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.
o
|
|||||
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
|
Securities registered pursuant to Section 12(b) of the Act:
|
||||
Title of Each Class
|
|
Trading Symbol
|
|
Name of Each Exchange on Which Registered
|
|
|
|
|
|
Common stock, $0.01 par value
|
|
INVH
|
|
New York Stock Exchange
|
|
|
|
|
|
|
|
|
|
Page
|
PART I
|
|||
Item
|
1.
|
||
Item
|
2.
|
||
Item
|
3.
|
||
Item
|
4.
|
||
|
|
|
|
PART II
|
|||
Item
|
1.
|
||
Item
|
1A.
|
||
Item
|
2.
|
||
Item
|
3.
|
||
Item
|
4.
|
||
Item
|
5.
|
||
Item
|
6.
|
||
|
|
|
|
|
|
•
|
“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;
|
•
|
“Carolinas” includes Charlotte, NC, Greensboro, NC, Raleigh, NC, and Fort Mill, SC;
|
•
|
“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;
|
•
|
“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 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
and seasoned (whether under Invitation Homes ownership or
Legacy SWH
ownership)
, excluding homes that have been sold, homes that have been identified for sale to an owner occupant and have become vacant, homes that have been deemed inoperable or significantly impaired by casualty loss events or force majeure
, and homes acquired in portfolio transactions that are deemed not to have undergone renovations of sufficiently similar quality and characteristics as the existing Invitation Homes Same Store portfolio.
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
|
•
|
“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 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, 2019
|
|
December 31, 2018
|
||||
Assets:
|
|
(unaudited)
|
|
|
||||
Investments in single-family residential properties:
|
|
|
|
|
||||
Land
|
|
$
|
4,532,848
|
|
|
$
|
4,561,441
|
|
Building and improvements
|
|
13,639,736
|
|
|
13,668,533
|
|
||
|
|
18,172,584
|
|
|
18,229,974
|
|
||
Less: accumulated depreciation
|
|
(1,662,708
|
)
|
|
(1,543,914
|
)
|
||
Investments in single-family residential properties, net
|
|
16,509,876
|
|
|
16,686,060
|
|
||
Cash and cash equivalents
|
|
130,896
|
|
|
144,940
|
|
||
Restricted cash
|
|
220,522
|
|
|
215,051
|
|
||
Goodwill
|
|
258,207
|
|
|
258,207
|
|
||
Other assets, net
|
|
734,118
|
|
|
759,170
|
|
||
Total assets
|
|
$
|
17,853,619
|
|
|
$
|
18,063,428
|
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
||||
Mortgage loans, net
|
|
$
|
7,029,768
|
|
|
$
|
7,201,654
|
|
Term loan facility, net
|
|
1,491,582
|
|
|
1,490,860
|
|
||
Revolving facility
|
|
—
|
|
|
—
|
|
||
Convertible senior notes, net
|
|
559,575
|
|
|
557,301
|
|
||
Accounts payable and accrued expenses
|
|
193,495
|
|
|
169,603
|
|
||
Resident security deposits
|
|
150,672
|
|
|
148,995
|
|
||
Other liabilities
|
|
207,159
|
|
|
125,829
|
|
||
Total liabilities
|
|
9,632,251
|
|
|
9,694,242
|
|
||
Commitments and contingencies (Note 14)
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Equity:
|
|
|
|
|
||||
Stockholders' equity
|
|
|
|
|
||||
Preferred stock, $0.01 par value per share, 900,000,000 shares authorized, none outstanding as of March 31, 2019 and December 31, 2018
|
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value per share, 9,000,000,000 shares authorized, 524,989,775 and 520,647,977 outstanding as of March 31, 2019 and December 31, 2018, respectively
|
|
5,250
|
|
|
5,206
|
|
||
Additional paid-in capital
|
|
8,685,058
|
|
|
8,629,462
|
|
||
Accumulated deficit
|
|
(439,737
|
)
|
|
(392,594
|
)
|
||
Accumulated other comprehensive loss
|
|
(110,655
|
)
|
|
(12,963
|
)
|
||
Total stockholders' equity
|
|
8,139,916
|
|
|
8,229,111
|
|
||
Non-controlling interests
|
|
81,452
|
|
|
140,075
|
|
||
Total equity
|
|
8,221,368
|
|
|
8,369,186
|
|
||
Total liabilities and equity
|
|
$
|
17,853,619
|
|
|
$
|
18,063,428
|
|
|
|
For the Three Months
Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Rental revenues and other property income
|
|
$
|
435,500
|
|
|
$
|
423,669
|
|
|
|
|
|
|
||||
Expenses:
|
|
|
|
|
||||
Property operating and maintenance
|
|
160,346
|
|
|
160,767
|
|
||
Property management expense
|
|
15,160
|
|
|
17,164
|
|
||
General and administrative
|
|
26,538
|
|
|
27,636
|
|
||
Interest expense
|
|
93,983
|
|
|
92,299
|
|
||
Depreciation and amortization
|
|
133,609
|
|
|
144,500
|
|
||
Impairment and other
|
|
5,392
|
|
|
6,121
|
|
||
Total expenses
|
|
435,028
|
|
|
448,487
|
|
||
|
|
|
|
|
||||
Other, net
|
|
3,125
|
|
|
1,736
|
|
||
Gain on sale of property, net of tax
|
|
17,572
|
|
|
5,502
|
|
||
|
|
|
|
|
||||
Net income (loss)
|
|
21,169
|
|
|
(17,580
|
)
|
||
Net (income) loss attributable to non-controlling interests
|
|
(347
|
)
|
|
311
|
|
||
|
|
|
|
|
||||
Net income (loss) attributable to common stockholders
|
|
20,822
|
|
|
(17,269
|
)
|
||
Net income available to participating securities
|
|
(106
|
)
|
|
(222
|
)
|
||
|
|
|
|
|
||||
Net income (loss) available to common stockholders — basic and diluted (Note 12)
|
|
$
|
20,716
|
|
|
$
|
(17,491
|
)
|
|
|
|
|
|
||||
Weighted average common shares outstanding — basic
|
|
521,440,822
|
|
|
519,660,998
|
|
||
Weighted average common shares outstanding — diluted
|
|
521,817,494
|
|
|
519,660,998
|
|
||
|
|
|
|
|
||||
Net income (loss) per common share — basic
|
|
$
|
0.04
|
|
|
$
|
(0.03
|
)
|
Net income (loss) per common share — diluted
|
|
$
|
0.04
|
|
|
$
|
(0.03
|
)
|
|
|
For the Three Months
Ended March 31, |
||||||
|
|
2019
|
|
2018
|
||||
Net income (loss)
|
|
$
|
21,169
|
|
|
$
|
(17,580
|
)
|
|
|
|
|
|
||||
Other comprehensive income (loss)
|
|
|
|
|
||||
Unrealized gains (losses) on interest rate swaps
|
|
(87,868
|
)
|
|
59,900
|
|
||
