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
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
x
|
|||||
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
o
No
x
|
|
|
|
|
|
|
|
|
|
Page
|
PART I
|
|||
Item
|
1.
|
Financial Statements
|
|
Item
|
2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Item
|
3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
Item
|
4.
|
Controls and Procedures
|
|
|
|
|
|
PART II
|
|||
Item
|
1.
|
Legal Proceedings
|
|
Item
|
1A.
|
Risk Factors
|
|
Item
|
2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
Item
|
3.
|
Defaults Upon Senior Securities
|
|
Item
|
4.
|
Mine Safety Disclosures
|
|
Item
|
5.
|
Other Information
|
|
Item
|
6.
|
Exhibits
|
|
|
|
|
|
Signatures
|
|
||
|
|
•
|
“average monthly rent” represents average monthly rental income per home for occupied properties in an identified population of homes over the measurement period and reflects the impact of non-service 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 total number of days that the homes in such population were occupied during the measurement period, divided by (ii) the total number of days that the homes in such population were owned during the measurement period;
|
•
|
“days to re-resident” for an individual home represents 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;
|
•
|
“Carolinas” includes Charlotte, NC, Greensboro, NC, Raleigh, NC and Fort Mill, SC.
|
•
|
“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 percentage difference between the monthly rent from an expiring lease and the monthly rent from the next lease and, in each case, reflects the impact of non-service rent concessions and contractual rent increases amortized over the life of the related lease. 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 for at least 15 months prior to January 1st of the year in which the Same Store portfolio was established, excluding homes that have been sold, homes that have been identified for sale to an owner occupant and have become vacant, and homes that have been deemed inoperable or significantly impaired by casualty loss events or force majeure.
Homes are considered stabilized if they have (i) completed an initial renovation and (ii) entered into at least one post-initial renovation lease. An acquired portfolio that is both leased and deemed to be of sufficiently similar quality and characteristics as the existing Invitation Homes Same Store portfolio may be considered stabilized at the time of acquisition. Additionally, homes acquired via the Mergers have been deemed to qualify for the Same Store portfolio beginning in 2018 if they were stabilized, according to the Invitation Homes criteria for stabilization, within the Legacy SWH portfolio prior to the Mergers.
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. In order to provide meaningful comparative information across periods that, in some cases, pre-date the Mergers, all information regarding the performance of the Same Store portfolio for periods prior to December 31, 2017 is presented as though the Mergers were consummated on January 1, 2017;
|
•
|
“Southeast United States” includes our Atlanta, Carolinas 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 Quarterly Report on Form 10-Q 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 may be reflected on an annualized basis; and
|
•
|
“Western United States” includes our Southern California, Northern California, Seattle, Phoenix, Las Vegas and Denver markets.
|
|
|
March 31,
2018 |
|
December 31, 2017
|
||||
Assets:
|
|
(unaudited)
|
|
|
||||
Investments in single-family residential properties:
|
|
|
|
|
||||
Land
|
|
$
|
4,637,540
|
|
|
$
|
4,646,917
|
|
Building and improvements
|
|
13,759,959
|
|
|
13,740,981
|
|
||
|
|
18,397,499
|
|
|
18,387,898
|
|
||
Less: accumulated depreciation
|
|
(1,197,520
|
)
|
|
(1,075,634
|
)
|
||
Investments in single-family residential properties, net
|
|
17,199,979
|
|
|
17,312,264
|
|
||
Cash and cash equivalents
|
|
134,893
|
|
|
179,878
|
|
||
Restricted cash
|
|
255,855
|
|
|
236,684
|
|
||
Goodwill
|
|
258,207
|
|
|
258,207
|
|
||
Other assets, net
|
|
847,511
|
|
|
696,605
|
|
||
Total assets
|
|
$
|
18,696,445
|
|
|
$
|
18,683,638
|
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
||||
Mortgage loans, net
|
|
$
|
7,614,460
|
|
|
$
|
7,580,153
|
|
Term loan facility, net
|
|
1,488,695
|
|
|
1,487,973
|
|
||
Revolving facility
|
|
15,000
|
|
|
35,000
|
|
||
Convertible senior notes, net
|
|
550,695
|
|
|
548,536
|
|
||
Accounts payable and accrued expenses
|
|
199,317
|
|
|
193,413
|
|
||
Resident security deposits
|
|
150,202
|
|
|
146,689
|
|
||
Other liabilities
|
|
41,179
|
|
|
41,999
|
|
||
Total liabilities
|
|
10,059,548
|
|
|
10,033,763
|
|
||
|
|
|
|
|
||||
Equity:
|
|
|
|
|
||||
Shareholders' equity
|
|
|
|
|
||||
Preferred stock, $0.01 par value per share, 900,000,000 shares authorized, none outstanding at March 31, 2018 and December 31, 2017
|
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value per share, 9,000,000,000 shares authorized, 520,364,636 and 519,173,142 outstanding at March 31, 2018 and December 31, 2017, respectively
|
|
5,204
|
|
|
5,192
|
|
||
Additional paid-in capital
|
|
8,612,110
|
|
|
8,602,603
|
|
||
Accumulated deficit
|
|
(232,296
|
)
|
|
(157,595
|
)
|
||
Accumulated other comprehensive income
|
|
106,918
|
|
|
47,885
|
|
||
Total shareholders' equity
|
|
8,491,936
|
|
|
8,498,085
|
|
||
Non-controlling interests
|
|
144,961
|
|
|
151,790
|
|
||
Total equity
|
|
8,636,897
|
|
|
8,649,875
|
|
||
Total liabilities and equity
|
|
$
|
18,696,445
|
|
|
$
|
18,683,638
|
|
|
|
For the Three Months Ended
March 31, |
||||||
|
|
2018
|
|
2017
|
||||
Revenues:
|
|
|
|
|
||||
Rental revenues
|
|
$
|
395,792
|
|
|
$
|
226,096
|
|
Other property income
|
|
27,877
|
|
|
12,654
|
|
||
Total revenues
|
|
423,669
|
|
|
238,750
|
|
||
|
|
|
|
|
||||
Operating expenses:
|
|
|
|
|
||||
Property operating and maintenance
|
|
160,767
|
|
|
88,168
|
|
||
Property management expense
|
|
17,164
|
|
|
11,449
|
|
||
General and administrative
|
|
27,636
|
|
|
58,266
|
|
||
Depreciation and amortization
|
|
144,500
|
|
|
67,577
|
|
||
Impairment and other
|
|
6,121
|
|
|
1,204
|
|
||
Total operating expenses
|
|
356,188
|
|
|
226,664
|
|
||
Operating income
|
|
67,481
|
|
|
12,086
|
|
||
|
|
|
|
|
||||
Other expenses:
|
|
|
|
|
||||
Interest expense
|
|
(92,299
|
)
|
|
(68,572
|
)
|
||
Other, net
|
|
1,736
|
|
|
(226
|
)
|
||
Total other expenses
|
|
(90,563
|
)
|
|
(68,798
|
)
|
||
|
|
|
|
|
||||
Loss from continuing operations
|
|
(23,082
|
)
|
|
(56,712
|
)
|
||
Gain on sale of property, net of tax
|
|
5,502
|
|
|
14,321
|
|
||
|
|
|
|
|
||||
Net loss
|
|
(17,580
|
)
|
|
(42,391
|
)
|
||
Net loss attributable to non-controlling interests
|
|
311
|
|
|
—
|
|
||
|
|
|
|
|
||||
Net loss attributable to common shareholders
|
|
$
|
(17,269
|
)
|
|
$
|
(42,391
|
)
|
|
|
|
|
|
||||
|
|
For the Three
Months Ended March 31, 2018 |
|
February 1, 2017
through March 31, 2017 |
||||
Net loss available to common shareholders — basic and diluted (Note 12)
|
|
$
|
(17,491
|
)
|
|
$
|
(25,512
|
)
|
|
|
|
|
|
||||
Weighted average common shares outstanding — basic and diluted
|
|
519,660,998
|
|
|
311,651,082
|
|
||
|
|
|
|
|
||||
Net loss per common share — basic and diluted
|
|
$
|
(0.03
|
)
|
|
$
|
(0.08
|
)
|
|
|
|
|
|
||||
Dividends declared per common share
|
|
$
|
0.11
|
|
|
N/A
|
|
|
|
For the Three Months Ended
March 31, |
||||||
|
|
2018
|
|
2017
|
||||
Net loss
|
|
$
|
(17,580
|
)
|
|
$
|
(42,391
|
)
|
Other comprehensive income
|
|
|
|
|
||||
Unrealized gains on interest rate swaps
|
|
59,900
|
|
|
10,561
|
|
||
Losses from interest rate swaps reclassified into earnings from accumulated other comprehensive income
|
|
271
|
|
|
2,711
|
|
||
Other comprehensive income
|
|
60,171
|
|
|
13,272
|
|
||
Comprehensive income (loss)
|
|
42,591
|
|
|
(29,119
|
)
|
||
Comprehensive income attributable to non-controlling interests
|
|
(753
|
)
|
|
—
|
|
||
