1,100,000
|
|
|
January 13, 2017
|
|
February 28, 2017
|
|
June 9, 2020
|
|
1.63%
|
|
One-month LIBOR
|
|
595,000
|
|
|
January 20, 2017
|
|
February 28, 2017
|
|
March 9, 2020
|
|
1.60%
|
|
One-month LIBOR
|
|
325,000
|
|
|
March 29, 2017
|
|
March 15, 2019
|
|
March 15, 2022
|
|
2.21%
|
|
One-month LIBOR
|
|
800,000
|
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
|
|
|
Fair Value as of
|
|
|
|
Fair Value as of
|
||||||||||||
|
|
Balance
Sheet Location |
|
December 31, 2017
|
|
December 31, 2016
|
|
Balance
Sheet Location |
|
December 31, 2017
|
|
December 31, 2016
|
||||||||
Derivatives designated as
hedging instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
|
Other
assets |
|
$
|
57,612
|
|
|
$
|
—
|
|
|
Other
liabilities |
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives not designated as
hedging instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate caps
|
|
Other
assets |
|
27
|
|
|
29
|
|
|
Other
liabilities |
|
—
|
|
|
—
|
|
||||
Interest rate swaps
|
|
Other
assets |
|
—
|
|
|
—
|
|
|
Other
liabilities
|
|
—
|
|
|
8,683
|
|
||||
Total
|
|
|
|
$
|
57,639
|
|
|
$
|
29
|
|
|
|
|
$
|
—
|
|
|
$
|
8,683
|
|
|
|
Amount of Gain (Loss) Recognized in OCI on Derivative
|
|
Location of Gain (Loss) Reclassified from Accumulated OCI into Net Loss
|
|
Amount of Gain (Loss) Reclassified from Accumulated OCI into Net Loss
|
|
Total Amount of Interest Expense Presented in the Consolidated Statements of Operations
|
||||||||||||||||||||||||||||||
|
|
Year Ended December 31,
|
|
|
Year Ended December 31,
|
|
Year Ended December 31,
|
|||||||||||||||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||||||
Derivatives in cash flow hedging relationships
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Interest rate swaps
|
|
$
|
31,636
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Interest
expense |
|
$
|
(16,708
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
256,970
|
|
|
$
|
286,048
|
|
|
$
|
273,736
|
|
|
Location of
Gain (Loss) Recognized in Net Loss on Derivative |
|
Amount of Gain (Loss) Recognized in Net Loss
on Derivative |
||||||||||
|
|
Year Ended December 31,
|
|||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||
Interest rate caps
|
Interest expense
|
|
$
|
(364
|
)
|
|
$
|
(577
|
)
|
|
$
|
(2,110
|
)
|
Interest rate swaps
|
Interest expense
|
|
(3,674
|
)
|
|
(8,683
|
)
|
|
—
|
|
|||
Total
|
|
|
$
|
(4,038
|
)
|
|
$
|
(9,260
|
)
|
|
$
|
(2,110
|
)
|
|
|
Record Date
|
|
Amount per Share
(1)
|
|
Pay Date
|
|
Total Amount Declared
|
||||
Q4-2017
|
|
October 24, 2017
|
|
$
|
0.08
|
|
|
November 7, 2017
|
|
$
|
25,139
|
|
Q3-2017
|
|
August 15, 2017
|
|
0.08
|
|
|
August 31, 2017
|
|
25,200
|
|
||
Q2-2017
|
|
May 15, 2017
|
|
0.06
|
|
|
May 31, 2017
|
|
18,800
|
|
|
(1)
|
Amounts are displayed in actual dollars and are paid on a per share basis.
|
|
|
Class B Units
|
|||||||||||||||||||
|
|
Employee
|
|
Non-employee
|
|
Total Class B Units
|
|||||||||||||||
|
|
Number of Units
|
|
Weighted Average Fair Value
|
|
Number of Units
|
|
Weighted Average Fair Value
|
|
Number of Units
|
|
Weighted Average Fair Value
|
|||||||||
Balance, December 31, 2016
|
|
9,915
|
|
|
$
|
4.2
|
|
|
39,638
|
|
|
$
|
2.5
|
|
|
49,553
|
|
|
$
|
2.9
|
|
Granted
|
|
85
|
|
|
14.0
|
|
|
9,753
|
|
|
—
|
|
|
9,838
|
|
|
0.1
|
|
|||
Converted to RSAs
|
|
(245
|
)
|
|
(3.4
|
)
|
|
(485
|
)
|
|
(0.8
|
)
|
|
(730
|
)
|
|
(1.7
|
)
|
|||
Canceled
|
|
(555
|
)
|
|
(8.2
|
)
|
|
(17,114
|
)
|
|
(0.4
|
)
|
|
(17,669
|
)
|
|
(0.6
|
)
|
|||
Converted to Units of affiliated entities
|
|
(9,200
|
)
|
|
(4.0
|
)
|
|
(31,792
|
)
|
|
(2.9
|
)
|
|
(40,992
|
)
|
|
(3.2
|
)
|
|||
Balance, January 31, 2017
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
•
|
Conversion Pre-IPO Awards:
The January 2017 Class B Unit conversion resulted in the issuance of
62,529
RSAs, of which the remaining
6,111
non-vested RSAs will vest in accordance with the original terms of the Class B Unit award agreements.
|
•
|
Supplemental Bonus Plan:
In October 2016, we established a supplemental bonus plan for certain key executives and employees (the “Supplemental Bonus Plan”). Pursuant to the Supplemental Bonus Plan, the awards became payable and the payment amount became determinable upon the completion of the IPO. In January 2017, the
$59,797
of awards were converted into
2,988,120
time-vesting RSUs that will generally vest in three equal annual installments, commencing on the completion of the INVH IPO and on the first and second anniversaries thereafter, unless modified in connection with the Mergers or the resulting integration.
|
•
|
2017 Annual Awards:
During the
year ended December 31, 2017
, we granted
874,410
RSUs pursuant to LTIP awards (the “LTIP Awards”) each of which award is divided into three tranches (“Tranche 1,” “Tranche 2,” and “Tranche 3”). Within each tranche,
25%
of the RSUs subject to the award vest based on time-vesting conditions, approximately
25%
vest based on market based vesting conditions, and approximately
50%
vest based on performance based vesting conditions.
|
•
|
Other Awards:
During the
year ended December 31, 2017
, we granted
307,327
RSUs (the “Retention Awards”) each of which award is a time-vesting award with service periods, as amended, ranging from
two
to
four
years.