(Gains) losses from interest rate swaps reclassified into earnings from accumulated other comprehensive income
|
|
(10,863
|
)
|
|
271
|
|
||
Other comprehensive income (loss)
|
|
(98,731
|
)
|
|
60,171
|
|
||
Comprehensive income (loss)
|
|
(77,562
|
)
|
|
42,591
|
|
||
Comprehensive (income) loss attributable to non-controlling interests
|
|
1,271
|
|
|
(753
|
)
|
||
|
|
|
|
|
||||
Comprehensive income (loss) attributable to common stockholders
|
|
$
|
(76,291
|
)
|
|
$
|
41,838
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
|
Number of Shares
|
|
Amount
|
|
Additional
Paid-in Capital |
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Loss
|
|
Total Stockholders' Equity
|
|
Non-Controlling Interests
|
|
Total Equity
|
|||||||||||||||
Balance as of December 31, 2018
|
|
520,647,977
|
|
|
$
|
5,206
|
|
|
$
|
8,629,462
|
|
|
$
|
(392,594
|
)
|
|
$
|
(12,963
|
)
|
|
$
|
8,229,111
|
|
|
$
|
140,075
|
|
|
$
|
8,369,186
|
|
Capital distributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,175
|
)
|
|
(1,175
|
)
|
|||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,822
|
|
|
—
|
|
|
20,822
|
|
|
347
|
|
|
21,169
|
|
|||||||
Dividends and dividend equivalents declared ($0.13 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(67,965
|
)
|
|
—
|
|
|
(67,965
|
)
|
|
—
|
|
|
(67,965
|
)
|
|||||||
Issuance of common stock — settlement of RSUs, net of tax
|
|
768,505
|
|
|
8
|
|
|
(6,731
|
)
|
|
—
|
|
|
—
|
|
|
(6,723
|
)
|
|
—
|
|
|
(6,723
|
)
|
|||||||
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
5,607
|
|
|
—
|
|
|
—
|
|
|
5,607
|
|
|
—
|
|
|
5,607
|
|
|||||||
Total other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(97,113
|
)
|
|
(97,113
|
)
|
|
(1,618
|
)
|
|
(98,731
|
)
|
|||||||
Redemption of OP Units for common stock
|
|
3,573,293
|
|
|
36
|
|
|
56,720
|
|
|
—
|
|
|
(579
|
)
|
|
56,177
|
|
|
(56,177
|
)
|
|
—
|
|
|||||||
Balance as of March 31, 2019
|
|
524,989,775
|
|
|
$
|
5,250
|
|
|
$
|
8,685,058
|
|
|
$
|
(439,737
|
)
|
|
$
|
(110,655
|
)
|
|
$
|
8,139,916
|
|
|
$
|
81,452
|
|
|
$
|
8,221,368
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
|
Number of Shares
|
|
Amount
|
|
Additional
Paid-in Capital |
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Income
|
|
Total Stockholders' 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, |
||||||
|
|
2019
|
|
2018
|
||||
Operating Activities:
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
21,169
|
|
|
$
|
(17,580
|
)
|
|
|
|
|
|
||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
133,609
|
|
|
144,500
|
|
||
Share-based compensation expense
|
|
5,607
|
|
|
9,498
|
|
||
Amortization of deferred leasing costs
|
|
2,579
|
|
|
2,844
|
|
||
Amortization of deferred financing costs
|
|
10,150
|
|
|
3,995
|
|
||
Amortization of debt discounts
|
|
2,364
|
|
|
2,254
|
|
||
Provisions for impairment
|
|
3,253
|
|
|
603
|
|
||
Gain on sale of property, net of tax
|
|
(17,572
|
)
|
|
(5,502
|
)
|
||
Change in fair value of derivative instruments
|
|
2,351
|
|
|
2,246
|
|
||
Other noncash amounts included in net income (loss)
|
|
419
|
|
|
(1,153
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Other assets, net
|
|
304
|
|
|
(23,390
|
)
|
||
Accounts payable and accrued expenses
|
|
25,002
|
|
|
10,920
|
|
||
Resident security deposits
|
|
1,677
|
|
|
3,513
|
|
||
Other liabilities
|
|
2,271
|
|
|
(2,668
|
)
|
||
Net cash provided by operating activities
|
|
193,183
|
|
|
130,080
|
|
||
|
|
|
|
|
||||
Investing Activities:
|
|
|
|
|
||||
Amounts deposited and held by others
|
|
(1,173
|
)
|
|
(1,557
|
)
|
||
Acquisition of single-family residential properties
|
|
(55,458
|
)
|
|
(48,486
|
)
|
||
Initial renovations to single-family residential properties
|
|
(9,644
|
)
|
|
(16,820
|
)
|
||
Other capital expenditures for single-family residential properties
|
|
(29,492
|
)
|
|
(31,233
|
)
|
||
Proceeds from sale of residential properties
|
|
142,562
|
|
|
51,105
|
|
||
Purchases of investments in debt securities
|
|
—
|
|
|
(45,832
|
)
|
||
Repayment proceeds from retained debt securities
|
|
8,441
|
|
|
114
|
|
||
Other investing activities
|
|
(209
|
)
|
|
(9,289
|
)
|
||
Net cash provided by (used in) investing activities
|
|
55,027
|
|
|
(101,998
|
)
|
||
|
|
|
|
|
||||
Financing Activities:
|
|
|
|
|
||||
Payment of dividends and dividend equivalents
|
|
(67,965
|
)
|
|
(57,432
|
)
|
||
Distributions to non-controlling interests
|
|
(1,175
|
)
|
|
(1,037
|
)
|
||
Payment of taxes related to net share settlement of RSUs
|
|
(6,723
|
)
|
|
(6,598
|
)
|
||
Proceeds from mortgage loans
|
|
—
|
|
|
916,571
|
|
||
Payments on mortgage loans
|
|
(180,812
|
)
|
|
(873,269
|
)
|
||
Proceeds from revolving facility
|
|
20,000
|
|
|
—
|
|
||
Payments on revolving facility
|
|
(20,000
|
)
|
|
(20,000
|
)
|
||
Deferred financing costs paid
|
|
—
|
|
|
(11,770
|
)
|
||
Other financing activities
|
|
(108
|
)
|
|
(361
|
)
|
||
Net cash used in financing activities
|
|
(256,783
|
)
|
|
(53,896
|
)
|
||
|
|
|
|
|
||||
Change in cash, cash equivalents, and restricted cash
|
|
(8,573
|
)
|
|
(25,814
|
)
|
||
Cash, cash equivalents, and restricted cash, beginning of period (Note 4)
|
|
359,991
|
|
|
416,562
|
|
||
Cash, cash equivalents, and restricted cash, end of period (Note 4)
|
|
$
|
351,418
|
|
|
$
|
390,748
|
|
|
|
For the Three Months
Ended March 31, |
||||||
|
|
2019
|
|
2018
|
||||
Supplemental cash flow disclosures:
|
|
|
|
|
||||
Interest paid, net of amounts capitalized
|
|
$
|
83,316
|
|
|
$
|
87,797
|
|
Cash paid for income taxes
|
|
866
|
|
|
671
|
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
|
||||
Operating cash flows from operating leases
|
|
1,326
|
|
|
N/A