Comprehensive income (loss) attributable to common shareholders
|
|
$
|
41,838
|
|
|
$
|
(29,119
|
)
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
|
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, 2017
|
|
519,173,142
|
|
|
$
|
5,192
|
|
|
$
|
8,602,603
|
|
|
$
|
(157,595
|
)
|
|
$
|
47,885
|
|
|
$
|
8,498,085
|
|
|
$
|
151,790
|
|
|
$
|
8,649,875
|
|
Capital distributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,037
|
)
|
|
(1,037
|
)
|
|||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,269
|
)
|
|
—
|
|
|
(17,269
|
)
|
|
(311
|
)
|
|
(17,580
|
)
|
|||||||
Dividends and dividend equivalents declared ($0.11 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(57,432
|
)
|
|
—
|
|
|
(57,432
|
)
|
|
—
|
|
|
(57,432
|
)
|
|||||||
Issuance of common stock — settlement of RSUs, net of tax
|
|
786,457
|
|
|
8
|
|
|
(6,606
|
)
|
|
—
|
|
|
—
|
|
|
(6,598
|
)
|
|
—
|
|
|
(6,598
|
)
|
|||||||
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
9,498
|
|
|
—
|
|
|
—
|
|
|
9,498
|
|
|
—
|
|
|
9,498
|
|
|||||||
Total other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59,107
|
|
|
59,107
|
|
|
1,064
|
|
|
60,171
|
|
|||||||
Redemption of OP Units for common stock
|
|
405,037
|
|
|
4
|
|
|
6,615
|
|
|
—
|
|
|
(74
|
)
|
|
6,545
|
|
|
(6,545
|
)
|
|
—
|
|
|||||||
Balance as of March 31, 2018
|
|
520,364,636
|
|
|
$
|
5,204
|
|
|
$
|
8,612,110
|
|
|
$
|
(232,296
|
)
|
|
$
|
106,918
|
|
|
$
|
8,491,936
|
|
|
$
|
144,961
|
|
|
$
|
8,636,897
|
|
|
|
For the Three Months Ended
March 31, |
||||||
|
|
2018
|
|
2017
|
||||
Operating Activities:
|
|
|
|
|
||||
Net loss
|
|
$
|
(17,580
|
)
|
|
$
|
(42,391
|
)
|
|
|
|
|
|
||||
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
144,500
|
|
|
67,577
|
|
||
Share-based compensation expense
|
|
9,498
|
|
|
44,244
|
|
||
Amortization of deferred leasing costs
|
|
2,844
|
|
|
3,139
|
|
||
Amortization of deferred financing costs
|
|
3,995
|
|
|
11,327
|
|
||
Amortization of debt discounts
|
|
2,254
|
|
|
55
|
|
||
Provisions for impairment
|
|
603
|
|
|
1,037
|
|
||
Gain on sale of property, net of tax
|
|
(5,502
|
)
|
|
(14,321
|
)
|
||
Change in fair value of derivative instruments
|
|
2,246
|
|
|
3,752
|
|
||
Other noncash amounts included in net loss
|
|
(1,153
|
)
|
|
(337
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Other assets, net
|
|
(23,390
|
)
|
|
(15,906
|
)
|
||
Accounts payable and accrued expenses
|
|
10,920
|
|
|
16,207
|
|
||
Resident security deposits
|
|
3,513
|
|
|
1,279
|
|
||
Other liabilities
|
|
(2,668
|
)
|
|
412
|
|
||
Net cash provided by operating activities
|
|
130,080
|
|
|
76,074
|
|
||
|
|
|
|
|
||||
Investing Activities:
|
|
|
|
|
||||
Change in amounts deposited and held by others
|
|
(1,557
|
)
|
|
484
|
|
||
Acquisition of single-family residential properties
|
|
(48,486
|
)
|
|
(27,813
|
)
|
||
Initial renovations to single-family residential properties
|
|
(16,820
|
)
|
|
(6,855
|
)
|
||
Other capital expenditures for single-family residential properties
|
|
(31,233
|
)
|
|
(10,800
|
)
|
||
Corporate capital expenditures
|
|
(29
|
)
|
|
(270
|
)
|
||
Proceeds from sale of residential properties
|
|
51,105
|
|
|
73,652
|
|
||
Purchases of investments in debt securities
|
|
(45,832
|
)
|
|
—
|
|
||
Repayment proceeds from retained debt securities
|
|
114
|
|
|
—
|
|
||
Other investing activities
|
|
(9,260
|
)
|
|
—
|
|
||
Net cash (used in) provided by investing activities
|
|
(101,998
|
)
|
|
28,398
|
|
||
|
|
|
|
|
||||
Financing Activities:
|
|
|
|
|
||||
Proceeds from IPO, net of underwriting discounts
|
|
—
|
|
|
1,692,058
|
|
||
IPO costs paid
|
|
—
|
|
|
(2,457
|
)
|
||
Payment of dividends and dividend equivalents
|
|
(57,432
|
)
|
|
—
|
|
||
Distributions to non-controlling interests
|
|
(1,037
|
)
|
|
—
|
|
||
Payment of taxes related to net share settlement of RSUs
|
|
(6,598
|
)
|
|
—
|
|
||
Redemption of Series A Preferred Stock
|
|
—
|
|
|
(1,153
|
)
|
||
Payments on credit facilities
|
|
—
|
|
|
(2,321,585
|
)
|
||
Proceeds from mortgage loans
|
|
916,571
|
|
|
—
|
|
|
|
For the Three Months Ended
March 31, |
||||||
|
|
2018
|
|
2017
|
||||
Payments on mortgage loans
|
|
(873,269
|
)
|
|
(1,030,471
|
)
|
||
Proceeds from term loan facility
|
|
—
|
|
|
1,500,000
|
|
||
Payments on revolving facility
|
|
(20,000
|
)
|
|
—
|
|
||
Deferred financing costs paid
|
|
(11,770
|
)
|
|
(24,456
|
)
|
||
Other financing activities
|
|
(361
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
|
(53,896
|
)
|
|
(188,064
|
)
|
||
|
|
|
|
|
||||
Change in cash, cash equivalents, and restricted cash
|
|
(25,814
|
)
|
|
(83,592
|
)
|
||
Cash, cash equivalents, and restricted cash, beginning of period (Note 4)
|
|
416,562
|
|
|
420,211
|
|
||
Cash, cash equivalents, and restricted cash, end of period (Note 4)
|
|
$
|
390,748
|
|
|
$
|
336,619
|
|
|
|
|
|
|
||||
Supplemental cash flow disclosures:
|
|
|
|
|
||||
Interest paid, net of amounts capitalized
|
|
$
|
87,797
|
|
|
$
|
53,645
|
|
Cash paid for income taxes
|
|
671
|
|
|
—
|
|
||
|
|
|
|
|
||||
Noncash investing and financing activities:
|
|
|
|
|
||||
Accrued renovation improvements at period end
|
|
$
|
5,747
|
|
|
$
|
3,620
|
|
Accrued residential property capital improvements at period end
|
|
5,849
|
|
|
2,277
|
|
||
Transfer of residential property, net to other assets, net for held for sale assets
|
|
59,173
|
|
|
32,862
|
|
||
Reclassification of IPO costs from other assets to additional paid-in capital
|
|
—
|
|
|
2,629
|
|
||
Change in other comprehensive income from cash flow hedges
|
|
57,516
|
|
|
13,272
|
|
||
Capital leases
|
|
2,209
|
|
|
—
|
|
•
|
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).
|
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
Land
|
|
$
|
4,637,540
|
|
|
$
|
4,646,917
|
|
Single-family residential property
|
|
13,103,690
|
|
|
13,084,156
|
|
||
Capital improvements
|
|
536,314
|
|
|
536,297
|
|
||
Equipment
|
|
119,955
|
|
|
120,528
|
|
||
Total gross investments in the properties
|
|
18,397,499
|
|
|
18,387,898
|
|
||
Less: accumulated depreciation
|
|
(1,197,520
|
)
|
|
(1,075,634
|
)
|
||
Investments in single-family residential properties, net
|
|
$
|
17,199,979
|
|
|
$
|
17,312,264
|
|
|
|
As of
March 31, |
|
As of
December 31, |
||||||||||||
|
|
2018
|
|
2017
|
|
2017
|
|
2016
|
||||||||
Cash and cash equivalents
|
|
$
|
134,893
|
|
|
$
|
192,450
|
|
|
$
|
179,878
|
|
|
$
|
198,119
|
|
Restricted cash
|
|
255,855
|
|
|
144,169
|
|
|
236,684
|
|
|
222,092
|
|
||||
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows
|
|
$
|
390,748
|
|
|
$
|
336,619
|
|
|
$
|
416,562
|
|
|
$
|
420,211
|
|
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
Resident security deposits
|
|
$
|
150,583
|
|
|
$
|
147,098
|
|
Property taxes
|
|
46,931
|
|
|
20,785
|
|
||
Collections
|
|
34,700
|
|
|
40,607
|
|
||
Derivative collateral
|
|
11,680
|
|
|
15,120
|
|
||
Insurance premium and deductible
|
|
4,487
|
|
|
4,250
|
|
||
Capital expenditure reserves
|
|
3,461
|
|
|
5,257
|
|
||
Letters of credit
|
|
3,440
|
|
|
2,994
|
|
||
Eligibility reserves
|
|
573
|
|
|
573
|
|
||
Total
|
|
$
|
255,855
|
|
|
$
|
236,684
|
|
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
Investments in debt securities, net
|
|
$
|
424,351
|
|
|
$
|
378,545
|
|
Interest rate swaps (Note 7)
|
|
115,127
|
|
|
57,612
|
|
||
Held for sale assets
(1)
|
|
76,951
|
|
|
46,814
|
|
||
Investment in unconsolidated joint venture
|
|
56,940
|
|
|
57,078
|
|
||
Prepaid expenses
|
|
54,364
|
|
|
37,869
|
|
||
Rent and other receivables, net
|
|
28,686
|
|
|
24,525
|
|
||
In-place leases, net
|
|
21,070
|
|
|
37,517
|
|
||
Corporate fixed assets, net
|
|
15,415
|
|
|
16,595
|
|
||
Amounts deposited and held by others
|
|
14,155
|
|
|
12,598
|
|
||
Deferred leasing costs, net
|
|
7,358
|
|
|
7,018
|
|
||
Deferred financing costs, net
|
|
6,911
|
|
|
7,504
|
|
||
Other
|
|
26,183
|
|
|
12,930
|
|
||
Total
|
|
$
|
847,511
|
|
|
$
|
696,605
|
|
|
(1)
|
As of
March 31, 2018
and
December 31, 2017
,
402
and
236
properties, respectively, are classified as held for sale.