In connection with the Mergers
, INVH issued
150,927
time-vesting awards with a
three
year service period. Additionally, during the year ended
December 31, 2017
, INVH issued
$1,398
of awards, or
69,875
RSUs, to directors who are not our employees or employees of BREP VII. These director awards will fully vest on the date scheduled for INVH’s 2018 annual stockholders meeting, subject to the director’s continued service on the board of directors through such date, unless otherwise modified.
|
|
|
RSUs
|
|
RSAs
|
|
Total Share-Based Awards
|
|||||||||||||||
|
|
Number
|
|
Weighted Average
Grant-Date Fair Value (Actual $) |
|
Number
|
|
Weighted Average
Grant-Date Fair Value (Actual $) |
|
Number
|
|
Weighted Average
Grant-Date Fair Value (Actual $) |
|||||||||
Balance, January 1, 2017
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
|
4,631,909
|
|
|
20.62
|
|
|
62,529
|
|
|
15.50
|
|
|
4,694,438
|
|
|
20.56
|
|
|||
Assumed in the Mergers
|
|
949,698
|
|
|
23.01
|
|
|
—
|
|
|
—
|
|
|
949,698
|
|
|
23.01
|
|
|||
Vested
(1)
|
|
(2,192,584
|
)
|
|
(20.16
|
)
|
|
(56,418
|
)
|
|
(15.64
|
)
|
|
(2,249,002
|
)
|
|
(20.04
|
)
|
|||
Forfeited
|
|
(291,130
|
)
|
|
(21.28
|
)
|
|
—
|
|
|
—
|
|
|
(291,130
|
)
|
|
(21.28
|
)
|
|||
Balance, December 31, 2017
|
|
3,097,893
|
|
|
$
|
21.62
|
|
|
6,111
|
|
|
$
|
14.19
|
|
|
3,104,004
|
|
|
$
|
20.79
|
|
|
(1)
|
All vested RSAs and RSUs are included in basic EPS for the period during which they are outstanding.
|
|
|
June 23, 2017
|
Expected volatility
(1)
|
|
25%
|
Risk-free rate
|
|
1.40%
|
Expected holding period (years)
|
|
0.52-2.52
|
|
(1)
|
Expected volatility is estimated based on the leverage adjusted historical volatility of certain of our peer companies over a historical term commensurate with the remaining expected holding period.
|
|
|
Share-Based Compensation Expense for the Years Ended December 31,
|
|
|
||||||||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
|
||||||||||||||||||||
|
|
General and Administrative
|
|
Property Management Expense
|
|
General and Administrative
|
|
Property Management Expense
|
|
General and Administrative
|
|
Property Management Expense
|
|
Unrecognized Expense at
December 31, 2017 |
||||||||||||||
Class B Units
|
|
$
|
11,998
|
|
|
$
|
3
|
|
|
$
|
10,014
|
|
|
$
|
196
|
|
|
$
|
23,758
|
|
|
$
|
4,166
|
|
|
$
|
—
|
|
RSUs
|
|
59,086
|
|
|
10,337
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,804
|
|
|||||||
RSAs
|
|
(178
|
)
|
|
(43
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|||||||
Total
|
|
$
|
70,906
|
|
|
$
|
10,297
|
|
|
$
|
10,014
|
|
|
$
|
196
|
|
|
$
|
23,758
|
|
|
$
|
4,166
|
|
|
$
|
33,811
|
|
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
|
|
|
Carrying Value
|
|
Fair
Value |
|
Carrying Value
|
|
Fair
Value |
||||||||
Assets carried at historical cost on the consolidated balance sheets
|
|
|
|
|
|
|
|
|
|
|
||||||||
Investments in debt securities
(1)
|
|
Level 2
|
|
$
|
378,545
|
|
|
$
|
379,500
|
|
|
$
|
209,337
|
|
|
$
|
209,390
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities carried at historical cost on the consolidated balance sheets
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mortgage loans
(2)
|
|
Level 2
|
|
$
|
7,608,228
|
|
|
$
|
7,627,423
|
|
|
$
|
5,263,994
|
|
|
$
|
5,265,180
|
|
Term loan facility
(3)
|
|
Level 3
|
|
1,500,000
|
|
|
1,494,494
|
|
|
—
|
|
|
—
|
|
||||
Revolving facility
|
|
Level 3
|
|
35,000
|
|
|
35,007
|
|
|
—
|
|
|
—
|
|
||||
Convertible senior notes
(4)
|
|
Level 3
|
|
548,536
|
|
|
557,179
|
|
|
—
|
|
|
—
|
|
||||
Credit facilities
(5)
|
|
Level 3
|
|
—
|
|
|
—
|
|
|
2,321,585
|
|
|
2,329,551
|
|
|
(1)
|
The carrying values of debt securities are shown net of discount as of
December 31, 2017
.
|
(2)
|
The carrying values of the mortgage loans are shown net of discount and exclude
$28,075
and
$9,256
of deferred financing costs as of
December 31, 2017
and
2016
, respectively.
|
(3)
|
The carrying value of the Term Loan Facility excludes
$12,027
of deferred financing costs as of
December 31, 2017
.
|
(4)
|
The carrying values of the Convertible Senior Notes include unamortized discounts of
$26,464
as of
December 31, 2017
.
|
(5)
|
The carrying values of the credit facilities exclude
$6,044
of deferred financing costs as of
December 31, 2016
.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Investments in single-family residential properties, net held for use (Level 3)
|
|
|
|
|
|
|
||||||
Pre-impairment amount
|
|
$
|
2,942
|
|
|
$
|
3,066
|
|
|
$
|
2,230
|
|
Total impairments
|
|
(861
|
)
|
|
(955
|
)
|
|
(1,448
|
)
|
|||
Fair value
|
|
$
|
2,081
|
|
|
$
|
2,111
|
|
|
$
|
782
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Investments in single-family residential properties, net held for sale (Level 3)
|
|
|
|
|
|
|
||||||
Pre-impairment amount
|
|
$
|
13,112
|
|
|
$
|
6,938
|
|
|
$
|
—
|
|
Total impairments
|
|
(1,370
|
)
|
|
(1,327
|
)
|
|
—
|
|
|||
Fair value
|
|
$
|
11,742
|
|
|
$
|
5,611
|
|
|
$
|
—
|
|
(in thousands, except share and per share data)
|
|
February 1, 2017 through
December 31, 2017 |
||
Numerator:
|
|
|
||
Net loss available to common shareholders — basic and diluted
|
|
$
|
(89,073
|
)
|
|
|
|
||
Denominator:
|
|
|
||
Weighted average common shares outstanding — basic and diluted
|
|
339,423,442
|
|
|
|
|
|
||
Net loss per common share — basic and diluted