|
|
||
|
|
|
|
|
||||
Noncash investing and financing activities:
|
|
|
|
|
||||
Accrued renovation improvements at period end
|
|
$
|
5,361
|
|
|
$
|
5,747
|
|
Accrued residential property capital improvements at period end
|
|
7,906
|
|
|
5,849
|
|
||
Transfer of residential property, net to other assets, net for held for sale assets
|
|
94,474
|
|
|
59,173
|
|
||
Change in other comprehensive income (loss) from cash flow hedges
|
|
(101,049
|
)
|
|
57,516
|
|
||
Right-of-use assets obtained in exchange for operating lease liabilities
|
|
1,721
|
|
|
N/A
|
|
||
Capital leases
|
|
N/A
|
|
|
2,209
|
|
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
Land
|
|
$
|
4,532,848
|
|
|
$
|
4,561,441
|
|
Single-family residential property
|
|
13,000,866
|
|
|
13,026,317
|
|
||
Capital improvements
|
|
522,912
|
|
|
525,670
|
|
||
Equipment
|
|
115,958
|
|
|
116,546
|
|
||
Total gross investments in the properties
|
|
18,172,584
|
|
|
18,229,974
|
|
||
Less: accumulated depreciation
|
|
(1,662,708
|
)
|
|
(1,543,914
|
)
|
||
Investments in single-family residential properties, net
|
|
$
|
16,509,876
|
|
|
$
|
16,686,060
|
|
|
|
March 31,
|
|
December 31,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2018
|
|
2017
|
||||||||
Cash and cash equivalents
|
|
$
|
130,896
|
|
|
$
|
134,893
|
|
|
$
|
144,940
|
|
|
$
|
179,878
|
|
Restricted cash
|
|
220,522
|
|
|
255,855
|
|
|
215,051
|
|
|
236,684
|
|
||||
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows
|
|
$
|
351,418
|
|
|
$
|
390,748
|
|
|
$
|
359,991
|
|
|
$
|
416,562
|
|
|
|
March 31,
2019
|
|
December 31,
2018 |
||||
Resident security deposits
|
|
$
|
151,057
|
|
|
$
|
150,346
|
|
Property taxes
|
|
31,586
|
|
|
26,163
|
|
||
Collections
|
|
26,472
|
|
|
26,677
|
|
||
Standing and capital expenditure reserves
|
|
4,807
|
|
|
5,269
|
|
||
Letters of credit
|
|
3,449
|
|
|
3,444
|
|
||
Special and other reserves
|
|
3,151
|
|
|
3,152
|
|
||
Total
|
|
$
|
220,522
|
|
|
$
|
215,051
|
|
|
|
March 31,
2019
|
|
December 31,
2018 |
||||
Investments in debt securities, net
|
|
$
|
358,246
|
|
|
$
|
366,599
|
|
Held for sale assets
(1)
|
|
160,211
|
|
|
154,077
|
|
||
Investment in unconsolidated joint venture
|
|
56,438
|
|
|
56,622
|
|
||
Derivative instruments (Note 7)
|
|
37,650
|
|
|
75,405
|
|
||
Rent and other receivables
|
|
33,534
|
|
|
33,117
|
|
||
Prepaid expenses
|
|
27,639
|
|
|
30,970
|
|
||
ROU lease assets — operating and finance, net
|
|
16,978
|
|
|
N/A
|
|
||
Corporate fixed assets, net
|
|
9,654
|
|
|
11,792
|
|
||
Deferred leasing costs, net
|
|
6,238
|
|
|
6,316
|
|
||
Amounts deposited and held by others
|
|
5,587
|
|
|
1,010
|
|
||
Deferred financing costs, net
|
|
4,542
|
|
|
5,134
|
|
||
Other
|
|
17,401
|
|
|
18,128
|
|
||
Total
|
|
$
|
734,118
|
|
|
$
|
759,170
|
|
|
(1)
|
As of
March 31, 2019
and
December 31, 2018
,
700
and
738
properties, respectively, are classified as held for sale.
|
|
|
March 31, 2019
|
||||||
|
|
Operating Leases
|
|
Finance
Leases
|
||||
Other assets
|
|
$
|
15,379
|
|
|
$
|
1,599
|
|
Other liabilities
|
|
16,465
|
|
|
1,599
|
|
||
Weighted average remaining lease term
|
|
4 years
|
|
|
3 years
|
|
||
Weighted average discount rate
|
|
4.0
|
%
|
|
4.0
|
%
|
|
|
|
|
|
|
|
|
|
|
Outstanding Principal Balance
(2)
|
||||||
|
|
Origination
Date
|
|
Maturity
Date
|
|
Interest
Rate (1) |
|
Range of Spreads
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
CSH 2016-2
(3)
|
|
November 3, 2016
|
|
December 9, 2019
|
|
4.35%
|
|
133-423 bps
|
|
$
|
369,665
|
|
|
$
|
442,614
|
|
IH 2017-1
(4)
|
|
April 28, 2017
|
|
June 9, 2027
|
|
4.23%
|
|
N/A
|
|
995,913
|
|
|
995,826
|
|
||
SWH 2017-1
(3)
|
|
September 29, 2017
|
|
October 9, 2019
|
|
4.04%
|
|
102-347 bps
|
|
762,294
|
|
|
764,685
|
|
||
IH 2017-2
(3)(5)
|
|
November 9, 2017
|
|
December 9, 2019
|
|
3.84%
|
|
91-306 bps
|
|
770,744
|
|
|
856,238
|
|
||
IH 2018-1
(3)(5)
|
|
February 8, 2018
|
|
March 9, 2020
|
|
3.73%
|
|
76-256 bps
|
|
906,408
|
|
|
911,827
|
|
||
IH 2018-2
(3)
|
|
May 8, 2018
|
|
June 9, 2020
|
|
3.88%
|
|
95-230 bps
|
|
1,028,832
|
|
|
1,035,749
|
|
||
IH 2018-3
(3)
|
|
June 28, 2018
|
|
July 9, 2020
|
|
3.91%
|
|
105-230 bps
|
|
1,291,669
|
|
|
1,296,959
|
|
||
IH 2018-4
(3)
|
|
November 7, 2018
|
|
January 9, 2021
|
|
3.90%
|
|
115-225 bps
|
|
957,229
|
|
|
959,578
|
|
||
Total Securitizations
|
|
7,082,754
|
|
|
7,263,476
|
|
||||||||||
Less: deferred financing costs, net
|
|
(52,986
|
)
|
|
(61,822
|
)
|
||||||||||
Total
|
|
$
|
7,029,768
|
|
|
$
|
7,201,654
|
|
|
(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, 2019
, LIBOR was
2.49%
. 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
years, individually subject to
three
to
five
,
one
-year extension options at the Borrower Entity’s discretion (provided that there is no continuing event of default under the mortgage loan agreement and the Borrower Entity obtains and delivers a replacement interest rate cap agreement
from an approved counterparty within the required timeframe to the lender
). Our CSH 2016-2 mortgage loan has exercised the first extension option. The maturity dates above are reflective of all extensions that have been exercised.
|
(4)
|
Net of unamortized discount of
$2,905
and
$2,993
as of
March 31, 2019
and
December 31, 2018
, respectively.
|
(5)
|
On
April 9, 2019
, we made voluntary prepayments of
$12,800
and
$57,200
on IH 2017-2 and IH 2018-1, respectively
(see
Note 15
).
|
|
(1)
|
Interest rates for the Term Loan Facility and the Revolving Facility are based on LIBOR plus an applicable margin.
As of
March 31, 2019
,
the applicable margins were
1.70%
and
1.75%
, respectively,
and LIBOR was
2.49%
.