|
|
|
|
|
|
|
|
|
|
|
Outstanding Principal Balance
(2)
|
||||||
|
|
Origination
Date
|
|
Maturity
Date
|
|
Interest Rate
(1)
|
|
Range of Spreads
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
CAH 2014-1
(3)
|
|
N/A
|
|
N/A
|
|
—%
|
|
N/A
|
|
$
|
—
|
|
|
$
|
473,384
|
|
CAH 2014-2
(3)
|
|
N/A
|
|
N/A
|
|
—%
|
|
N/A
|
|
—
|
|
|
385,401
|
|
||
IH 2015-1, net
(4)(5)
|
|
January 29, 2015
|
|
March 9, 2019
|
|
4.31%
|
|
152-437 bps
|
|
527,826
|
|
|
528,795
|
|
||
IH 2015-2
(4)(5)
|
|
April 10, 2015
|
|
June 9, 2018
|
|
3.89%
|
|
142-377 bps
|
|
627,106
|
|
|
627,259
|
|
||
CAH 2015-1
(4)(6)
|
|
June 11, 2015
|
|
July 9, 2018
|
|
3.76%
|
|
128-373 bps
|
|
655,455
|
|
|
656,551
|
|
||
IH 2015-3
(4)(7)
|
|
June 25, 2015
|
|
August 9, 2018
|
|
4.13%
|
|
136-481 bps
|
|
1,162,225
|
|
|
1,165,886
|
|
||
CSH 2016-1
(4)(6)
|
|
June 7, 2016
|
|
July 9, 2018
|
|
4.19%
|
|
158-508 bps
|
|
529,827
|
|
|
531,517
|
|
||
CSH 2016-2
(4)
|
|
November 3, 2016
|
|
December 9, 2018
|
|
3.73%
|
|
133-423 bps
|
|
605,357
|
|
|
609,815
|
|
||
IH 2017-1
(8)
|
|
April 28, 2017
|
|
June 9, 2027
|
|
4.23%
|
|
N/A
|
|
996,371
|
|
|
996,453
|
|
||
SWH 2017-1
(4)
|
|
September 29, 2017
|
|
October 9, 2019
|
|
3.43%
|
|
102-347 bps
|
|
769,754
|
|
|
769,754
|
|
||
IH 2017-2
(4)
|
|
November 9, 2017
|
|
December 9, 2019
|
|
3.38%
|
|
91-306 bps
|
|
863,263
|
|
|
863,413
|
|
||
IH 2018-1
(3)(4)
|
|
February 8, 2018
|
|
March 9, 2020
|
|
3.12%
|
|
76-256 bps
|
|
914,441
|
|
|
—
|
|
||
Total Securitizations
|
|
7,651,625
|
|
|
7,608,228
|
|
||||||||||
Less deferred financing costs, net
|
|
(37,165
|
)
|
|
(28,075
|
)
|
||||||||||
Total
|
|
$
|
7,614,460
|
|
|
$
|
7,580,153
|
|
|
(1)
|
Except for IH 2017-1, interest rates are based on a weighted average spread over
the London Interbank Offered Rate (“LIBOR”)
, plus applicable servicing fees; as of
March 31, 2018
, LIBOR was
1.88%
. 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)
|
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.
|
(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 mortgage loan agreement and the borrower obtains a replacement interest rate cap agreement in a form reasonably acceptable to the lender). Our IH 2015-2, IH 2015-3 and CAH 2015-1 mortgage loans have exercised the first extension option, and IH 2015-1 has exercised the second extension option. The maturity dates above are reflective of all extensions that have been exercised.
|
(5)
|
On May 8, 2018, the outstanding balances of IH 2015-1 and IH 2015-2 were repaid in full with proceeds from IH 2018-2, a new securitization transaction
(see
Note 16
).
|
(6)
|
On April 9, 2018, we submitted a notification to request an extension of the maturity of the CAH 2015-1 and CS
H 2016-1 mortgage loans from July 9, 2018 to July 9, 2019 upon approval.
|
(7)
|
On May 9, 2018, we submitted a notification to request an extension of the maturity of the IH 2015-3 mortgage loan from August 9, 2018 to August 9, 2019 upon approval.
|
(8)
|
Net of unamortized discount of
$3,257
and
$3,345
as of
March 31, 2018
and
December 31, 2017
, respectively.
|
|
|
Maturity
Date |
|
Interest
Rate (1) |
|
March 31,
2018 |
|
December 31,
2017 |
||||
Term loan facility
|
|
February 6, 2022
|
|
3.58%
|
|
$
|
1,500,000
|
|
|
$
|
1,500,000
|
|
Deferred financing costs, net
|
|
(11,305
|
)
|
|
(12,027
|
)
|
||||||
Term Loan Facility, net
|
|
$
|
1,488,695
|
|
|
$
|
1,487,973
|
|
||||
|
|
|
|
|
|
|
|
|
||||
Revolving Facility
|
|
February 6, 2021
|
|
3.63%
|
|
$
|
15,000
|
|
|
$
|
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
March 31, 2018
, LIBOR was
1.88%
.
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal Amount
|
|||||||||
|
|
Coupon
Rate |
|
Effective
Rate (1) |
|
Conversion
Rate (2) |
|
Maturity
Date |
|
Amortization
Period |
|
March 31,
2018 |
|
December 31,
2017 |
|||||||
2019 Convertible Notes
|
|
3.00
|
%
|
|
4.92
|
%
|
|
53.0969
|
|
|
7/1/2019
|
|
1.25 years
|
|
$
|
229,993
|
|
|
$
|
230,000
|
|
2022 Convertible Notes
|
|
3.50
|
%
|
|
5.12
|
%
|
|
43.7694
|
|
|
1/15/2022
|
|
3.80 years
|
|
345,000
|
|
|
345,000
|
|
||
Total
|
574,993
|
|
|
575,000
|
|
||||||||||||||||
Net unamortized fair value adjustment
|
(24,298
|
)
|
|
(26,464
|
)
|
||||||||||||||||
Total
|
$
|
550,695
|
|
|
$
|
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
March 31, 2018
, 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 do not meet the criteria for conversion as of
March 31, 2018
.
|
Year
|
|
Mortgage Loans
(1)(2)
|
|
Term Loan Facility
|
|
Revolving Facility
|
|
Convertible Senior Notes
|
|
Total
|
||||||||||
2018
|
|
$
|
3,579,970
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,579,970
|
|
2019
|
|
2,160,843
|
|
|
—
|
|
|
—
|
|
|
229,993
|
|
|
2,390,836
|
|
|||||
2020
|
|
914,441
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
914,441
|
|
|||||
2021
|
|
—
|
|
|
—
|
|
|
15,000
|
|
|
—
|
|
|
15,000
|
|
|||||
2022
|
|
—
|
|
|
1,500,000
|
|
|
—
|
|
|
345,000
|
|
|
1,845,000
|
|
|||||
2023 and thereafter
|
|
996,371
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
996,371
|
|
|||||
Total
|
|
7,651,625
|
|
|
1,500,000
|
|
|
15,000
|
|
|
574,993
|
|
|
9,741,618
|
|
|||||
Less deferred financing costs, net
|
|
(37,165
|
)
|
|
(11,305
|
)
|
|
—
|
|
|
—
|
|
|
(48,470
|
)
|
|||||
Less unamortized fair value adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,298
|
)
|
|
(24,298
|
)
|
|||||
Total
|
|
$
|
7,614,460
|
|
|
$
|
1,488,695
|
|
|
$
|
15,000
|
|
|
$
|
550,695
|
|
|
$
|
9,668,850
|
|
|
(1)
|
The maturity dates of the obligations are reflective of all extensions that have been exercised.
|
(2)
|
On May 8, 2018, IH 2015-1 and IH 2015-2 were repaid in full with the proceeds from IH 2018-2, a new securitization transaction
(see
Note 16
).