|
|
$
|
(0.26
|
)
|
Year
|
|
Payments
|
||
2018
|
|
$
|
5,943
|
|
2019
|
|
4,863
|
|
|
2020
|
|
4,297
|
|
|
2021
|
|
3,829
|
|
|
2022
|
|
2,139
|
|
|
Thereafter
|
|
2,319
|
|
|
Total
|
|
$
|
23,390
|
|
Consideration transferred
|
|
$
|
4,920,534
|
|
Assets acquired:
|
|
|
||
Land
|
|
1,920,400
|
|
|
Buildings and improvements
|
|
6,487,505
|
|
|
Cash and cash equivalents
|
|
84,952
|
|
|
Restricted cash
|
|
118,556
|
|
|
Other assets
|
|
389,449
|
|
|
|
|
|
||
Liabilities assumed:
|
|
|
||
Mortgage loans, net
|
|
(3,433,506
|
)
|
|
Convertible senior notes, net
|
|
(547,437
|
)
|
|
Accounts payable and accrued expenses
|
|
(112,505
|
)
|
|
Resident security deposits
|
|
(56,895
|
)
|
|
Other liabilities
|
|
(36,311
|
)
|
|
Non-controlling interests
|
|
(151,881
|
)
|
|
Net assets acquired
|
|
4,662,327
|
|
|
Goodwill
|
|
$
|
258,207
|
|
(in thousands, except share and per share data)
|
Quarter
|
||||||||||||||
2017
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
Total revenues
|
$
|
238,750
|
|
|
$
|
242,216
|
|
|
$
|
243,536
|
|
|
$
|
329,954
|
|
Net income (loss)
|
(42,391
|
)
|
|
5,529
|
|
|
(22,510
|
)
|
|
(46,454
|
)
|
||||
Net income (loss) available to common stockholders
|
(25,512
|
)
|
|
5,420
|
|
|
(22,745
|
)
|
|
(46,236
|
)
|
||||
Net income (loss) per share — basic and diluted
|
(0.08
|
)
|
|
0.02
|
|
|
(0.07
|
)
|
|
(0.11
|
)
|
||||
Shares used in calculation — diluted
|
311,651,082
|
|
|
312,271,578
|
|
|
311,559,780
|
|
|
415,276,026
|
|
(in thousands, except share and per share data)
|
Quarter
|
||||||||||||||
2016
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
Total revenues
|
$
|
224,502
|
|
|
$
|
230,496
|
|
|
$
|
233,038
|
|
|
$
|
234,551
|
|
Net loss
|
(9,975
|
)
|
|
(19,666
|
)
|
|
(21,949
|
)
|
|
(26,649
|
)
|
||||
Net loss attributable to common stockholders
|
(9,975
|
)
|
|
(19,666
|
)
|
|
(21,949
|
)
|
|
(26,649
|
)
|
||||
Net loss per share — basic and diluted
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
||||
Shares used in calculation — basic and diluted
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
Initial Cost to Company
|
|
Cost Capitalized Subsequent to Acquisition
|
|
Gross Amount at Which
Carried at Close of Period
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
Market
|
|
Number of
Properties
(1)
|
|
Number of
Encumbered
Properties
(2)
|
|
Encumbrances
(2)
|
|
Land
|
|
Depreciable
Properties
|
|
Land
|
|
Depreciable
Properties
|
|
Land
|
|
Depreciable
Properties
|
|
Total
(3)
|
|
Accumulated
Depreciation
|
|
Date of
Construction
|
|
Date
Acquired
|
|
Depreciable
Period
|
||||||||||||||||||||
Atlanta
|
|
12,401
|
|
|
6,896
|
|
|
$
|
840,150
|
|
|
$
|
318,729
|
|
|
$
|
1,545,863
|
|
|
$
|
—
|
|
|
$
|
194,339
|
|
|
$
|
318,729
|
|
|
$
|
1,740,202
|
|
|
$
|
2,058,931
|
|
|
$
|
(140,315
|
)
|
|
1920-2017
|
|
2012-2017
|
|
7 - 28.5 years
|
Charlotte
|
|
4,891
|
|
|
2,845
|
|
|
395,003
|
|
|
170,345
|
|
|
685,160
|
|
|
—
|
|
|
73,719
|
|
|
170,345
|
|
|
758,879
|
|
|
929,224
|
|
|
(52,761
|
)
|
|
1900-2017
|
|
2012-2017
|
|
7 - 28.5 years
|
|||||||||
Chicago
|
|
4,002
|
|
|
1,447
|
|
|
284,055
|
|
|
205,554
|
|
|
500,961
|
|
|
—
|
|
|
148,607
|
|
|
205,554
|
|
|
649,568
|
|
|
855,122
|
|
|
(72,427
|
)
|
|
1869-2017
|
|
2012-2017
|
|
7 - 28.5 years
|
|||||||||
Dallas
|
|
2,269
|
|
|
1,630
|
|
|
219,919
|
|
|
98,011
|
|
|
392,444
|
|
|
—
|
|
|
1,509
|
|
|
98,011
|
|
|
393,953
|
|
|
491,964
|
|
|
(1,721
|
)
|
|
1952-2017
|
|
2017
|
|
7 - 28.5 years
|
|||||||||
Denver
|
|
2,193
|
|
|
1,664
|
|
|
281,645
|
|
|
172,921
|
|
|
495,166
|
|
|
—
|
|
|
1,799
|
|
|
172,921
|
|
|
496,965
|
|
|
669,886
|
|
|
(2,172
|
)
|
|
1885-2012
|
|
2017
|
|
7 - 28.5 years
|
|||||||||
Houston
|
|
2,557
|
|
|
1,436
|
|
|
153,325
|
|
|
76,264
|
|
|
371,661
|
|
|
—
|
|
|
1,217
|
|
|
76,264
|
|
|
372,878
|
|
|
449,142
|
|
|
(1,630
|
)
|
|
1951-2015
|
|
2017
|
|
7 - 28.5 years
|
|||||||||
Jacksonville
|
|
1,939
|
|
|
1,118
|
|
|
184,557
|
|
|
89,853
|
|
|
227,346
|
|
|
—
|
|
|
46,213
|
|
|
89,853
|
|
|
273,559
|
|
|
363,412
|
|
|
(40,435
|
)
|
|
1932-2014
|
|
2012-2016
|
|
7 - 28.5 years
|
|||||||||
Las Vegas
|
|
2,708
|
|
|
2,429
|
|
|
367,925
|
|
|
114,027
|
|
|
500,042
|
|
|
—
|
|
|
21,409
|
|
|
114,027
|
|
|
521,451
|
|
|
635,478
|
|
|
(22,578
|
)
|
|
1953-2013
|
|
2012-2017
|
|
7 - 28.5 years
|
|||||||||
Minneapolis
|
|
1,174
|
|
|
813
|
|
|
154,755
|
|
|
71,259
|
|
|
146,591
|
|
|
—
|
|
|
50,303
|
|
|
71,259
|
|
|
196,894
|
|
|
268,153
|
|
|
(28,730
|
)
|
|
1886-2015
|
|
2013-2015
|
|
7 - 28.5 years
|
|||||||||
Nashville
|
|
761
|
|
|
387
|
|
|
78,991
|
|
|
33,918
|
|
|
183,504
|
|
|
—
|
|
|
1,035
|
|
|
33,918
|
|
|
184,539
|
|
|
218,457
|
|
|
(799
|
)
|
|
1891-2017
|
|
2017
|
|
7 - 28.5 years
|
|||||||||
Northern California
|
|
4,599
|
|
|
2,739
|
|
|
565,245
|
|
|
372,256
|
|
|
783,549
|
|
|
—
|
|
|
84,029
|
|
|
372,256
|
|
|
867,578
|
|
|
1,239,834
|
|
|
(73,332
|
)
|
|
1900-2012
|
|
2012-2017
|
|
7 - 28.5 years
|
|||||||||
Orlando
|
|
5,655
|
|
|
3,922
|
|
|
517,485
|
|
|
197,483
|
|
|
760,478
|
|
|
—
|
|
|
101,521
|
|
|
197,483
|
|
|
861,999
|
|
|
1,059,482
|
|
|
(77,699
|
)
|
|
1947-2016
|
|
2012-2017
|
|
7 - 28.5 years
|
|||||||||
Phoenix
|
|
7,423
|
|
|
4,663
|
|
|
577,673
|
|
|
253,309
|
|
|
813,846
|
|
|
—
|
|
|
115,679
|
|
|
253,309
|
|
|
929,525
|
|
|
1,182,834
|
|
|
(97,534
|
)
|
|
1925-2017
|
|
2012-2017