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal Amount
|
||||||
|
|
Coupon
Rate |
|
Effective
Rate (1) |
|
Conversion
Rate (2) |
|
Maturity
Date |
|
Remaining Amortization
Period |
|
March 31,
2019 |
|
December 31,
2018 |
||||
2019 Convertible Notes
|
|
3.00%
|
|
4.92%
|
|
54.3097
|
|
July 1, 2019
|
|
0.25 years
|
|
$
|
229,991
|
|
|
$
|
229,993
|
|
2022 Convertible Notes
|
|
3.50%
|
|
5.12%
|
|
43.7694
|
|
January 15, 2022
|
|
2.80 years
|
|
345,000
|
|
|
345,000
|
|
||
Total
|
574,991
|
|
|
574,993
|
|
|||||||||||||
Net unamortized fair value adjustment
|
(15,416
|
)
|
|
(17,692
|
)
|
|||||||||||||
Total
|
$
|
559,575
|
|
|
$
|
557,301
|
|
|
(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)
|
The conversion rate as of
March 31, 2019
represents the number of shares of common stock issuable per
$1,000
principal amount (actual $) of Convertible Senior Notes converted on such date
, as adjusted in accordance with the applicable indentures as a result of cash dividend payments and the effects of the Mergers. On December 28, 2018, note holders of the 2019 Convertible Notes were notified of our intent to convert in shares of common stock. As of
March 31, 2019
, the 2022 Convertible Notes do not meet the criteria for conversion. We have the option to settle the 2022 Convertible Notes in cash, common stock, or a combination thereof.
|
Year
|
|
Mortgage
Loans
(1)
|
|
Term Loan Facility
|
|
Revolving Facility
|
|
Convertible Senior Notes
|
|
Total
|
||||||||||
Remainder of 2019
|
|
$
|
1,902,703
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
229,991
|
|
|
$
|
2,132,694
|
|
2020
|
|
3,226,909
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,226,909
|
|
|||||
2021
|
|
957,229
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
957,229
|
|
|||||
2022
|
|
—
|
|
|
1,500,000
|
|
|
—
|
|
|
345,000
|
|
|
1,845,000
|
|
|||||
2023
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Thereafter
|
|
995,913
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
995,913
|
|
|||||
Total
|
|
7,082,754
|
|
|
1,500,000
|
|
|
—
|
|
|
574,991
|
|
|
9,157,745
|
|
|||||
Less: deferred financing costs, net
|
|
(52,986
|
)
|
|
(8,418
|
)
|
|
—
|
|
|
—
|
|
|
(61,404
|
)
|
|||||
Less: unamortized fair value adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,416
|
)
|
|
(15,416
|
)
|
|||||
Total
|
|
$
|
7,029,768
|
|
|
$
|
1,491,582
|
|
|
$
|
—
|
|
|
$
|
559,575
|
|
|
$
|
9,080,925
|
|
|
(1)
|
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 |
||
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, 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
|
|
|
April 19, 2018
|
|
January 31, 2019
|
|
January 31, 2025
|
|
2.86%
|
|
One-month LIBOR
|
|
400,000
|
|
|
February 15, 2019
(1)
|
|
March 15, 2019
|
|
March 15, 2022
|
|
2.23%
|
|
One-month LIBOR
|
|
800,000
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
June 3, 2016
|
|
July 15, 2020
|
|
July 15, 2021
|
|
1.47%
|
|
One-month LIBOR
|
|
450,000
|
|
|
June 28, 2018
|
|
August 7, 2020
|
|
July 9, 2025
|
|
2.90%
|
|
One-month LIBOR
|
|
1,100,000
|
|
|
January 10, 2017
|
|
January 15, 2021
|
|
July 15, 2021
|
|
2.23%
|
|
One-month LIBOR
|
|
550,000
|
|
|
November 7, 2018
|
|
March 15, 2022
|
|
July 31, 2025
|
|
3.14%
|
|
One-month LIBOR
|
|
400,000
|
|
|
November 7, 2018
|
|
March 15, 2022
|
|
July 31, 2025
|
|
3.16%
|
|
One-month LIBOR
|
|
400,000
|
|
|
(1)
|
On February 15, 2019, we terminated an interest rate swap instrument and simultaneously entered into a new interest rate swap instrument with identical economic terms, except that the strike rate increased 2
bps
, from
2.21%
to
2.23%
, and collateral posting requirements were removed.
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
|
|
|
Fair Value as of
|
|
|
|
Fair Value as of
|
||||||||||||
|
|
Balance
Sheet Location |
|
March 31,
2019 |
|
December 31,
2018 |
|
Balance
Sheet Location |
|
March 31,
2019 |
|
December 31,
2018 |
||||||||
Derivatives designated as
hedging instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
|
Other
assets |
|
$
|
37,599
|
|
|
$
|
74,929
|
|
|
Other
liabilities |
|
$
|
154,246
|
|
|
$
|
90,527
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives not designated as
hedging instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate caps
|
|
Other
assets |
|
51
|
|
|
476
|
|
|
Other
liabilities |
|
48
|
|
|
440
|
|
||||
Total
|
|
|
|
$
|
37,650
|
|
|
$
|
75,405
|
|
|
|
|
$
|
154,294
|
|
|
$
|
90,967
|
|
|
|
March 31, 2019
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
Gross Amounts Not Offset in the Condensed Statement of Financial Position
|
|
|
||||||||||||||
|
|
Gross Amounts of Recognized Assets/ Liabilities
|
|
Gross Amounts Offset in the Condensed Statement of Financial Position
|
|
Net Amounts of Assets/ Liabilities Presented in the Condensed Statement of Financial Position
|
|
Financial Instruments
|
|
Cash Collateral Received
|
|
Net
Amount |
||||||||||||
Offsetting assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivatives
|
|
$
|
37,650
|
|
|
$
|
—
|
|
|
$
|
37,650
|
|
|
$
|
(15,018
|
)
|
|
$
|
—
|
|
|
$
|
22,632
|
|
Offsetting liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivatives
|
|
$
|
154,294
|
|
|
$
|
—
|
|
|
$
|
154,294
|
|
|
$
|
(15,018
|
)
|
|
$
|
—
|
|
|
$
|
139,276
|
|
|
|
December 31, 2018
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
Gross Amounts Not Offset in the Condensed Statement of Financial Position
|
|
|
||||||||||||||
|
|
Gross Amounts of Recognized Assets/ Liabilities
|
|
Gross Amounts Offset in the Condensed Statement of Financial Position
|
|
Net Amounts of Assets/ Liabilities Presented in the Condensed Statement of Financial Position
|
|
Financial Instruments
|
|
Cash Collateral Received
|
|
Net
Amount |
||||||||||||
Offsetting assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivatives
|
|
$
|
75,405
|
|
|
$
|
—
|
|
|
$
|
75,405
|
|
|
$
|
(30,374
|
)
|
|
$
|
—
|
|
|
$
|
45,031
|
|
Offsetting liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivatives
|
|
$
|
90,967
|
|
|
$
|
—
|
|
|
$
|
90,967
|
|
|
$
|
(30,374
|
)
|
|
$
|
—
|
|
|
$
|
60,593
|
|
|
|
Amount of Gain (Loss) Recognized in OCI on Derivative
|
|
Location of Gain (Loss) Reclassified from Accumulated OCI into Net Income (Loss)
|
|
Amount of Gain (Loss) Reclassified from Accumulated OCI into Net Income (Loss)
|
|
Total Amount of Interest Expense Presented in the Condensed Consolidated Statements of Operations
|
||||||||||||||||||
|
|
For the Three Months
Ended March 31, |
|
|
For the Three Months
Ended March 31, |
|
For the Three Months
Ended March 31, |
|||||||||||||||||||
|
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|||||||||||||
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
|
$
|
(87,868
|
)
|
|
$
|
59,900
|
|
|
Interest expense
|
|
$
|
10,863
|
|
|
$
|
(271
|
)
|
|
$
|
93,983
|
|
|
$
|
92,299
|
|
|
|
Location of
Gain (Loss) Recognized in Net Income (Loss) on Derivative |
|
Amount of Gain (Loss) Recognized in Net Income (Loss) on Derivative
|
||||||
|
|
|
For the Three Months
Ended March 31, |
|||||||
|
|
|
2019
|
|
2018
|
|||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||
Interest rate caps
|
|
Interest expense
|
|
$
|
(33
|
)
|
|
$
|
253
|
|
Total
|
|
|
|
$
|
(33
|
)
|
|
$
|
253
|
|
|
|
Record Date
|
|
Amount
per Share
(1)
|
|
Pay Date
|
|
Total Amount Declared
|
||||
Q1-2019
|
|
February 13, 2019
|
|
$
|
0.13
|
|
|
February 28, 2019
|
|
$
|
67,965
|
|
Q4-2018
|
|
November 14, 2018
|
|
0.11
|
|
|
November 30, 2018
|
|
57,518
|
|
||
Q3-2018
|
|
August 16, 2018
|
|
0.11
|
|
|
August 31, 2018
|
|
57,563
|
|
||
Q2-2018
|
|
May 15, 2018
|
|
0.11
|
|
|
May 31, 2018
|
|
57,559
|
|
||
Q1-2018
|
|
February 13, 2018
|
|
0.11
|
|
|
February 28, 2018
|
|
57,432
|
|
|
(1)
|
Amounts are displayed in actual dollars and are paid on a per share basis.