The net result of the repayments and new securitization will be to reduce 2018 and 2019 obligations by
$627,106
and
$527,826
, respectively, to be replaced with obligations totaling
$1,057,225
due on
June 9, 2020
.
|
Agreement Date
|
|
Forward
Effective Date |
|
Maturity
Date |
|
Strike
Rate |
|
Index
|
|
Notional
Amount |
||
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 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
|
|
|
June 3, 2016
|
|
July 15, 2017
|
|
July 15, 2018
|
|
0.93%
|
|
One-month LIBOR
|
|
450,000
|
|
|
January 10, 2017
|
|
January 15, 2018
|
|
January 15, 2019
|
|
1.58%
|
|
One-month LIBOR
|
|
550,000
|
|
|
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, 2018
|
|
July 15, 2019
|
|
1.12%
|
|
One-month LIBOR
|
|
450,000
|
|
|
January 10, 2017
|
|
January 15, 2019
|
|
January 15, 2020
|
|
1.93%
|
|
One-month LIBOR
|
|
550,000
|
|
|
March 29, 2017
|
|
March 15, 2019
|
|
March 15, 2022
|
|
2.21%
|
|
One-month LIBOR
|
|
800,000
|
|
|
June 3, 2016
|
|
July 15, 2019
|
|
July 15, 2020
|
|
1.30%
|
|
One-month LIBOR
|
|
450,000
|
|
|
January 10, 2017
|
|
January 15, 2020
|
|
January 15, 2021
|
|
2.13%
|
|
One-month LIBOR
|
|
550,000
|
|
|
June 3, 2016
|
|
July 15, 2020
|
|
July 15, 2021
|
|
1.47%
|
|
One-month LIBOR
|
|
450,000
|
|
|
January 10, 2017
|
|
January 15, 2021
|
|
July 15, 2021
|
|
2.23%
|
|
One-month LIBOR
|
|
550,000
|
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
|
|
|
Fair Value as of
|
|
|
|
Fair Value as of
|
||||||||||||
|
|
Balance
Sheet Location |
|
March 31,
2018 |
|
December 31,
2017 |
|
Balance
Sheet Location |
|
March 31,
2018 |
|
December 31,
2017 |
||||||||
Derivatives designated as
hedging instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
|
Other
assets |
|
$
|
115,127
|
|
|
$
|
57,612
|
|
|
Other
liabilities |
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives not designated as
hedging instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate caps
|
|
Other
assets |
|
496
|
|
|
27
|
|
|
Other
liabilities |
|
—
|
|
|
—
|
|
||||
Interest rate swaps
|
|
Other
assets |
|
—
|
|
|
—
|
|
|
Other
liabilities
|
|
—
|
|
|
—
|
|
||||
Total
|
|
|
|
$
|
115,623
|
|
|
$
|
57,639
|
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
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 Condensed Consolidated Statements of Operations
|
||||||||||||||||||
|
|
Three Months Ended
March 31, |
|
|
Three Months Ended
March 31, |
|
Three Months Ended
March 31, |
|||||||||||||||||||
|
|
2018
|
|
2017
|
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|||||||||||||
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
|
$
|
59,900
|
|
|
$
|
10,561
|
|
|
Interest
expense |
|
$
|
(271
|
)
|
|
$
|
(2,711
|
)
|
|
$
|
92,299
|
|
|
$
|
68,572
|
|
|
|
Location of
Gain (Loss) Recognized in Net Loss on Derivative |
|
Amount of Gain (Loss) Recognized in Net Loss on Derivative
|
||||||
|
|
|
Three Months Ended
March 31, |
|||||||
|
|
|
2018
|
|
2017
|
|||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
Interest expense
|
|
$
|
—
|
|
|
$
|
(3,674
|
)
|
Interest rate caps
|
|
Interest expense
|
|
253
|
|
|
(78
|
)
|
||
Total
|
|
|
|
$
|
253
|
|
|
$
|
(3,752
|
)
|
|
|
Record
Date |
|
Amount
per Share
(1)
|
|
Pay
Date |
|
Total Amount
Declared |
||||
Q1-2018
|
|
February 13, 2018
|
|
$
|
0.11
|
|
|
February 28, 2018
|
|
$
|
57,432
|
|
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.
|
•
|
2018 Annual Long Term Incentive (“LTIP”) Awards:
During the
three months ended March 31, 2018
, we granted
598,468
RSUs pursuant to LTIP awards. Each award is divided into three tranches, portions of which vest based on
|
•
|
Other Awards:
During the
three months ended March 31, 2018
, we granted
132,376
RSUs (the “2018 Bonus Awards”) each of which award is a time-vesting award which
vests in three equal annual installments based on an anniversary date of March 1, 2018.
|
|
|
Time-Vesting Awards
|
|
PRSUs
|
|
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, December 31, 2017
|
|
2,695,902
|
|
|
$
|
21.51
|
|
|
408,102
|
|
|
$
|
22.25
|
|
|
3,104,004
|
|
|
$
|
20.79
|
|
Granted
|
|
318,121
|
|
|
21.91
|
|
|
620,778
|
|
|
22.11
|
|
|
938,899
|
|
|
22.05
|
|
|||
Vested
|
|
(946,834
|
)
|
|
(21.14
|
)
|
|
(111,062
|
)
|
|
(23.28
|
)
|
|
(1,057,896
|
)
|
|
(21.36
|
)
|
|||
Forfeited
|
|
(99,719
|
)
|
|
(22.97
|
)
|
|
(9,813
|
)
|
|
(22.15
|
)
|
|
(109,532
|
)
|
|
(22.90
|
)
|
|||
Balance, March 31, 2018
|
|
1,967,470
|
|
|
$
|
21.68
|
|
|
908,005
|
|
|
$
|
22.03
|
|
|
2,875,475
|
|
|
$
|
21.79
|
|
|
(1)
|
All vested RSUs, RSAs and PRSUs are included in basic EPS for the period during which they are outstanding.
|
|
|
March 1, 2018
|
Expected volatility
(1)
|
|
14.5%-17.3%
|
Risk-free rate
|
|
2.38%
|
Expected holding period (years)
|
|
2.71-2.84
|
|
(1)
|
Expected volatility is estimated based on the historical volatility of realized returns of the Company and the applicable index.
|
|
|
Share-Based Compensation
Expense for the Three Months Ended March 31, |
||||||
|
|
2018
|
|
2017
|
||||
General and administrative
|
|
$
|
7,554
|
|
|
$
|
40,271
|
|
Property management expense
|
|
1,944
|
|
|
3,973
|
|
||
Total
|
|
$
|
9,498
|
|
|
$
|
44,244
|
|
|
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
|
|
|
Carrying
Value |
|
Fair
Value |
|
Carrying
Value |
|
Fair
Value |
||||||||
Assets carried at historical cost on the condensed consolidated balance sheets:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Investments in debt securities
(1)
|
|
Level 2
|
|
$
|
424,351
|
|
|
$
|
422,162
|
|
|
$
|
378,545
|
|
|
$
|
379,500
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities carried at historical cost on the condensed consolidated balance sheets:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mortgage loans
(2)
|
|
Level 2
|
|
$
|
7,651,625
|
|
|
$
|
7,612,163
|
|
|
$
|
7,608,228
|
|
|
$
|
7,627,423
|
|
Term loan facility
(3)
|
|
Level 3
|
|
1,500,000
|
|
|
1,495,193
|
|
|
1,500,000
|
|
|
1,494,494
|
|
||||
Revolving facility
|
|
Level 3
|
|
15,000
|
|
|
15,006
|
|
|
35,000
|
|
|
35,007
|
|
||||
Convertible senior notes
(4)
|
|
Level 3
|
|
550,695
|
|
|
534,101
|
|
|
548,536
|
|
|
557,179
|
|
|
(1)
|
The carrying values of debt securities are shown net of discounts.
|
(2)
|
The carrying values of the mortgage loans are shown net of discount and exclude
$37,165
and
$28,075
of deferred financing costs as of
March 31, 2018
and
December 31, 2017
, respectively.
|
(3)
|
The carrying value of the Term Loan Facility excludes
$11,305
and
$12,027
of deferred financing costs as of
March 31, 2018
and
December 31, 2017
, respectively
.
|
(4)
|
The carrying values of the Convertible Senior Notes include unamortized discounts of
$24,298
and
$26,464
as of
March 31, 2018
and
December 31, 2017
, respectively.