|
|
7 - 28.5 years
|
|||||||||
Seattle
|
|
3,268
|
|
|
1,492
|
|
|
310,497
|
|
|
260,041
|
|
|
439,451
|
|
|
—
|
|
|
123,367
|
|
|
260,041
|
|
|
562,818
|
|
|
822,859
|
|
|
(67,922
|
)
|
|
1890-2016
|
|
2012-2017
|
|
7 - 28.5 years
|
|||||||||
South Florida
|
|
9,309
|
|
|
3,322
|
|
|
677,246
|
|
|
787,775
|
|
|
1,648,412
|
|
|
—
|
|
|
169,479
|
|
|
787,775
|
|
|
1,817,891
|
|
|
2,605,666
|
|
|
(149,148
|
)
|
|
1922-2014
|
|
2012-2017
|
|
7 - 28.5 years
|
|||||||||
Southern California
|
|
8,351
|
|
|
4,895
|
|
|
1,167,087
|
|
|
1,085,570
|
|
|
1,596,255
|
|
|
—
|
|
|
183,749
|
|
|
1,085,570
|
|
|
1,780,004
|
|
|
2,865,574
|
|
|
(139,632
|
)
|
|
1887-2014
|
|
2012-2017
|
|
7 - 28.5 years
|
|||||||||
Tampa
|
|
8,834
|
|
|
5,856
|
|
|
826,440
|
|
|
339,602
|
|
|
1,210,818
|
|
|
—
|
|
|
121,460
|
|
|
339,602
|
|
|
1,332,278
|
|
|
1,671,880
|
|
|
(106,799
|
)
|
|
1923-2016
|
|
2012-2017
|
|
7 - 28.5 years
|
|||||||||
Total
|
|
82,334
|
|
|
47,554
|
|
|
$
|
7,601,998
|
|
|
$
|
4,646,917
|
|
|
$
|
12,301,547
|
|
|
$
|
—
|
|
|
$
|
1,439,434
|
|
|
$
|
4,646,917
|
|
|
$
|
13,740,981
|
|
|
$
|
18,387,898
|
|
|
$
|
(1,075,634
|
)
|
|
|
|
|
|
|
|
(1)
|
Number of properties represents
82,570
total properties owned less
236
properties classified in other assets, net on the consolidated balance sheets.
|
(2)
|
Encumbrances include the number of properties secured by first priority mortgages under the mortgage loans, as well as the aggregate value of outstanding debt attributable to such properties. Excluded from this is the original issue discount, deferred financing costs, and
62
held for sale properties with an encumbered balance of
$9,575
.
|
(3)
|
The gross aggregate cost of total real estate including real estate held for sale for federal income tax purposes was approximately
$17,026,896
(unaudited) as of
December 31, 2017
.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Residential Real Estate
|
|
|
|
|
|
|
||||||
Balance at beginning of period
|
|
$
|
9,794,845
|
|
|
$
|
9,596,399
|
|
|
$
|
8,796,708
|
|
Additions during the period
|
|
|
|
|
|
|
|
|
||||
Acquisitions related to the Mergers
|
|
8,407,905
|
|
|
—
|
|
|
—
|
|
|||
Acquisitions
|
|
228,499
|
|
|
284,202
|
|
|
790,467
|
|
|||
Initial renovations
|
|
44,371
|
|
|
53,182
|
|
|
103,765
|
|
|||
Other capital expenditures
|
|
59,111
|
|
|
47,877
|
|
|
49,261
|
|
|||
Deductions during the period
|
|
|
|
|
|
|
|
|
||||
Dispositions and other
|
|
(189,351
|
)
|
|
(136,956
|
)
|
|
(143,802
|
)
|
|||
Reclassifications
|
|
|
|
|
|
|
||||||
Properties held for sale, net of dispositions
|
|
42,518
|
|
|
(49,859
|
)
|
|
—
|
|
|||
Balance at close of period
|
|
$
|
18,387,898
|
|
|
$
|
9,794,845
|
|
|
$
|
9,596,399
|
|
|
|
|
|
|
|
|
||||||
Accumulated Depreciation
|
|
|
|
|
|
|
|
|
||||
Balance at beginning of period
|
|
$
|
(792,330
|
)
|
|
$
|
(543,698
|
)
|
|
$
|
(308,155
|
)
|
Depreciation expense
|
|
(297,627
|
)
|
|
(263,093
|
)
|
|
(245,065
|
)
|
|||
Dispositions and other
|
|
16,264
|
|
|
9,664
|
|
|
9,522
|
|
|||
Reclassifications
|
|
|
|
|
|
|
||||||
Properties held for sale, net of dispositions
|
|
(1,941
|
)
|
|
4,797
|
|
|
—
|
|
|||
Balance at close of period
|
|
$
|
(1,075,634
|
)
|
|
$
|
(792,330
|
)
|
|
$
|
(543,698
|
)
|
Time Vesting RSUs Granted
:
|
[____]
|
Performance Vesting (Target) RSUs Granted
:
|
[____], consisting of:
|
1.
|
Time Vesting RSUs
. The Time Vesting RSUs shall vest in equal installments on each of the first three anniversaries of the Vesting Start Date, subject to the Participant’s continued employment through the applicable vesting date;
provided
, that if the number of RSUs specified above is not evenly divisible by three, then no fractional units shall vest and the installments shall be as equal as possible with the smaller installments vesting first
.
|
2.
|
Performance Vesting RSUs
. The Performance Vesting RSUs will become earned (“
Earned RSUs
”) based on the achievement of the Performance Conditions set forth below with respect to the Performance Period specified below.
|
Tranche
|
Performance Condition
|
Performance Period
|
Threshold Level of Achievement
|
Target Level of Achievement
|
Maximum Level of Achievement
|
Tranche I
|
INVH TSR Relative to RMS Index CAGR
|
January 1, 2018 – December 31, 2020
|
Negative 4 percentage points
|
Positive 0.5 percentage points
|
Positive 4 percentage points
|
Tranche II
|
Same Store NOI Growth CAGR
|
January 1, 2018 – December 31, 2020
|
3.5%
|
4.5%
|
5.5%
|
3.
|
Vesting of Earned RSUs
.
|
4.
|
Definitions
. For the purposes of this Award Notice:
|
1.
|
Definitions
. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan. The following terms shall have the following meanings for purposes of this Agreement:
|
2.
|
Grant of Units
. The Company hereby grants the RSUs to the Participant, each of which represents the right to receive one Share upon vesting of such RSU, subject to and in accordance with the terms, conditions and restrictions set forth in the Plan, the Award Notice, and this Agreement.
|
3.
|
RSU Account
. The Company shall cause an account (the “
Unit Account
”) to be established and maintained on the books of the Company to record the number of RSUs credited to the Participant under the terms of this Agreement. The Participant’s interest in the Unit Account shall be that of a general, unsecured creditor of the Company.