On
May 2, 2019
, our board of directors declared a dividend of
$0.13
per share to stockholders of record on
May 15, 2019
, which is payable on
May 31, 2019
.
|
•
|
Annual LTIP Awards Granted:
During the
three months ended March 31, 2019
, we granted
529,901
RSUs pursuant to LTIP awards (together with previously granted annual LTIP awards, “LTIP Awards”). Each award includes
|
•
|
PRSU Results:
During the
three months ended March 31, 2019
, the Compensation Committee certified performance achievement with respect to Tranche 2 of our 2017 LTIP Awards. Certain PRSUs vested and achieved performance in excess of the target level, resulting in the issuance of an additional
23,392
shares of common stock. Such awards are reflected as an increase in the number of awards granted and vested in the table below. Certain other PRSUs did not achieve performance criteria, resulting in the cancellation of
52,896
awards. Such awards are reflected as an increase in the number of awards forfeited/canceled below.
|
|
|
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, 2018
|
|
1,595,644
|
|
|
$
|
21.63
|
|
|
888,733
|
|
|
$
|
22.09
|
|
|
2,484,377
|
|
|
$
|
21.79
|
|
Granted
|
|
185,708
|
|
|
22.79
|
|
|
367,585
|
|
|
24.26
|
|
|
553,293
|
|
|
23.77
|
|
|||
Vested
(1)
|
|
(923,040
|
)
|
|
(21.41
|
)
|
|
(38,304
|
)
|
|
(21.81
|
)
|
|
(961,344
|
)
|
|
(21.43
|
)
|
|||
Forfeited / canceled
|
|
(48,680
|
)
|
|
(21.75
|
)
|
|
(215,614
|
)
|
|
(21.58
|
)
|
|
(264,294
|
)
|
|
(21.61
|
)
|
|||
Balance, March 31, 2019
|
|
809,632
|
|
|
$
|
22.14
|
|
|
1,002,400
|
|
|
$
|
23.05
|
|
|
1,812,032
|
|
|
$
|
22.64
|
|
|
(1)
|
All vested share-based awards are included in basic EPS for the periods after each awards vest date.
During the
three months ended March 31, 2019
,
923,040
time-vesting RSUs and
38,304
PRSUs with an estimated fair value of
$26,081
fully vested. During the
three months ended March 31, 2019
, vested awards include the acceleration of
286,156
RSUs pursuant to the terms and conditions of the Omnibus Incentive Plan and related award agreements.
|
|
|
For the Three Months Ended March 31, 2019
|
Expected volatility
(1)
|
|
17.4%
|
Risk-free rate
|
|
2.42%
|
Expected holding period
|
|
2.84 years
|
|
(1)
|
Expected volatility for awards granted during the
three months ended March 31, 2019
was estimated based on the historical volatility of INVH’s realized returns and the applicable index.
|
|
|
For the Three Months
Ended March 31, |
||||||
|
|
2019
|
|
2018
|
||||
General and administrative
|
|
$
|
4,920
|
|
|
$
|
7,554
|
|
Property management expense
|
|
687
|
|
|
1,944
|
|
||
Total
|
|
$
|
5,607
|
|
|
$
|
9,498
|
|
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
|
|
|
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
|
|
$
|
358,246
|
|
|
$
|
357,754
|
|
|
$
|
366,599
|
|
|
$
|
365,196
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities carried at historical cost on the condensed consolidated balance sheets:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mortgage loans
(2)
|
|
Level 2
|
|
$
|
7,082,754
|
|
|
$
|
7,073,030
|
|
|
$
|
7,263,476
|
|
|
$
|
7,235,685
|
|
Term Loan Facility
(3)
|
|
Level 3
|
|
1,500,000
|
|
|
1,500,345
|
|
|
1,500,000
|
|
|
1,500,773
|
|
||||
Convertible Senior Notes
(4)
|
|
Level 3
|
|
559,575
|
|
|
558,552
|
|
|
557,301
|
|
|
544,249
|
|
|
(1)
|
The carrying values of investments in debt securities are shown net of discount.
|
(2)
|
The carrying values of the mortgage loans are shown net of discount and exclude
$52,986
and
$61,822
of deferred financing costs as of
March 31, 2019
and
December 31, 2018
, respectively.
|
(3)
|
The carrying value of the Term Loan Facility excludes
$8,418
and
$9,140
of deferred financing costs as of
March 31, 2019
and
December 31, 2018
, respectively
.
|
(4)
|
The carrying values of the Convertible Senior Notes include unamortized discounts of
$15,416
and
$17,692
as of
March 31, 2019
and
December 31, 2018
, respectively.