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2018
|
|
2017
|
||||
Investments in single-family residential properties, net held for use (Level 3):
|
|
|
|
|
||||
Pre-impairment amount
|
|
$
|
—
|
|
|
$
|
496
|
|
Total impairments
|
|
—
|
|
|
(267
|
)
|
||
Fair value
|
|
$
|
—
|
|
|
$
|
229
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2018
|
|
2017
|
||||
Investments in single-family residential properties, net held for sale (Level 3):
|
|
|
|
|
||||
Pre-impairment amount
|
|
$
|
3,225
|
|
|
$
|
7,242
|
|
Total impairments
|
|
(603
|
)
|
|
(770
|
)
|
||
Fair value
|
|
$
|
2,622
|
|
|
$
|
6,472
|
|
(in thousands, except share and per share data)
|
|
For the Three
Months Ended March 31, 2018 |
|
February 1, 2017
through March 31, 2017 |
||||
Numerator:
|
|
|
|
|
||||
Net loss
|
|
$
|
(17,580
|
)
|
|
$
|
(42,391
|
)
|
Net loss for the period January 1, 2017 through January 31, 2017
|
|
—
|
|
|
16,879
|
|
||
Net loss attributable to non-controlling interests
|
|
311
|
|
|
—
|
|
||
Net loss attributable to common shareholders
|
|
(17,269
|
)
|
|
(25,512
|
)
|
||
Less net loss available to participating securities
|
|
(222
|
)
|
|
—
|
|
||
Net loss available to common shareholders — basic and diluted
|
|
$
|
(17,491
|
)
|
|
$
|
(25,512
|
)
|
|
|
|
|
|
||||
Denominator:
|
|
|
|
|
||||
Weighted average common shares outstanding — basic and diluted
|
|
519,660,998
|
|
|
311,651,082
|
|
||
|
|
|
|
|
||||
Net loss per common share — basic and diluted
|
|
$
|
(0.03
|
)
|
|
$
|
(0.08
|
)
|
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
|
|
|
|
Three Months Ended
March 31, 2017 |
||
Total revenue
|
|
$
|
387,722
|
|
Net loss
|
|
(188,400
|
)
|
Agreement Date
|
|
Forward
Effective Date |
|
Maturity
Date |
|
Strike
Rate |
|
Index
|
|
Notional
Amount |
||
April 19, 2018
|
|
January 31, 2019
|
|
January 31, 2025
|
|
2.86%
|
|
One-month LIBOR
|
|
$
|
400,000
|
|
April 19, 2018
|
|
March 15, 2019
|
|
November 30, 2024
|
|
2.85%
|
|
One-month LIBOR
|
|
400,000
|
|
|
April 19, 2018
|
|
March 15, 2019
|
|
February 28, 2025
|
|
2.86%
|
|
One-month LIBOR
|
|
400,000
|
|
|
April 19, 2018
|
|
January 31, 2020
|
|
November 30, 2024
|
|
2.90%
|
|
One-month LIBOR
|
|
400,000
|
|
|
May 8, 2018
|
|
March 9, 2020
|
|
June 9, 2025
|
|
2.99%
|
|
One-month LIBOR
|
|
325,000
|
|
|
May 8, 2018
|
|
June 9, 2020
|
|
June 9, 2025
|
|
2.99%
|
|
One-month LIBOR
|
|
595,000
|
|
Market
|
|
Number of Homes
(1)
|
|
Average
Occupancy (2) |
|
Average Monthly
Rent (3) |
|
Average Monthly
Rent PSF (3) |
|
% of
Revenue (4) |
Western United States
|
|
|
|
|
|
|
|
|
|
|
Southern California
|
|
8,361
|
|
95.1%
|
|
$2,229
|
|
$1.32
|
|
13.0%
|
Northern California
|
|
4,592
|
|
96.1%
|
|
1,900
|
|
1.24
|
|
6.6%
|
Seattle
|
|
3,294
|
|
94.7%
|
|
2,029
|
|
1.07
|
|
5.1%
|
Phoenix
|
|
7,435
|
|
96.4%
|
|
1,241
|
|
0.76
|
|
6.8%
|
Las Vegas
|
|
2,709
|
|
96.5%
|
|
1,490
|
|
0.75
|
|
3.0%
|
Denver
|
|
2,190
|
|
94.6%
|
|
1,856
|
|
1.04
|
|
3.0%
|
Western United States Subtotal
|
|
28,581
|
|
95.6%
|
|
1,795
|
|
1.05
|
|
37.5%
|
|
|
|
|
|
|
|
|
|
|
|
Florida
|
|
|
|
|
|
|
|
|
|
|
South Florida
|
|
9,314
|
|
93.5%
|
|
2,087
|
|
1.13
|
|
13.5%
|
Tampa
|
|
8,655
|
|
93.9%
|
|
1,580
|
|
0.86
|
|
9.7%
|
Orlando
|
|
5,856
|
|
95.8%
|
|
1,536
|
|
0.83
|
|
6.5%
|
Jacksonville
|
|
1,941
|
|
95.6%
|
|
1,593
|
|
0.80
|
|
2.2%
|
Florida Subtotal
|
|
25,766
|
|
94.3%
|
|
1,753
|
|
0.95
|
|
31.9%
|
|
|
|
|
|
|
|
|
|
|
|
Southeast United States
|
|
|
|
|
|
|
|
|
|
|
Atlanta
|
|
12,405
|
|
95.0%
|
|
1,420
|
|
0.69
|
|
12.5%
|
Carolinas
|
|
4,958
|
|
91.6%
|
|
1,495
|
|
0.71
|
|
5.0%
|
Nashville
|
|
782
|
|
81.4%
|
|
1,839
|
|
0.85
|
|
0.9%
|
Southeast United States Subtotal
|
|
18,145
|
|
93.5%
|
|
1,456
|
|
0.70
|
|
18.4%
|
|
|
|
|
|
|
|
|
|
|
|
Texas
|
|
|
|
|
|
|
|
|
|
|
Houston
|
|
2,572
|
|
90.6%
|
|
1,529
|
|
0.78
|
|
2.6%
|
Dallas
|
|
2,266
|
|
93.5%
|
|
1,697
|
|
0.81
|
|
2.7%
|
Texas Subtotal
|
|
4,838
|
|
91.9%
|
|
1,609
|
|
0.80
|
|
5.3%
|
|
|
|
|
|
|
|
|
|
|
|
Midwest United States
|
|
|
|
|
|
|
|
|
|
|
Chicago
|
|
4,005
|
|
94.0%
|
|
1,930
|
|
1.18
|
|
5.3%
|
Minneapolis
|
|
1,174
|
|
95.7%
|
|
1,798
|
|
0.91
|
|
1.6%
|
Midwest United States Subtotal
|
|
5,179
|
|
94.4%
|
|
1,900
|
|
1.11
|
|
6.9%
|
Total/Average
|
|
82,509
|
|
94.5%
|
|
$1,704
|
|
$0.92
|
|
100.0%
|
Same Store Total / Average
|
|
72,109
|
|
95.7%
|
|
$1,706
|
|
$0.92
|
|
88.6%
|
|
(1)
|
As of
March 31, 2018
.
|
(2)
|
Represents average occupancy for the
three months ended
March 31, 2018
.
|
(3)
|
Represents average monthly rent for the
three months ended
March 31, 2018
.
|
(4)
|
Represents the percentage of total revenue generated in each market for the
three months ended
March 31, 2018
.