|
4.
|
Vesting; Settlement
. The RSUs shall become vested in accordance with the schedule set forth on the Award Notice. The Company shall deliver to the Participant one share of Common Stock for each RSU (as adjusted under the Plan) which becomes vested in a given calendar year, pursuant to Section 13, below, and such vested RSU shall be cancelled upon such delivery.
|
5.
|
Termination of Employment
.
|
6.
|
Change in Control
.
|
7.
|
Dividends
.
|
8.
|
Restrictions on Transfer
. The Participant may not assign, alienate, pledge, attach, sell or otherwise transfer or encumber the RSUs or the Participant’s right under the RSUs to receive Shares, except other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any of its Affiliates;
provided
, that the designation of a beneficiary (if permitted by the Committee) shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.
|
9.
|
Repayment of Proceeds; Clawback Policy
. In the event of a Restrictive Covenant Violation or if the Participant engages in Detrimental Activity prior to the fourth anniversary of the Date of Grant, the Participant shall be required, in addition to any other remedy available (on a non-exclusive basis), to pay to the Company, within 10 business days of the Company’s request to the Participant therefor, an amount equal to the aggregate after-tax proceeds the Participant received upon the sale or other disposition of, or distributions in respect of, the RSUs (including any Dividend Equivalents previously paid) and any Shares issued in respect thereof. In addition, in the event of a restatement of the Company’s financial results (other than a restatement caused by a change in applicable accounting rules or interpretations), the result of which is that the number of RSUs that became Earned RSUs would have been a lower amount had it been calculated based on such restated results, and the Committee determines that the Participant engaged in fraud or intentional illegal conduct which materially contributed to the need for such restatement, the Company shall be entitled to recoup from the Participant, an amount equal to the excess of the compensation received by the Participant over the amount the Participant would have been entitled to if calculated based on the restated financial results. The amount of any request for clawback or recoupment shall take into account all amounts of tax that would be recoverable upon a claim of loss for payment of such proceeds in the year of repayment. The RSUs and all proceeds of the RSUs shall be subject to the Company’s clawback policies, if any, and as in effect from time to time, to the extent any such policy is required by law.
|
10.
|
No Right to Continued Employment or Engagement
. Neither the Plan nor this Agreement nor the Participant’s receipt of the RSUs hereunder shall impose any obligation on the Company or any of its Affiliates to continue the employment or engagement of the Participant. Further, the Company or any of its Affiliates (as applicable) may at any time terminate the employment or engagement of the Participant, free from any liability or claim under the Plan or this Agreement, except as otherwise expressly provided herein.
|
11.
|
No Rights as a Stockholder
. The Participant’s interest in the RSUs shall not entitle the Participant to any rights as a stockholder of the Company. The Participant shall not be deemed to be the holder of, or have any of the rights and privileges of a stockholder of the Company in respect of, the Shares unless and until such Shares have been issued to the Participant in accordance with Section 13.
|
12.
|
Adjustments Upon Change in Capitalization
. The terms of this Agreement, including the RSUs, the Participant’s Unit Account, any Dividend Equivalents, and/or the Shares, shall be subject to adjustment in accordance with Section 14 of the Plan. This paragraph shall also apply with respect to any extraordinary dividend or other extraordinary distribution in respect of the Company’s Common Stock (whether in the form of cash or other property). In the event of an equity restructuring, the Committee shall adjust any Performance Condition to the extent it is affected by such restructuring in order to preserve (without enlarging) the likelihood that such Performance Condition shall be satisfied. The manner of such adjustment shall be determined by the Committee in its sole discretion. For this purpose, “equity restructuring” shall mean an “equity restructuring” as defined in Financial Accounting Standards Board Accounting Standards Codification 718-10 (formerly Statement of Financial Accounting Standards 123R).
|
13.
|
Settlement and Issuance of Shares; Tax Withholding
.
|
14.
|
Award Subject to Plan
. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. The RSUs granted hereunder are subject to the Plan. The terms and provisions of the Plan, as it may be amended from time to time, are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.
|
15.
|
Severability
. Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms.
|
16.
|
Governing Law; Arbitration and Venue
.
|
17.
|
Successors in Interest
. Any successor to the Company shall have the benefits of the Company under, and be entitled to enforce, this Agreement. Likewise, the Participant’s legal representative shall have the benefits of the Participant under, and be entitled to enforce, this Agreement. All obligations imposed upon the Participant and all rights granted to the Company under this Agreement shall be final, binding and conclusive upon the Participant’s heirs, executors, administrators and successors.
|
18.
|
Data Privacy Consent
.
|
21.
|
Award Administrator
. The Company may from time to time designate a third party (an “
Award Administrator
”) to assist the Company in the implementation, administration and management of the Plan and any RSUs granted thereunder, including by sending award notices on behalf of the Company to Participants, and by facilitating through electronic means acceptance of RSU Agreements by Participants.
|
22.
|
Section 409A of the Code
.
|
23.
|
Book Entry Delivery of Shares
. Whenever reference in this Agreement is made to the issuance or delivery of certificates representing one or more Shares, the Company may elect to issue or deliver such Shares in book entry form in lieu of certificates.
|
INVITATION HOMES INC.
|
|
|
|
By:
|
|
|
|
|
|
|
|
|
|
(d)
|
Confidentiality
.
|
Supplemental Bonus RSUs Granted
:
|
[____]
|
1.
|
Definitions
. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan. The following terms shall have the following meanings for purposes of this Agreement:
|
2.
|
Grant of Units
. The Company hereby grants the RSUs to the Participant, each of which represents the right to receive one Share upon vesting of such RSU, subject to and in accordance with the terms, conditions and restrictions set forth in the Plan, the Award Notice, and this Agreement.
|
3.
|
RSU Account
. The Company shall cause an account (the “
Unit Account
”) to be established and maintained on the books of the Company to record the number of RSUs credited to the Participant under the terms of this Agreement. The Participant’s interest in the Unit Account shall be that of a general, unsecured creditor of the Company.
|
4.
|
Vesting; Settlement
. The RSUs shall become vested in accordance with the schedule set forth on the Award Notice. The Company shall deliver to the Participant one share of Common Stock for each RSU (as adjusted under the Plan) which becomes vested in a given calendar year, pursuant to Section 12, below, and such vested RSU shall be cancelled upon such delivery.
|
5.
|
Termination of Employment
.
|
6.
|
Change in Control
.
|
7.
|
Dividends
. Upon the declaration by the Company of dividends to holders of its Common Stock, the Participant shall be entitled to receive dividend equivalent payments (“
Dividend Equivalents
”) in respect of all of such Participant’s Supplemental Bonus RSUs, whether unvested or vested and not yet settled, as of the record date for such dividend. The Dividend Equivalents shall be delivered to the Participant on the regular payment date that such dividend is made to all holders of the Company’s Common Stock and in the same form as are delivered to holders of the Company’s Common Stock (i.e., in either cash, without interest, or in shares of Common Stock which Common Stock will not be not subject to any vesting conditions).
|
8.