|
|
|
For the Three Months
Ended March 31, |
||||||
|
|
2019
|
|
2018
|
||||
Investments in single-family residential properties, net held for use (Level 3):
|
|
|
|
|
||||
Pre-impairment amount
|
|
$
|
240
|
|
|
$
|
—
|
|
Total impairments
|
|
(30
|
)
|
|
—
|
|
||
Fair value
|
|
$
|
210
|
|
|
$
|
—
|
|
|
|
For the Three Months
Ended March 31, |
||||||
|
|
2019
|
|
2018
|
||||
Investments in single-family residential properties, net held for sale (Level 3):
|
|
|
|
|
||||
Pre-impairment amount
|
|
$
|
19,024
|
|
|
$
|
3,225
|
|
Total impairments
|
|
(3,223
|
)
|
|
(603
|
)
|
||
Fair value
|
|
$
|
15,801
|
|
|
$
|
2,622
|
|
|
|
For the Three Months
Ended March 31, |
||||||
(in thousands, except share and per share data)
|
|
2019
|
|
2018
|
||||
Numerator:
|
|
|
|
|
||||
Net income (loss) available to common stockholders — basic and diluted
|
|
$
|
20,716
|
|
|
$
|
(17,491
|
)
|
|
|
|
|
|
||||
Denominator:
|
|
|
|
|
||||
Weighted average common shares outstanding — basic
|
|
521,440,822
|
|
|
519,660,998
|
|
||
Effect of dilutive securities:
|
|
|
|
|
||||
Incremental shares attributed to non-vested share-based awards
|
|
376,672
|
|
|
—
|
|
||
Weighted average common shares outstanding — diluted
|
|
521,817,494
|
|
|
519,660,998
|
|
||
|
|
|
|
|
||||
Net income (loss) per common share — basic
|
|
$
|
0.04
|
|
|
$
|
(0.03
|
)
|
Net income (loss) per common share — diluted
|
|
$
|
0.04
|
|
|
$
|
(0.03
|
)
|
|
|
Operating
Leases
|
|
Finance
Leases
|
||||
Remainder of 2019
|
|
$
|
3,202
|
|
|
$
|
468
|
|
2020
|
|
4,552
|
|
|
617
|
|
||
2021
|
|
4,169
|
|
|
537
|
|
||
2022
|
|
2,713
|
|
|
41
|
|
||
2023
|
|
1,565
|
|
|
—
|
|
||
Thereafter
|
|
1,835
|
|
|
—
|
|
||
Total lease payments
|
|
18,036
|
|
|
1,663
|
|
||
Less: imputed interest
|
|
(1,571
|
)
|
|
(64
|
)
|
||
Total lease liability
|
|
$
|
16,465
|
|
|
$
|
1,599
|
|
|
|
For the Three Months Ended March 31, 2019
|
||
Operating lease cost:
|
|
|
||
Fixed lease cost
|
|
$
|
981
|
|
Variable lease cost
|
|
343
|
|
|
Total operating lease cost
|
|
$
|
1,324
|
|
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
|
|
8,242
|
|
95.6%
|
|
$2,354
|
|
$1.39
|
|
13.4
|
%
|
Northern California
|
|
4,489
|
|
95.9%
|
|
2,031
|
|
1.32
|
|
6.6
|
%
|
Seattle
|
|
3,395
|
|
94.1%
|
|
2,151
|
|
1.13
|
|
5.2
|
%
|
Phoenix
|
|
7,583
|
|
95.5%
|
|
1,322
|
|
0.81
|
|
7.2
|
%
|
Las Vegas
|
|
2,680
|
|
96.3%
|
|
1,568
|
|
0.79
|
|
3.0
|
%
|
Denver
|
|
2,237
|
|
92.2%
|
|
1,948
|
|
1.09
|
|
3.1
|
%
|
Western United States Subtotal
|
|
28,626
|
|
95.2%
|
|
1,901
|
|
1.11
|
|
38.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Florida:
|
|
|
|
|
|
|
|
|
|
|
|
South Florida
|
|
8,899
|
|
94.2%
|
|
2,161
|
|
1.17
|
|
13.2
|
%
|
Tampa
|
|
8,277
|
|
95.0%
|
|
1,645
|
|
0.89
|
|
9.6
|
%
|
Orlando
|
|
5,942
|
|
94.4%
|
|
1,623
|
|
0.88
|
|
6.7
|
%
|
Jacksonville
|
|
1,890
|
|
94.7%
|
|
1,649
|
|
0.83
|
|
2.2
|
%
|
Florida Subtotal
|
|
25,008
|
|
94.5%
|
|
1,823
|
|
0.98
|
|
31.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Southeast United States:
|
|
|
|
|
|
|
|
|
|
|
|
Atlanta
|
|
12,239
|
|
95.4%
|
|
1,484
|
|
0.72
|
|
12.6
|
%
|
Carolinas
|
|
4,716
|
|
95.5%
|
|
1,563
|
|
0.72
|
|
5.1
|
%
|
Nashville
|
|
797
|
|
93.8%
|
|
1,821
|
|
0.85
|
|
1.1
|
%
|
Southeast United States Subtotal
|
|
17,752
|
|
95.3%
|
|
1,520
|
|
0.73
|
|
18.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Texas:
|
|
|
|
|
|
|
|
|
|
|
|
Houston
|
|
2,351
|
|
93.7%
|
|
1,544
|
|
0.79
|
|
2.5
|
%
|
Dallas
|
|
2,194
|
|
93.4%
|
|
1,764
|
|
0.83
|
|
2.7
|
%
|
Texas Subtotal
|
|
4,545
|
|
93.5%
|
|
1,650
|
|
0.81
|
|
5.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Midwest United States:
|
|
|
|
|
|
|
|
|
|
|
|
Chicago
|
|
3,269
|
|
90.2%
|
|
1,969
|
|
1.20
|
|
4.3
|
%
|
Minneapolis
|
|
1,161
|
|
95.8%
|
|
1,863
|
|
0.94
|
|
1.5
|
%
|
Midwest United States Subtotal
|
|
4,430
|
|
91.6%
|
|
1,941
|
|
1.12
|
|
5.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Total/Average
|
|
80,361
|
|
94.7%
|
|
$1,781
|
|
$0.96
|
|
100.0
|
%
|
Same Store Total / Average
|
|
73,704
|
|
96.5%
|
|
$1,784
|
|
$0.96
|
|
93.2
|
%
|
|
(1)
|
As of
March 31, 2019
.
|
(2)
|
Represents average occupancy for the
three months ended March 31, 2019
.
|
(3)
|
Represents average monthly rent for the
three months ended March 31, 2019
.
|
(4)
|
Represents the percentage of
rental revenues and other property income
generated in each market for the
three months ended March 31, 2019
.
|
|
|
For the Three Months
Ended March 31, |
|
|
|
|
|||||||||
($ in thousands)
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Rental revenues and other property income
|
|
$
|
435,500
|
|
|
$
|
423,669
|
|
|
$
|
11,831
|
|
|
2.8
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Expenses:
|
|
|
|
|
|
|
|
|
|||||||
Property operating and maintenance
|
|
160,346
|
|
|
160,767
|
|
|
(421
|
)
|
|
(0.3
|
)%
|
|||
Property management expense
|
|
15,160
|
|
|
17,164
|
|
|
(2,004
|
)
|
|
(11.7
|
)%
|
|||
General and administrative
|
|
26,538
|
|
|
27,636
|
|
|
(1,098
|
)
|
|
(4.0
|
)%
|
|||
Interest expense
|
|
93,983
|
|
|
92,299
|
|
|
1,684
|
|
|
1.8
|
%
|
|||
Depreciation and amortization
|
|
133,609
|
|
|
144,500
|
|
|
(10,891
|
)
|
|
(7.5
|
)%
|
|||
Impairment and other
|
|
5,392
|
|
|
6,121
|
|
|
(729
|
)
|
|
(11.9
|
)%
|
|||
Total expenses
|
|
435,028
|
|
|
448,487
|
|
|
(13,459
|
)
|
|
(3.0
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Other, net
|
|
3,125
|
|
|
1,736
|
|
|
1,389
|
|
|
80.0
|
%
|
|||
Gain on sale of property, net of tax
|
|
17,572
|
|
|
5,502
|
|
|
12,070
|
|
|
219.4
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Net income (loss)
|
|
$
|
21,169
|
|
|
$
|
(17,580
|
)
|
|
$
|
38,749
|
|
|
220.4
|
%
|
|
|
|
|
|
|
|
|
|
|
Outstanding Principal Balance
(3)
|
||||||
($ in thousands)
|
|
Maturity
Date |
|
Maturity Date if
Fully Extended
(1)
|
|
Interest
Rate
(2)
|
|
Range of Spreads
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
CSH 2016-2
(4)
|
|
December 9, 2019
|
|
December 9, 2021
|
|
4.35%
|
|
133-423 bps
|
|
$
|
369,665
|
|
|
$
|
442,614
|
|
IH 2017-1
(5)
|
|
June 9, 2027
|
|
June 9, 2027
|
|
4.23%
|
|
N/A
|
|
995,913
|
|
|
995,826
|
|
||
SWH 2017-1
(4)
|
|
October 9, 2019
|
|
January 9, 2023
|
|
4.04%
|
|
102-347 bps
|
|
762,294
|
|
|
764,685
|
|
||
IH 2017-2
(4)(6)
|
|
December 9, 2019
|
|
December 9, 2024
|
|
3.84%
|
|
91-306 bps
|
|
770,744
|
|
|
856,238
|
|
||
IH 2018-1
(4)(6)
|
|
March 9, 2020
|
|
March 9, 2025
|
|
3.73%
|
|
76-256 bps
|
|
906,408
|
|
|
911,827
|
|
||
IH 2018-2
(4)
|
|
June 9, 2020
|
|
June 9, 2025
|
|
3.88%
|
|
95-230 bps
|
|
1,028,832
|
|
|
1,035,749
|
|
||
IH 2018-3
(4)
|
|
July 9, 2020
|
|
July 9, 2025
|
|
3.91%
|
|
105-230 bps
|
|
1,291,669
|
|
|
1,296,959
|
|
||
IH 2018-4
(4)
|
|
January 9, 2021
|
|
January 9, 2026
|
|
3.90%
|
|
115-225 bps
|
|
957,229
|
|
|
959,578
|
|
||
Total Securitizations
|
|
7,082,754
|
|
|
7,263,476
|
|
||||||||||
Less: deferred financing costs, net
|
|
(52,986
|
)
|
|
(61,822
|
)
|
||||||||||
Total
|
|
$
|
7,029,768
|
|
|
$
|
7,201,654
|
|
|
(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, 2019
, LIBOR was
2.49%
. 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
years, individually subject to
three
to
five
,
one
-year extension options at the Borrower Entity’s discretion (provided that there is no continuing event of default under the mortgage loan agreement and the Borrower Entity obtains and delivers a replacement interest rate cap agreement
from an approved counterparty within the required timeframe to the lender
). Our CSH 2016-2 mortgage loan has exercised the first extension option. The maturity dates above are reflective of all extensions that have been exercised.