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
($ in thousands)
|
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
Revenues:
|
|
|
|
|
|
|
|
|
|||||||
Rental revenues
|
|
$
|
395,792
|
|
|
$
|
226,096
|
|
|
$
|
169,696
|
|
|
75.1
|
%
|
Other property income
|
|
27,877
|
|
|
12,654
|
|
|
15,223
|
|
|
120.3
|
%
|
|||
Total revenues
|
|
423,669
|
|
|
238,750
|
|
|
184,919
|
|
|
77.5
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|||||||
Property operating and maintenance
|
|
160,767
|
|
|
88,168
|
|
|
72,599
|
|
|
82.3
|
%
|
|||
Property management expense
|
|
17,164
|
|
|
11,449
|
|
|
5,715
|
|
|
49.9
|
%
|
|||
General and administrative
|
|
27,636
|
|
|
58,266
|
|
|
(30,630
|
)
|
|
(52.6
|
)%
|
|||
Depreciation and amortization
|
|
144,500
|
|
|
67,577
|
|
|
76,923
|
|
|
113.8
|
%
|
|||
Impairment and other
|
|
6,121
|
|
|
1,204
|
|
|
4,917
|
|
|
408.4
|
%
|
|||
Total operating expenses
|
|
356,188
|
|
|
226,664
|
|
|
129,524
|
|
|
57.1
|
%
|
|||
Operating income
|
|
67,481
|
|
|
12,086
|
|
|
55,395
|
|
|
458.3
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Other expenses:
|
|
|
|
|
|
|
|
|
|||||||
Interest expense
|
|
(92,299
|
)
|
|
(68,572
|
)
|
|
23,727
|
|
|
34.6
|
%
|
|||
Other, net
|
|
1,736
|
|
|
(226
|
)
|
|
(1,962
|
)
|
|
N/M
|
|
|||
Total other expenses
|
|
(90,563
|
)
|
|
(68,798
|
)
|
|
21,765
|
|
|
31.6
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Loss from continuing operations
|
|
$
|
(23,082
|
)
|
|
$
|
(56,712
|
)
|
|
$
|
33,630
|
|
|
59.3
|
%
|
|
|
|
|
|
|
|
|
|
|
Outstanding Principal Balance
(3)
|
||||||
($ in thousands)
|
|
Maturity
Date |
|
Maturity Date if
Fully Extended
(1)
|
|
Interest Rate
(2)
|
|
Range of Spreads
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
CAH 2014-1
(4)
|
|
N/A
|
|
N/A
|
|
—%
|
|
N/A
|
|
$
|
—
|
|
|
$
|
473,384
|
|
CAH 2014-2
(4)
|
|
N/A
|
|
N/A
|
|
—%
|
|
N/A
|
|
—
|
|
|
385,401
|
|
||
IH 2015-1, net
(5)(6)
|
|
March 9, 2019
|
|
March 9, 2020
|
|
4.31%
|
|
152-437 bps
|
|
527,826
|
|
|
528,795
|
|
||
IH 2015-2
(5)(6)
|
|
June 9, 2018
|
|
June 9, 2020
|
|
3.89%
|
|
142-377 bps
|
|
627,106
|
|
|
627,259
|
|
||
CAH 2015-1
(5)(7)
|
|
July 9, 2018
|
|
July 9, 2020
|
|
3.76%
|
|
128-373 bps
|
|
655,455
|
|
|
656,551
|
|
||
IH 2015-3
(5)(8)
|
|
August 9, 2018
|
|
August 7, 2020
|
|
4.13%
|
|
136-481 bps
|
|
1,162,225
|
|
|
1,165,886
|
|
||
CSH 2016-1
(5)(7)
|
|
July 9, 2018
|
|
July 9, 2021
|
|
4.19%
|
|
158-508 bps
|
|
529,827
|
|
|
531,517
|
|
||
CSH 2016-2
(5)
|
|
December 9, 2018
|
|
December 9, 2021
|
|
3.73%
|
|
133-423 bps
|
|
605,357
|
|
|
609,815
|
|
||
IH 2017-1
(9)
|
|
June 9, 2027
|
|
N/A
|
|
4.23%
|
|
N/A
|
|
996,371
|
|
|
996,453
|
|
||
SWH 2017-1
(5)
|
|
October 9, 2019
|
|
January 9, 2023
|
|
3.43%
|
|
102-347 bps
|
|
769,754
|
|
|
769,754
|
|
||
IH 2017-2
(5)
|
|
December 9, 2019
|
|
December 9, 2024
|
|
3.38%
|
|
91-306 bps
|
|
863,263
|
|
|
863,413
|
|
||
IH 2018-1
(4)(5)
|
|
March 9, 2020
|
|
March 9, 2025
|
|
3.12%
|
|
76-256 bps
|
|
914,441
|
|
|
—
|
|
||
Total Securitizations
|
|
7,651,625
|
|
|
7,608,228
|
|
||||||||||
Less deferred financing costs, net
|
|
(37,165
|
)
|
|
(28,075
|
)
|
||||||||||
Total
|
|
$
|
7,614,460
|
|
|
$
|
7,580,153
|
|
|
(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
March 31, 2018
, LIBOR was
1.88%
. 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)
|
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.
|
(5)
|
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 mortgage loan agreement and the borrower obtains a replacement interest rate cap agreement in a form reasonably acceptable to the lender). Our IH 2015-2, IH 2015-3 and CAH 2015-1 mortgage loans have exercised the first extension option, and IH 2015-1 has exercised the second extension option. The maturity dates above are reflective of all extensions that have been exercised.
|
(6)
|
On May 8, 2018, the outstanding balances of IH 2015-1 and IH 2015-2 were repaid in full with proceeds from IH 2018-2, a new securitization transaction
.
|
(7)
|
On April 9, 2018, we submitted a notification to request an extension of the maturity of the CAH 2015-1 and CS
H 2016-1 mortgage loans from July 9, 2018 to July 9, 2019 upon approval.
|
(8)
|
On May 9, 2018, we submitted a notification to request an extension of the maturity of the IH 2015-3 mortgage loan from August 9, 2018 to August 9, 2019 upon approval.
|
(9)
|
Net of unamortized discount of
$3.3 million
and
$3.3 million
as of
March 31, 2018
and
December 31, 2017
, respectively.
|
($ in thousands)
|
|
Maturity
Date |
|
Interest
Rate (1) |
|
March 31,
2018 |
|
December 31,
2017 |
||||
Term loan facility
|
|
February 6, 2022
|
|
3.58%
|
|
$
|
1,500,000
|
|
|
$
|
1,500,000
|
|
Deferred financing costs, net
|
(11,305
|
)
|
|
(12,027
|
)
|
|||||||
Term Loan Facility, net
|
$
|
1,488,695
|
|
|
$
|
1,487,973
|
|
|||||
|
|
|
|
|||||||||
Revolving Facility
|
February 6, 2021
|
|
3.63%
|
|
$
|
15,000
|
|
|
$
|
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
March 31, 2018
, LIBOR was
1.88%
.
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal Amount
|
|||||||||
($ in thousands)
|
|
Coupon
Rate |
|
Effective
Rate (1) |
|
Conversion
Rate (2) |
|
Maturity
Date |
|
Amortization
Period |
|
March 31, 2018
|
|
December 31, 2017
|
|||||||
2019 Convertible Notes
|
|
3.00
|
%
|
|
4.92
|
%
|
|
53.0969
|
|
|
7/1/2019
|
|
1.25 years
|
|
$
|
229,993
|
|
|
$
|
230,000
|
|
2022 Convertible Notes
|
|
3.50
|
%
|
|
5.12
|
%
|
|
43.7694
|
|
|
1/15/2022
|
|
3.80 years
|
|
345,000
|
|
|
345,000
|
|
||
Total
|
574,993
|
|
|
575,000
|
|
||||||||||||||||
Net unamortized fair value adjustment
|
(24,298
|
)
|
|
(26,464
|
)
|
||||||||||||||||
Total
|
$
|
550,695
|
|
|
$
|
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
March 31, 2018
, 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 do not meet the criteria for conversion as of
March 31, 2018
.
|
Agreement Date
|
|
Forward
Effective Date |
|
Maturity
Date |
|
Strike
Rate |
|
Index
|
|
Notional
Amount |
||
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 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
|
|
|
June 3, 2016
|
|
July 15, 2017
|
|
July 15, 2018
|
|
0.93%
|
|
One-month LIBOR
|
|
450,000
|
|
|
January 10, 2017
|
|
January 15, 2018
|
|
January 15, 2019
|
|
1.58%
|
|
One-month LIBOR
|
|
550,000
|
|
|
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, 2018
|
|
July 15, 2019
|
|
1.12%
|
|
One-month LIBOR
|
|
450,000
|
|
|
January 10, 2017
|
|
January 15, 2019
|
|
January 15, 2020
|
|
1.93%
|
|
One-month LIBOR
|
|
550,000
|
|
|
March 29, 2017
|
|
March 15, 2019
|
|
March 15, 2022
|
|
2.21%
|
|
One-month LIBOR
|
|
800,000
|
|
|
June 3, 2016
|
|
July 15, 2019
|
|
July 15, 2020
|
|
1.30%
|
|
One-month LIBOR
|
|
450,000
|
|
|
January 10, 2017
|
|
January 15, 2020
|
|
January 15, 2021
|
|
2.13%
|
|
One-month LIBOR
|
|
550,000
|
|
|
June 3, 2016
|
|
July 15, 2020
|
|
July 15, 2021
|
|
1.47%
|
|
One-month LIBOR
|
|
450,000
|
|
|
January 10, 2017
|
|
January 15, 2021
|
|
July 15, 2021
|
|
2.23%
|
|
One-month LIBOR
|
|
550,000
|
|
Agreement Date
|
|
Forward
Effective Date |
|
Maturity
Date |
|
Strike
Rate |
|
Index
|
|
Notional
Amount |
||
April 19, 2018
|
|
January 31, 2019
|
|
January 31, 2025
|
|
2.86%
|
|
One-month LIBOR
|
|
$
|
400,000
|
|
April 19, 2018
|
|
March 15, 2019
|
|
November 30, 2024
|
|
2.85%
|
|
One-month LIBOR
|
|
400,000
|
|
|
April 19, 2018
|
|
March 15, 2019
|
|
February 28, 2025
|
|
2.86%
|
|
One-month LIBOR
|
|
400,000
|
|
|
April 19, 2018
|
|
January 31, 2020
|
|
November 30, 2024
|
|
2.90%
|
|
One-month LIBOR
|
|
400,000
|
|
|
May 8, 2018
|
|
March 9, 2020
|
|
June 9, 2025
|
|
2.99%
|
|
One-month LIBOR
|
|
325,000
|
|
|
May 8, 2018
|
|
June 9, 2020
|
|
June 9, 2025
|
|
2.99%
|
|
One-month LIBOR
|
|
595,000
|
|
|
|
Three Months Ended
March 31, |
|
|
|
|
|||||||||
($ in thousands)
|
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
Net cash provided by operating activities
|
|
$
|
130,080
|
|
|
$
|
76,074
|
|
|
$
|
54,006
|
|
|
71.0
|
%
|
Net cash (used in) provided by investing activities
|
|
(101,998
|
)
|
|
28,398
|
|
|
(130,396
|
)
|
|
(459.2
|
)%
|
|||
Net cash used in financing activities
|
|
(53,896
|
)
|
|
(188,064
|
)
|
|
134,168
|
|
|
71.3
|
%
|
|||
Change in cash and cash equivalents
|
|
$
|
(25,814
|
)
|
|
$
|
(83,592
|
)
|
|
$
|
57,778
|
|
|
69.1
|
%
|
($ in thousands)
|
|
Total
|
|
2018
(1)
|
|
2019-2020
|
|
2021-2022
|
|
Thereafter
|
||||||||||
Mortgage loans, net
(2)(3)
|
|
$
|
8,992,073
|
|
|
$
|
220,326
|
|
|
$
|
3,496,102
|
|
|
$
|
1,424,721
|
|
|
$
|
3,850,924
|
|
Term Loan Facility, net
(2)
|
|
1,707,002
|
|
|
40,459
|
|
|
107,400
|
|
|
1,559,143
|
|
|
—
|
|
|||||
Revolving Facility
(2)(3)(4)
|
|
30,388
|
|
|
3,008
|
|
|
7,984
|
|
|
19,396
|
|
|
|
||||||
Convertible Senior Notes
(5)
|
|
633,642
|
|
|
9,487
|
|
|
261,043
|
|
|
363,112
|
|
|
—
|
|
|||||
Interest rate swaps
(6)(7)
|
|
15,634
|
|
|
1,024
|
|
|
8,754
|
|
|
5,856
|
|
|
—
|
|
|||||
Purchase commitments
(8)
|
|
81,814
|
|
|
81,814
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease obligations
|
|
21,827
|
|
|
4,380
|
|
|
9,160
|
|
|
5,968
|
|
|
2,319
|
|
|||||
Capital lease obligations
|
|
227
|
|
|
66
|
|
|
161
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
11,482,607
|
|
|
$
|
360,564
|
|
|
$
|
3,890,604
|
|
|
$
|
3,378,196
|
|
|
$
|
3,853,243
|
|
|
(1)
|
Includes estimated payments for the remaining nine months of
2018
.