|
Restrictions on Transfer
. The Participant may not assign, alienate, pledge, attach, sell or otherwise transfer or encumber the RSUs or the Participant’s right under the RSUs to receive Shares, except other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any of its Affiliates;
provided
, that the designation of a beneficiary (if permitted by the Committee) shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.
|
9.
|
Repayment of Proceeds; Clawback Policy
. In the event of a Restrictive Covenant Violation or if the Participant engages in Detrimental Activity prior to the fourth anniversary of the Date of Grant, the Participant shall be required, in addition to any other remedy available (on a non-exclusive basis), to pay to the Company, within 10 business days of the Company’s request to the Participant therefor, an amount equal to the aggregate after-tax proceeds the Participant received upon the sale or other disposition of, or distributions in respect of, the RSUs (including any Dividend Equivalents previously paid) and any Shares issued in respect thereof. The amount of any request for clawback or recoupment shall take into account all amounts of tax that would be recoverable upon a claim of loss for payment of such proceeds in the year of repayment. The RSUs and all proceeds of the RSUs shall be subject to the Company’s clawback
|
10.
|
No Right to Continued Employment or Engagement
. Neither the Plan nor this Agreement nor the Participant’s receipt of the RSUs hereunder shall impose any obligation on the Company or any of its Affiliates to continue the employment or engagement of the Participant. Further, the Company or any of its Affiliates (as applicable) may at any time terminate the employment or engagement of the Participant, free from any liability or claim under the Plan or this Agreement, except as otherwise expressly provided herein.
|
11.
|
No Rights as a Stockholder
. The Participant’s interest in the RSUs shall not entitle the Participant to any rights as a stockholder of the Company. The Participant shall not be deemed to be the holder of, or have any of the rights and privileges of a stockholder of the Company in respect of, the Shares unless and until such Shares have been issued to the Participant in accordance with Section 13.
|
12.
|
Adjustments Upon Change in Capitalization
. The terms of this Agreement, including the RSUs, the Participant’s Unit Account, any Dividend Equivalents, and/or the Shares, shall be subject to adjustment in accordance with Section 14 of the Plan. This paragraph shall also apply with respect to any extraordinary dividend or other extraordinary distribution in respect of the Company’s Common Stock (whether in the form of cash or other property). The manner of such adjustment shall be determined by the Committee in its sole discretion. For this purpose, “equity restructuring” shall mean an “equity restructuring” as defined in Financial Accounting Standards Board Accounting Standards Codification 718-10 (formerly Statement of Financial Accounting Standards 123R).
|
13.
|
Settlement and Issuance of Shares; Tax Withholding
.
|
14.
|
Award Subject to Plan
. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. The RSUs granted hereunder are subject to the Plan. The terms and provisions of the Plan, as it may be amended from time to time, are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.
|
15.
|
Severability
. Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms.
|
16.
|
Governing Law; Arbitration and Venue
.
|
17.
|
Successors in Interest
. Any successor to the Company shall have the benefits of the Company under, and be entitled to enforce, this Agreement. Likewise, the Participant’s legal representative shall have the benefits of the Participant under, and be entitled to enforce, this Agreement. All obligations imposed upon the Participant and all rights granted to the Company under this Agreement shall be final, binding and conclusive upon the Participant’s heirs, executors, administrators and successors.
|
18.
|
Data Privacy Consent
.
|
21.
|
Award Administrator
. The Company may from time to time designate a third party (an “
Award Administrator
”) to assist the Company in the implementation, administration and management of the Plan and any RSUs granted thereunder, including by sending award notices on behalf of the Company to Participants, and by facilitating through electronic means acceptance of RSU Agreements by Participants.
|
22.
|
Section 409A of the Code
.
|
23.
|
Book Entry Delivery of Shares
. Whenever reference in this Agreement is made to the issuance or delivery of certificates representing one or more Shares, the Company may elect to issue or deliver such Shares in book entry form in lieu of certificates.
|
INVITATION HOMES INC.
|
|
|
|
By:
|
|
|
|
|
|
|
|
|
|
(b)
|
Confidentiality
.
|
Qualifying Termination
|
|
|
Severance Multiple:
|
|
|
Welfare Continuation Period:
|
|
|
Severance Payment Period
|
|
|
|
|
|
Qualifying Change in Control Termination
|
|
|
Severance Multiple:
|
|
|
Welfare Continuation Period:
|
|
|
Severance Payment Period
|
|
|
|
|
|
Benefit Tier
|
Eligible Positions, Titles
|
Tier A
|
Chief Executive Officer
|
Tier B
|
Chief Financial Officer
Chief Investment Officer
Chief Operating Officer
|
Tier C
|
Executive Vice President not covered under Tier A, Tier B, or Tier D
|
Tier D
|
Chief Human Resources Officer
Senior Vice President
Executive Vice President, Construction
Executive Vice President, Operations Support, National Operations
|
|
Tier A
|
Tier B
|
Tier C
|
Tier D
|
Qualifying Termination
|
||||
Severance Multiple:
|
2.00x
|
1.50x
|
1.00x
|
0.5x
|
Welfare Continuation Period (months):
|
12
|
12
|
12
|
6
|
Severance Payment Period (months):
|
24
|
18
|
12
|
6
|
Qualifying Change in Control Termination
|
||||
Severance Multiple:
|
3.00x
|
2.25x
|
1.50x
|
1.00x
|
Welfare Continuation Period (months):
|
18
|
18
|
12
|
9
|
Severance Payment Period (months):
|
36
|
27
|
18
|
12
|
Subsidiaries of the Registrant
|
|
|
Effective 12/31/2017
|
|
|
|
|
|
Name
|
|
State of Formation
|
2013-1 IH Borrower G.P. LLC
|
|
Delaware
|
2013-1 IH Borrower L.P.
|
|
Delaware
|
2013-1 IH Equity Owner G.P. LLC
|
|
Delaware
|
2013-1 IH Equity Owner L.P.
|
|
Delaware
|
2013-1 IH Property Holdco L.P.
|
|
Delaware
|
2014-1 IH Borrower G.P. LLC
|
|
Delaware
|
2014-1 IH Borrower L.P.
|
|
Delaware
|
2014-1 IH Equity Owner G.P. LLC
|
|
Delaware
|
2014-1 IH Equity Owner L.P.
|
|
Delaware
|
2014-1 IH Property Holdco L.P.
|
|
Delaware
|
2014-2 IH Borrower G.P. LLC
|
|
Delaware
|
2014-2 IH Borrower L.P.
|
|
Delaware
|
2014-2 IH Equity Owner G.P. LLC
|
|
Delaware
|
2014-2 IH Equity Owner L.P.
|
|
Delaware
|
2014-2 IH Property Holdco L.P.
|
|
Delaware
|
2014-3 IH Borrower G.P. LLC
|
|
Delaware
|
2014-3 IH Borrower L.P.
|
|
Delaware
|
2014-3 IH Equity Owner G.P. LLC
|
|
Delaware
|
2014-3 IH Equity Owner L.P.
|
|
Delaware
|
2014-3 IH Property Holdco L.P.
|
|
Delaware
|
2015-1 IH2 Borrower G.P. LLC
|
|
Delaware
|
2015-1 IH2 Borrower L.P.