|
(5)
|
Net of unamortized discount of
$2.9 million
and
$3.0 million
as of
March 31, 2019
and
December 31, 2018
, respectively.
|
(6)
|
On
April 9, 2019
, we made voluntary prepayments of
$12.8 million
and
$57.2 million
on IH 2017-2 and IH 2018-1, respectively
.
|
($ in thousands)
|
|
Maturity
Date |
|
Interest
Rate (1) |
|
March 31,
2019 |
|
December 31,
2018 |
||||
Term Loan Facility
|
|
February 6, 2022
|
|
4.19%
|
|
$
|
1,500,000
|
|
|
$
|
1,500,000
|
|
Deferred financing costs, net
|
(8,418
|
)
|
|
(9,140
|
)
|
|||||||
Term Loan Facility, net
|
$
|
1,491,582
|
|
|
$
|
1,490,860
|
|
|||||
|
|
|
|
|||||||||
Revolving Facility
|
February 6, 2021
|
|
4.24%
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(1)
|
Interest rates for the Term Loan Facility and the Revolving Facility are based on LIBOR plus an applicable margin.
As of
March 31, 2019
,
the applicable margins were
1.70%
and
1.75%
, respectively,
and LIBOR was
2.49%
.
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal Amount
|
||||||
($ in thousands)
|
|
Coupon
Rate |
|
Effective
Rate (1) |
|
Conversion
Rate (2) |
|
Maturity
Date |
|
Remaining Amortization
Period |
|
March 31,
2019 |
|
December 31, 2017
|
||||
2019 Convertible Notes
|
|
3.00%
|
|
4.92%
|
|
54.3097
|
|
July 1, 2019
|
|
0.25 years
|
|
$
|
229,991
|
|
|
$
|
229,993
|
|
2022 Convertible Notes
|
|
3.50%
|
|
5.12%
|
|
43.7694
|
|
January 15, 2022
|
|
2.8 years
|
|
345,000
|
|
|
345,000
|
|
||
Total
|
574,991
|
|
|
574,993
|
|
|||||||||||||
Net unamortized fair value adjustment
|
(15,416
|
)
|
|
(17,692
|
)
|
|||||||||||||
Total
|
$
|
559,575
|
|
|
$
|
557,301
|
|
|
(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)
|
The conversion rate as of
March 31, 2019
represents the number of shares of common stock issuable per
$1,000
principal amount (actual $) of Convertible Senior Notes converted on such date
, as adjusted in accordance with the applicable indentures as a result of cash dividend payments and the effects of the Mergers. On December 28, 2018, note holders of the 2019 Convertible Notes were notified of our intent to convert in shares of common stock. As of
March 31, 2019
, the 2022 Convertible Notes do not meet the criteria for conversion. We have the option to settle the 2022 Convertible Notes in cash, common stock, or a combination thereof.
|
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, 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
|
|
|
April 19, 2018
|
|
January 31, 2019
|
|
January 31, 2025
|
|
2.86%
|
|
One-month LIBOR
|
|
400,000
|
|
|
February 15, 2019
(1)
|
|
March 15, 2019
|
|
March 15, 2022
|
|
2.23%
|
|
One-month LIBOR
|
|
800,000
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
June 3, 2016
|
|
July 15, 2020
|
|
July 15, 2021
|
|
1.47%
|
|
One-month LIBOR
|
|
450,000
|
|
|
June 28, 2018
|
|
August 7, 2020
|
|
July 9, 2025
|
|
2.90%
|
|
One-month LIBOR
|
|
1,100,000
|
|
|
January 10, 2017
|
|
January 15, 2021
|
|
July 15, 2021
|
|
2.23%
|
|
One-month LIBOR
|
|
550,000
|
|
|
November 7, 2018
|
|
March 15, 2022
|
|
July 31, 2025
|
|
3.14%
|
|
One-month LIBOR
|
|
400,000
|
|
|
November 7, 2018
|
|
March 15, 2022
|
|
July 31, 2025
|
|
3.16%
|
|
One-month LIBOR
|
|
400,000
|
|
|
(1)
|
On February 15, 2019, we terminated an interest rate swap instrument and simultaneously entered into a new interest rate swap instrument with identical economic terms, except that the strike rate increased 2
bps
, from
2.21%
to
2.23%
, and collateral posting requirements were removed.