|
(2)
|
Includes estimated interest payments on the respective debt based on amounts outstanding as of
March 31, 2018
at rates in effect as of such date; as of
March 31, 2018
, LIBOR was
1.88%
.
|
(3)
|
Represents the maturity date if we exercise each of the remaining one-year extension options available, which are subject to certain conditions being met. See
Part I. Item 1. “Financial Statements — Note 6 of Notes to Condensed Consolidated Financial Statements” for a description of maturity dates without consideration of extension options.
On May 8, 2018, IH 2015-1 and IH 2015-2 were repaid in full with the proceeds from IH 2018-2, a new securitization transaction
.
The net result of the repayments and new securitization will be to reduce 2020 obligations by
$1,154.9 million
to be replaced with obligations totaling
$1,057.2 million
due on
June 9, 2020 with five one-year extension options
.
|
(4)
|
Includes the related unused commitment fee.
|
(5)
|
Obligations are calculated using coupon rates of the Convertible Senior Notes.
|
(6)
|
Net obligations calculated using LIBOR as of
March 31, 2018
, or
1.88%
.
|
(7)
|
Excludes incremental obligations totaling
$142.9 million
related to six new interest rate swap agreements that we entered into subsequent to
March 31, 2018
. The incremental obligations commence in 2019 and continue through 2025 and are calculated using LIBOR as of
March 31, 2018
.
|
(8)
|
Represents commitments to acquire
326
single-family rental homes, as of
March 31, 2018
.
Subsequent to
March 31, 2018
, we amended certain of these purchase agreements and canceled the purchase of a total of
196
properties with an aggregate purchase price of
$45.4 million
.
|
|
|
Three Months Ended
March 31, |
||||||
($ in thousands)
|
|
2018
|
|
2017
|
||||
Net loss available to common shareholders
|
|
$
|
(17,491
|
)
|
|
$
|
(42,391
|
)
|
Net loss available to participating securities
|
|
222
|
|
|
—
|
|
||
Non-controlling interests
|
|
(311
|
)
|
|
—
|
|
||
Interest expense
|
|
92,299
|
|
|
68,572
|
|
||
Depreciation and amortization
|
|
144,500
|
|
|
67,577
|
|
||
EBITDA
|
|
219,219
|
|
|
93,758
|
|
||
Gain on sale of property, net of tax
|
|
(5,502
|
)
|
|
(14,321
|
)
|
||
Impairment on depreciated real estate investments
|
|
603
|
|
|
1,037
|
|
||
EBITDA
re
|
|
214,320
|
|
|
80,474
|
|
||
Share-based compensation expense
(1)
|
|
9,498
|
|
|
44,244
|
|
||
IPO related expenses
|
|
—
|
|
|
7,631
|
|
||
Merger and transaction-related expenses
|
|
4,367
|
|
|
—
|
|
||
Severance
|
|
2,659
|
|
|
—
|
|
||
Casualty losses, net
(2)
|
|
5,518
|
|
|
167
|
|
||
Other, net
(3)
|
|
(1,736
|
)
|
|
226
|
|
||
Adjusted EBITDA
re
|
|
$
|
234,626
|
|
|
$
|
132,742
|
|
|
(1)
|
For the
three months ended March 31, 2018 and 2017
,
$7,554
and
$40,271
was recorded in general and administrative expense, respectively, and
$1,944
and
$3,973
was recorded in property management expense, respectively.
|
(2)
|
Includes
$4,183
for losses/damages related to Hurricanes Irma and Harvey
for the
three months ended March 31, 2018
.
|
(3)
|
Includes interest income and other miscellaneous income and expenses.
|
|
|
Three Months Ended
March 31, |
||||||
($ in thousands)
|
|
2018
|
|
2017
|
||||
Net loss available to common shareholders
|
|
$
|
(17,491
|
)
|
|
$
|
(42,391
|
)
|
Net loss available to participating securities
|
|
222
|
|
|
—
|
|
||
Non-controlling interests
|
|
(311
|
)
|
|
—
|
|
||
Interest expense
|
|
92,299
|
|
|
68,572
|
|
||
Depreciation and amortization
|
|
144,500
|
|
|
67,577
|
|
||
General and administrative
(1)
|
|
27,636
|
|
|
58,266
|
|
||
Property management expense
(2)
|
|
17,164
|
|
|
11,449
|
|
||
Impairment and other
(3)
|
|
6,121
|
|
|
1,204
|
|
||
Gain on sale of property, net of tax
|
|
(5,502
|
)
|
|
(14,321
|
)
|
||
Other, net
(4)
|
|
(1,736
|
)
|
|
226
|
|
||
NOI (total portfolio)
|
|
262,902
|
|
|
150,582
|
|
||
Starwood Waypoint Homes NOI
(5)
|
|
—
|
|
|
90,852
|
|
||
Non-Same Store NOI
|
|
(28,442
|
)
|
|
(15,015
|
)
|
||
NOI (Same Store portfolio)
(6)
|
|
$
|
234,460
|
|
|
$
|
226,419
|
|
|
(1)
|
Includes
$7,554
and
$40,271
of share-based compensation expense for the
three months ended March 31, 2018 and 2017
, respectively.
|
(2)
|
Includes
$1,944
and
$3,973
of share-based compensation expense for the
three months ended March 31, 2018 and 2017
, respectively.
|
(3)
|
Includes
$4,183
for losses/damages related to Hurricanes Irma and Harvey
for the
three months ended March 31, 2018
.
|
(4)
|
Includes interest income and other miscellaneous income and expenses.
|
(5)
|
Represents NOI generated by SWH prior to its merger with Invitation Homes, expressed using Invitation Homes' definition of NOI.
|
(6)
|
The Same Store portfolio (consisting of homes which had commenced their initial post-renovation lease prior to October 1st of the year prior to the first year of the comparison period) totaled
72,109
homes for the
three months ended March 31, 2018 and 2017
.