|
|
Delaware
|
2015-1 IH2 Borrower TRS LLC
|
|
Delaware
|
2015-1 IH2 Equity Owner G.P. LLC
|
|
Delaware
|
2015-1 IH2 Equity Owner L.P.
|
|
Delaware
|
2015-1 IH2 Property Holdco L.P.
|
|
Delaware
|
2015-2 IH2 Borrower G.P. LLC
|
|
Delaware
|
2015-2 IH2 Borrower L.P.
|
|
Delaware
|
2015-2 IH2 Borrower TRS LLC
|
|
Delaware
|
2015-2 IH2 Equity Owner G.P. LLC
|
|
Delaware
|
2015-2 IH2 Equity Owner L.P.
|
|
Delaware
|
2015-2 IH2 Property Holdco L.P.
|
|
Delaware
|
2015-3 IH2 Borrower G.P. LLC
|
|
Delaware
|
2015-3 IH2 Borrower L.P.
|
|
Delaware
|
2015-3 IH2 Borrower TRS LLC
|
|
Delaware
|
2015-3 IH2 Equity Owner G.P. LLC
|
|
Delaware
|
2015-3 IH2 Equity Owner L.P.
|
|
Delaware
|
2015-3 IH2 Property Holdco L.P.
|
|
Delaware
|
2018-1 Equity Owner GP LLC
|
|
Delaware
|
2018-1 IH Borrower G.P. LLC
|
|
Delaware
|
2018-1 IH Borrower L.P.
|
|
Delaware
|
2018-1 IH Equity Owner L.P.
|
|
Delaware
|
2018-1 IH Property Holdco LP
|
|
Delaware
|
Adalwin, LLC
|
|
Nevada
|
CAH 2014-1 Equity Owner, LLC
|
|
Delaware
|
CAH 2014-1 Borrower, LLC
|
|
Delaware
|
CAH 2014-1 TRS Borrower, LLC
|
|
Delaware
|
CAH 2014-2 Borrower, LLC
|
|
Delaware
|
CAH 2014-2 TRS Borrower, LLC
|
|
Delaware
|
CAH 2014-2 Equity Owner, LLC
|
|
Delaware
|
CAH 2015-1 Borrower TRS, LLC
|
|
Delaware
|
CAH 2015-1 Borrower, LLC
|
|
Delaware
|
CAH 2015-1 Equity Owner, LLC
|
|
Delaware
|
CSFR ColFin American Investors TRS, LLC
|
Delaware
|
|
CSFR FM 2012-1 U.S. West, LLC
|
|
Delaware
|
CSH 2016-1 Borrower TRS, LLC
|
|
Delaware
|
CSH 2016-1 Borrower, LLC
|
|
Delaware
|
CSH 2016-1 Equity Owner, LLC
|
|
Delaware
|
CSH 2016-2 Borrower TRS, LLC
|
|
Delaware
|
CSH 2016-2 Borrower, LLC
|
|
Delaware
|
CSH 2016-2 Equity Owner, LLC
|
|
Delaware
|
CSH Class F, LLC
|
|
Delaware
|
CSH Depositor, LLC
|
|
Delaware
|
CSH Property One, LLC
|
|
Delaware
|
CSH Property Three, LLC
|
|
Delaware
|
CSHP One LP
|
|
Delaware
|
Dallin, LLC
|
|
Nevada
|
Dunley, LLC
|
|
Nevada
|
IH Asset Receiving G.P. LLC
|
|
Delaware
|
IH Asset Receiving Limited Partnership
|
Delaware
|
|
IH Merger Sub LLC
|
|
Delaware
|
IH2 Asset Receiving G.P. LLC
|
|
Delaware
|
IH2 Asset Receiving Limited Partnership
|
Delaware
|
|
IH2 Property Borrower L.P.
|
|
Delaware
|
IH2 Property Florida, L.P.
|
|
Delaware
|
IH2 Property Georgia, L.P.
|
|
Delaware
|
IH2 Property GP II LLC
|
|
Delaware
|
IH2 Property GP LLC
|
|
Delaware
|
IH2 Property Guarantor L.P.
|
|
Delaware
|
IH2 Property Holdco GP LLC
|
|
Delaware
|
IH2 Property Holdco L.P.
|
|
Delaware
|
IH2 Property Illinois, L.P.
|
|
Delaware
|
IH2 Property Nevada, L.P.
|
|
Delaware
|
IH2 Property North Carolina, L.P.
|
|
Delaware
|
IH2 Property Phoenix, L.P.
|
|
Delaware
|
IH2 Property TRS 2 L.P.
|
|
Delaware
|
IH2 Property TRS LLC
|
|
Delaware
|
IH2 Property Washington, L.P.
|
|
Delaware
|
IH2 Property West, L.P.
|
|
Delaware
|
IH3 Asset Receiving G.P. LLC
|
|
Delaware
|
IH3 Asset Receiving L.P.
|
|
Delaware
|
IH3 Property Borrower L.P.
|
|
Delaware
|
IH3 Property Florida, L.P.
|
|
Delaware
|
IH3 Property Georgia, L.P.
|
|
Delaware
|
IH3 Property GP LLC
|
|
Delaware
|
IH3 Property Guarantor L.P.
|
|
Delaware
|
IH3 Property Holdco GP LLC
|
|
Delaware
|
IH3 Property Holdco L.P.
|
|
Delaware
|
IH3 Property Illinois, L.P.
|
|
Delaware
|
IH3 Property Level GP LLC
|
|
Delaware
|
IH3 Property Minnesota, L.P.
|
|
Delaware
|
IH3 Property Nevada, L.P.
|
|
Delaware
|
IH3 Property North Carolina, L.P.
|
|
Delaware
|
IH3 Property Phoenix, L.P.
|
|
Delaware
|
IH3 Property Washington, L.P.
|
|
Delaware
|
IH3 Property West, L.P.
|
|
Delaware
|
IH4 Property Borrower L.P.
|
|
Delaware
|
IH4 Property Florida, L.P.
|
|
Delaware
|
IH4 Property Georgia, L.P.
|
|
Delaware
|
IH4 Property GP LLC
|
|
Delaware
|
IH4 Property Guarantor L.P.
|
|
Delaware
|
IH4 Property Holdco GP LLC
|
|
Delaware
|
IH4 Property Holdco L.P.
|
|
Delaware
|
IH4 Property Illinois, L.P.
|
|
Delaware
|
IH4 Property Level GP LLC
|
|
Delaware
|
IH4 Property Minnesota, L.P.
|
|
Delaware
|
IH4 Property Nevada, L.P.
|
|
Delaware
|
IH4 Property North Carolina, L.P.
|
|
Delaware
|
IH4 Property Phoenix, L.P.
|
|
Delaware
|
IH4 Property Washington, L.P.
|
|
Delaware
|
IH4 Property West, L.P.
|
|
Delaware
|
IH5 Property Borrower L.P.
|
|
Delaware
|
IH5 Property Florida, L.P.
|
|
Delaware
|
IH5 Property Georgia, L.P.
|
|
Delaware
|
IH5 Property GP LLC
|
|
Delaware
|
IH5 Property Guarantor L.P.
|
|
Delaware
|
IH5 Property Holdco GP LLC
|
|
Delaware
|
IH5 Property Holdco L.P.