|
|
|
Three Months Ended
March 31, |
||||||
(in thousands, except shares and per share data)
|
|
2018
|
|
2017
|
||||
Net loss available to common shareholders
|
|
$
|
(17,491
|
)
|
|
$
|
(42,391
|
)
|
Add (deduct) adjustments from net loss to derive FFO:
|
|
|
|
|
||||
Net loss available to participating securities
|
|
222
|
|
|
—
|
|
||
Non-controlling interests
|
|
(311
|
)
|
|
—
|
|
||
Depreciation and amortization on real estate assets
|
|
143,108
|
|
|
66,653
|
|
||
Impairment on depreciated real estate investments
|
|
603
|
|
|
1,037
|
|
||
Net gain on sale of previously depreciated investments in real estate
|
|
(5,502
|
)
|
|
(14,321
|
)
|
||
FFO
|
|
120,629
|
|
|
10,978
|
|
||
Noncash interest expense related to amortization of deferred financing costs, loan discounts and noncash interest expense from derivatives
|
|
8,495
|
|
|
15,134
|
|
||
Share-based compensation expense
(1)
|
|
9,498
|
|
|
44,244
|
|
||
IPO related expenses
|
|
—
|
|
|
7,631
|
|
||
Merger and transaction-related expenses
|
|
4,367
|
|
|
—
|
|
||
Severance expense
|
|
2,659
|
|
|
45
|
|
||
Casualty losses, net
(2)
|
|
5,518
|
|
|
167
|
|
||
Core FFO
|
|
151,166
|
|
|
78,199
|
|
||
Recurring capital expenditures
|
|
(25,393
|
)
|
|
(9,229
|
)
|
||
Adjusted FFO
|
|
$
|
125,773
|
|
|
$
|
68,970
|
|
|
|
|
|
|
||||
Weighted average common shares outstanding — diluted
(3)
|
|
530,314,568
|
|
|
311,948,259
|
|
||
|
|
|
|
|
||||
FFO per common share – diluted
|
|
$
|
0.23
|
|
|
$
|
0.04
|
|
Core FFO per common share – diluted
|
|
$
|
0.29
|
|
|
$
|
0.25
|
|
AFFO per common share – diluted
|
|
$
|
0.24
|
|
|
$
|
0.22
|
|
|
(1)
|
For the
three months ended March 31, 2018 and 2017
,
$7,554
and
$40,271
was recorded in general and administrative expense, respectively, and
$1,944
and
$3,973
was recorded in property management expense, respectively.
|
(2)
|
Includes
$4,183
for losses/damages related to Hurricanes Irma and Harvey
for the
three months ended March 31, 2018
.
|
(3)
|
Weighted average common shares outstanding – diluted was calculated using the treasury stock method and represents common share equivalents that are dilutive for FFO, Core FFO, and AFFO.
|
Exhibit
number |
|
Description
|
|
|
|
10.7
|
|
|
|
|
|
10.8
|
|
|
|
|
|
10.9
|
|
|
|
|
|
10.10
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
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/ Ernest M. Freedman
|
|
Name: Ernest M. Freedman
|
|
Title: Executive Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
|
|
By:
|
/s/ Kimberly K. Norrell
|
|
Name: Kimberly K. Norrell
|
|
Title: Senior Vice President and Chief Accounting Officer
|
|
(Principal Accounting Officer)
|
Participant
:
|
Frederick C. Tuomi
|
Date of Grant
:
|
March 1, 2018
|
Vesting Start Date
:
|
March 1, 2018
|
Time Vesting RSUs Granted
:
|
[•] RSUs
|
Performance Vesting (Target) RSUs Granted
:
|
[•], consisting of:
|
[•] Tranche I Performance Vesting (Target) RSUs
|
|
[•] Tranche II Performance Vesting (Target) RSUs
|
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
|
[•]
|
[•]
|
[•]
|
Tranche II
|
Same Store NOI Growth CAGR
|
January 1, 2018 – December 31, 2020
|
[•]
|
[•]
|
[•]
|
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:
|
5.
|
Termination of Employment
.
|
6.
|
Change in Control
.
|
7.
|
Dividends
.
|
13.
|
Settlement and Issuance of Shares; Tax Withholding
.
|
16.
|
Governing Law; Arbitration and Venue
.
|
18.
|
Data Privacy Consent
.
|
22.
|
Section 409A of the Code
.
|
INVITATION HOMES INC.
|
|
|
|
By:
|
|
|
Name:
|
|
Title:
|
|
|
|
|
(c)
|
Confidentiality
.
|
Supplemental Bonus RSUs Granted
:
|
[•]
|
5.
|
Termination of Employment
.
|
6.
|
Change in Control
.
|
13.
|
Settlement and Issuance of Shares; Tax Withholding
.
|
16.
|
Governing Law; Arbitration and Venue
.
|
18.
|
Data Privacy Consent
.
|
22.
|
Section 409A of the Code
.
|
INVITATION HOMES INC.
|
|
|
|
By:
|
|
|
Name
|
|
Title:
|
|
|
|
|
(b)
|
Confidentiality
.
|
1.
|
Performance Conditions
. The number of Performance Vesting RSUs that become Earned RSUs shall be based on the achievement of the Performance Conditions set forth below, with the number of Performance Vesting RSUs earned in respect of each Performance Condition equal to (x) the target number of Performance Vesting RSUs
multiplied by
(y) the Relative Weighting
multiplied by
(z) the applicable Percentage of Award Earned (calculated in accordance with Section 2 hereof), rounded down to the nearest whole share. Notwithstanding the foregoing, if INVH TSR (i.e., total shareholder return) for the Performance Period is negative, the Performance Vesting RSUs that would vest based on INVH TSR Relative to RMS Index CAGR shall not vest at a level greater than target.
|
Performance Condition
|
Performance Period
|
Relative Weighting
|
Threshold Level of Achievement
|
Target Level of Achievement
|
Maximum Level of Achievement
|
INVH TSR Relative to RMS Index CAGR
|
November 16, 2017 – November 16, 2020
|
One-Third
|
[•]
|
[•]
|
[•]
|
Run Rate Annualized Synergies
|
November 16, 2017 – March 31, 2019
|
One-Third
|
[•]
|
[•]
|
[•]
|
Management Development and CEO Succession Plan
|
November 16, 2017 – November 16, 2020
|
One-Third
|
[•]
|
[•]
|
[•]
|
2.
|
Calculation of Number of Earned Units
. Following the last day of the applicable Performance Period, the Committee shall calculate the Percentage of Award Earned with respect to each Performance Condition, based on the percentages specified below. If actual performance with respect to any Performance Condition is between “Threshold”
|
3.
|
Unvested RSUs Forfeited
. Any Performance Vesting RSUs which do not become Earned RSUs based on actual performance during the Performance Period shall be forfeited as of the last day of the Performance Period, except to the extent set forth in the Restricted Stock Unit Agreement.
|
4.
|
Vesting of Earned RSUs.
Any Performance Vesting RSUs that become Earned RSUs shall become vested on November 16, 2020 and shall be settled in accordance with the terms of the Restricted Stock Unit Agreement, contingent on the Participant’s continued employment with the Company through such date.
|
5.
|
Definitions
. For the purposes of the Award Notice:
|
a.
|
“
Beginning Share Price
” with respect to the Performance Period shall mean the 20 day trailing average closing stock price as of (but excluding) the first day of the Performance Period (subject to adjustment in accordance with Section 14 of the Plan).
|
b.
|
“
CAGR
” shall mean compounded annual growth rate, and shall be expressed as a percentage (rounded to the nearest tenth of a percent 0.1%) and shall be calculated for a performance period using the following formula:
|
c.
|
“
CEO Succession Plan
” means a subjective ranking determination by the Compensation Committee in its sole discretion between 1 and 5 (with 1 as the lowest and 5 as the highest) as to the Company’s succession preparedness, as of the end of the Performance Period.
|
d.
|
“
Ending Share Price
” with respect to the Performance Period shall mean the 20 day trailing average closing stock price through (and including) the last trading day of a Performance Period.
|
e.
|
“
INVH TSR
” shall be calculated as the CAGR, expressed as a percentage (rounded to the nearest tenth of a percent (0.1%)), in the value per Share during the Performance Period due to the appreciation or depreciation in the price per Share and dividends paid during the Performance Period, assuming dividends are reinvested on their respective ex-dividend dates, and calculated using the Beginning Share Price and the Ending Share Price.
|
f.
|
“
INVH TSR Relative to RMS Index CAGR
” in respect of the Performance Period shall mean the INVH TSR for the Performance Period, less the RMS Index CAGR for the Performance Period. For the avoidance of doubt, the intent of the Committee is that RMS Index CAGR over the Performance Period be calculated in a manner designed to produce a fair comparison between the Company’s annualized TSR percentage and the RMS Index CAGR for the purpose of determining INVH TSR Relative to RMS Index CAGR.
|
g.
|
“
RMS Index CAGR
” shall be calculated as the CAGR, expressed as a percentage (rounded to the nearest tenth of a percent (0.1%)), in the value of the MSCI US REIT Index during the Performance Period due to the appreciation or depreciation in the index during the Performance Period, but using (x) the 20 day trailing average closing price of the index as of (but excluding) the first day of the Performance Period and (y) the 20 day trailing average closing price of the index through (and including) the last trading day of a Performance Period.
|
h.
|
“
Run Rate Annualized Synergies
” means the annualized net cost savings achieved in connection with the merger of the Company with Starwood Waypoint Homes, as determined by the Compensation Committee in its sole discretion and measured through the end of the Performance Period.
|
1.
|
I have reviewed this this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018 of Invitation Homes Inc.;
|
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)
|
|
May 15, 2018
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018 of Invitation Homes Inc.;
|
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.
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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
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b.
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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.
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By:
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/s/ Ernest M. Freedman
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Ernest M. Freedman
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Chief Financial Officer
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(Principal Financial Officer)
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May 15, 2018
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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By:
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/s/ Frederick C. Tuomi
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Frederick C. Tuomi
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President and Chief Executive Officer
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(Principal Executive Officer)
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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By:
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/s/ Ernest M. Freedman
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Ernest M. Freedman
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Chief Financial Officer
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(Principal Financial Officer)
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