|
|
Delaware
|
IH5 Property Illinois, L.P.
|
|
Delaware
|
IH5 Property Level GP LLC
|
|
Delaware
|
IH5 Property Minnesota, L.P.
|
|
Delaware
|
IH5 Property Nevada, L.P.
|
|
Delaware
|
IH5 Property North Carolina, L.P.
|
|
Delaware
|
IH5 Property Phoenix, L.P.
|
|
Delaware
|
IH5 Property Washington, L.P.
|
|
Delaware
|
IH5 Property West, L.P.
|
|
Delaware
|
IH6 Property Borrower L.P.
|
|
Delaware
|
IH6 Property Florida, L.P.
|
|
Delaware
|
IH6 Property Georgia, L.P.
|
|
Delaware
|
IH6 Property GP LLC
|
|
Delaware
|
IH6 Property Guarantor L.P.
|
|
Delaware
|
IH6 Property Holdco GP LLC
|
|
Delaware
|
IH6 Property Holdco L.P.
|
|
Delaware
|
IH6 Property Illinois, L.P.
|
|
Delaware
|
IH6 Property Level GP LLC
|
|
Delaware
|
IH6 Property Minnesota, L.P.
|
|
Delaware
|
IH6 Property Nevada, L.P.
|
|
Delaware
|
IH6 Property North Carolina, L.P.
|
|
Delaware
|
IH6 Property Phoenix, L.P.
|
|
Delaware
|
IH6 Property Washington, L.P.
|
|
Delaware
|
IH6 Property West, L.P.
|
|
Delaware
|
Invitation Homes 3 GP LLC
|
|
Delaware
|
Invitation Homes 3 L.P.
|
|
Delaware
|
Invitation Homes 4 GP LLC
|
|
Delaware
|
Invitation Homes 4 L.P.
|
|
Delaware
|
Invitation Homes 5 GP LLC
|
|
Delaware
|
Invitation Homes 5 L.P.
|
|
Delaware
|
Invitation Homes 6 GP LLC
|
|
Delaware
|
Invitation Homes 6 L.P.
|
|
Delaware
|
Invitation Homes GP LLC
|
|
Delaware
|
Invitation Homes L.P.
|
|
Delaware
|
Invitation Homes OP GP LLC
|
|
Delaware
|
Invitation Homes Operating Partnership LP
|
Delaware
|
|
Invitation Homes Realty GP LLC
|
|
Delaware
|
Invitation Homes Realty L.P.
|
|
Delaware
|
JA Property L.P.
|
|
Delaware
|
Loudan, LLC
|
|
Nevada
|
Mourvan, LLC
|
|
Nevada
|
PrimeStar - F Fund I, LLC
|
|
Delaware
|
PrimeStar F Fund I Trust
|
|
Delaware
|
PrimeStar F Fund II Trust
|
|
Delaware
|
PrimeStar Fund I GP, LLC
|
|
Delaware
|
PrimeStar Fund I TRS, Inc.
|
|
Delaware
|
PrimeStar Fund I TRS, LLC
|
|
Delaware
|
PrimeStar Fund I, LP
|
|
Delaware
|
PrimeStar Fund II TRS, Inc.
|
|
Delaware
|
PrimeStar Fund II TRS, LLC
|
|
Delaware
|
PrimeStar H Fund I Trust
|
|
Delaware
|
PrimeStar H Fund II Trust
|
|
Delaware
|
PrimeStar-H Fund I LLC
|
|
Delaware
|
SFR 2012-1 U.S. West, LLC
|
|
Delaware
|
SRP PrimeStar, LLC
|
|
Delaware
|
SRP Sub, LLC
|
|
Delaware
|
SRPS LP
|
|
Delaware
|
Starwood Waypoint Homes GP, Inc.
|
|
Delaware
|
SWAY 2014-1 Borrower TRS, LLC
|
|
Delaware
|
SWAY 2014-1 Borrower, LLC
|
|
Delaware
|
SWAY 2014-1 Equity Owner, LLC
|
|
Delaware
|
SWAY Management, Inc.
|
|
California
|
SWH 2017 TRS Borrower, LLC
|
|
Delaware
|
SWH 2017-1 Borrower GP, LLC
|
|
Delaware
|
SWH 2017-1 Borrower, LP
|
|
Delaware
|
SWH 2017-1 Equity Owner, LLC
|
|
Delaware
|
THR Brokerage AZ Inc.
|
|
Delaware
|
THR Brokerage FL Inc.
|
|
Delaware
|
THR Brokerage GA Inc.
|
|
Delaware
|
THR Brokerage IL Inc.
|
|
Delaware
|
THR Brokerage NC Inc.
|
|
Delaware
|
THR Brokerage NV Inc.
|
|
Delaware
|
THR Brokerage WA Inc.
|
|
Delaware
|
THR Brokerage West Inc.
|
|
Delaware
|
THR California, L.P.
|
|
Delaware
|
THR Contribution L.P.
|
|
Delaware
|
THR Florida II, L.P.
|
|
Delaware
|
THR Florida, L.P.
|
|
Delaware
|
THR Georgia II, L.P.
|
|
Delaware
|
THR Georgia, L.P.
|
|
Delaware
|
THR Lakewood L.P.
|
|
Delaware
|
THR Nevada II, L.P.
|
|
Delaware
|
THR North Carolina II, L.P.
|
|
Delaware
|
THR Phoenix II, L.P.
|
|
Delaware
|
THR Phoenix, L.P.
|
|
Delaware
|
THR Property Borrower II L.P.
|
|
Delaware
|
THR Property Borrower L.P.
|
|
Delaware
|
THR Property GP II LLC
|
|
Delaware
|
THR Property GP LLC
|
|
Delaware
|
THR Property Guarantor II L.P.
|
|
Delaware
|
THR Property Guarantor L.P.
|
|
Delaware
|
THR Property Holdco GP II LLC
|
|
Delaware
|
THR Property Holdco GP LLC
|
|
Delaware
|
THR Property Holdco II L.P.
|
|
Delaware
|
THR Property Holdco L.P.
|
|
Delaware
|
THR Property Illinois II, L.P.
|
|
Delaware
|
THR Property Illinois, L.P.
|
|
Delaware
|
THR Property Management L.P.
|
|
Delaware
|
THR Washington II, L.P.
|
|
Delaware
|
THRCA II, L.P.
|
|
Delaware
|
Tirell, LLC
|
|
Nevada
|
Waypoint Homes Management, LLC
|
|
Delaware
|
1.
|
I have reviewed this Annual Report on Form 10-K of Invitation Homes Inc. for the fiscal year ended December 31, 2017;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
By:
|
/s/ Frederick C. Tuomi
|
|
Frederick C. Tuomi
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
March 29, 2018
|
1.
|
I have reviewed this Annual Report on Form 10-K of Invitation Homes Inc. for the fiscal year ended December 31, 2017;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
By:
|
/s/ Ernest M. Freedman
|
|
Ernest M. Freedman
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
|
March 29, 2018
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
|
/s/ Frederick C. Tuomi
|
|
Frederick C. Tuomi
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
|
/s/ Ernest M. Freedman
|
|
Ernest M. Freedman
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|