|
|
|
For the Three Months
Ended March 31, |
|
|
|
|
|||||||||
($ in thousands)
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Net cash provided by operating activities
|
|
$
|
193,183
|
|
|
$
|
130,080
|
|
|
$
|
63,103
|
|
|
48.5
|
%
|
Net cash provided by (used in) investing activities
|
|
55,027
|
|
|
(101,998
|
)
|
|
157,025
|
|
|
153.9
|
%
|
|||
Net cash used in financing activities
|
|
(256,783
|
)
|
|
(53,896
|
)
|
|
(202,887
|
)
|
|
(376.4
|
)%
|
|||
Change in cash, cash equivalents, and restricted cash
|
|
$
|
(8,573
|
)
|
|
$
|
(25,814
|
)
|
|
$
|
17,241
|
|
|
66.8
|
%
|
($ in thousands)
|
|
Total
|
|
2019
(1)
|
|
2020-2021
|
|
2022-2023
|
|
Thereafter
|
||||||||||
Mortgage loans, net
(2)(3)
|
|
$
|
8,797,448
|
|
|
$
|
213,413
|
|
|
$
|
936,002
|
|
|
$
|
1,266,688
|
|
|
$
|
6,381,345
|
|
Term Loan Facility, net
(2)
|
|
1,682,090
|
|
|
48,010
|
|
|
127,620
|
|
|
1,506,460
|
|
|
—
|
|
|||||
Revolving Facility
(2)(3)(4)
|
|
10,140
|
|
|
2,673
|
|
|
7,107
|
|
|
360
|
|
|
—
|
|
|||||
Convertible Senior Notes
(5)
|
|
614,666
|
|
|
239,478
|
|
|
24,150
|
|
|
351,038
|
|
|
—
|
|
|||||
Derivative instruments
(6)
|
|
98,299
|
|
|
3,362
|
|
|
26,208
|
|
|
40,328
|
|
|
28,401
|
|
|||||
Purchase commitments
(7)
|
|
135,941
|
|
|
135,941
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease liabilities
|
|
18,036
|
|
|
3,202
|
|
|
8,720
|
|
|
4,279
|
|
|
1,835
|
|
|||||
Finance lease liabilities
|
|
1,663
|
|
|
468
|
|
|
1,154
|
|
|
41
|
|
|
—
|
|
|||||
Total
|
|
$
|
11,358,283
|
|
|
$
|
646,547
|
|
|
$
|
1,130,961
|
|
|
$
|
3,169,194
|
|
|
$
|
6,411,581
|
|
|
(1)
|
Includes estimated payments for the remaining nine months of 2019.
|
(2)
|
Includes estimated interest payments on the respective debt based on amounts outstanding as of
March 31, 2019
at rates in effect as of such date; as of
March 31, 2019
, LIBOR was
2.49%
.
|
(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.
|
(4)
|
Includes the related unused commitment fee.
|
(5)
|
Represents the principal amount of the Convertible Senior Notes and interest obligations which are calculated using coupon rates of the Convertible Senior Notes.
The 2019 Convertible Notes principal amount of
$230.0 million
is included in 2019 maturities presented above.
On December 28, 2018, we notified note holders of our intent to settle conversions of the 2019 Convertible Notes in shares of common stock.
|
(6)
|
Includes interest rate swap and interest rate cap obligations calculated using LIBOR as of
March 31, 2019
, or
2.49%
.
|
(7)
|
Represents commitments to acquire
543
single-family rental homes, of which
463
are part of a bulk acquisition, as of
March 31, 2019
.
|
|
|
For the Three Months
Ended March 31, |
||||||
($ in thousands)
|
|
2019
|
|
2018
|
||||
Net income (loss) available to common stockholders
|
|
$
|
20,716
|
|
|
$
|
(17,491
|
)
|
Net income available to participating securities
|
|
106
|
|
|
222
|
|
||
Non-controlling interests
|
|
347
|
|
|
(311
|
)
|
||
Interest expense
|
|
93,983
|
|
|
92,299
|
|
||
Depreciation and amortization
|
|
133,609
|
|
|
144,500
|
|
||
EBITDA
|
|
248,761
|
|
|
219,219
|
|
||
Gain on sale of property, net of tax
|
|
(17,572
|
)
|
|
(5,502
|
)
|
||
Impairment on depreciated real estate investments
|
|
3,253
|
|
|
603
|
|
||
EBITDA
re
|
|
234,442
|
|
|
214,320
|
|
||
Share-based compensation expense
(1)
|
|
5,607
|
|
|
9,498
|
|
||
Merger and transaction-related expenses
(2)
|
|
2,795
|
|
|
4,367
|
|
||
Severance
|
|
6,969
|
|
|
2,659
|
|
||
Casualty losses, net
(3)
|
|
2,139
|
|
|
5,518
|
|
||
Other, net
(4)
|
|
(3,125
|
)
|
|
(1,736
|
)
|
||
Adjusted EBITDA
re
|
|
$
|
248,827
|
|
|
$
|
234,626
|
|
|
(1)
|
For the
three months ended March 31, 2019 and 2018
,
$4,920
and
$7,554
was recorded in general and administrative expense, respectively, and
$687
and
$1,944
was recorded in property management expense, respectively.
|
(2)
|
Includes merger and transaction-related expenses included within general and administrative.
|
(3)
|
Includes
$0
and
$4,183
for losses/damages related to Hurricanes Irma and Harvey
for the three months ended March 31, 2019 and 2018
, respectively.
|
(4)
|
Includes interest income and other miscellaneous income and expenses.
|
|
|
For the Three Months
Ended March 31, |
||||||
($ in thousands)
|
|
2019
|
|
2018
|
||||
Net income (loss) available to common stockholders
|
|
$
|
20,716
|
|
|
$
|
(17,491
|
)
|
Net income available to participating securities
|
|
106
|
|
|
222
|
|
||
Non-controlling interests
|
|
347
|
|
|
(311
|
)
|
||
Interest expense
|
|
93,983
|
|
|
92,299
|
|
||
Depreciation and amortization
|
|
133,609
|
|
|
144,500
|
|
||
General and administrative
(1)
|
|
26,538
|
|
|
27,636
|
|
||
Property management expense
(2)
|
|
15,160
|
|
|
17,164
|
|
||
Impairment and other
(3)
|
|
5,392
|
|
|
6,121
|
|
||
Gain on sale of property, net of tax
|
|
(17,572
|
)
|
|
(5,502
|
)
|
||
Other, net
(4)
|
|
(3,125
|
)
|
|
(1,736
|
)
|
||
NOI (total portfolio)
|
|
275,154
|
|
|
262,902
|
|
||
Non-Same Store NOI
|
|
(14,863
|
)
|
|
(20,290
|
)
|
||
NOI (Same Store portfolio)
(5)
|
|
$
|
260,291
|
|
|
$
|
242,612
|
|
|
(1)
|
Includes
$4,920
and
$7,554
of share-based compensation expense for the
three months ended March 31, 2019 and 2018
, respectively.
|
(2)
|
Includes
$687
and
$1,944
of share-based compensation expense for the
three months ended March 31, 2019 and 2018
, respectively.
|
(3)
|
Includes
$0
and
$4,183
for losses/damages related to Hurricanes Irma and Harvey
for the
three months ended March 31, 2019 and 2018
, respectively.
|
(4)
|
Includes interest income and other miscellaneous income and expenses.
|
(5)
|
The Same Store portfolio totaled
73,704
homes for the
three months ended March 31, 2019 and 2018
.
|
|
|
For the Three Months
Ended March 31, |
||||||
(in thousands, except shares and per share data)
|
|
2019
|
|
2018
|
||||
Net income (loss) available to common stockholders
|
|
$
|
20,716
|
|
|
$
|
(17,491
|
)
|
Add (deduct) adjustments from net income (loss) to derive FFO:
|
|
|
|
|
||||
Net income available to participating securities
|
|
106
|
|
|
222
|
|
||
Non-controlling interests
|
|
347
|
|
|
(311
|
)
|
||
Depreciation and amortization on real estate assets
|
|
132,520
|
|
|
143,108
|
|
||
Impairment on depreciated real estate investments
|
|
3,253
|
|
|
603
|
|
||
Net gain on sale of previously depreciated investments in real estate
|
|
(17,572
|
)
|
|
(5,502
|
)
|
||
FFO
|
|
139,370
|
|
|
120,629
|
|
||
Noncash interest expense related to amortization of deferred financing costs, loan discounts, and noncash interest expense from derivatives
|
|
14,865
|
|
|
8,495
|
|
||
Share-based compensation expense
(1)
|
|
5,607
|
|
|
9,498
|
|
||
Offering related expenses
(2)
|
|
1,543
|
|
|
—
|
|
||
Merger and transaction-related expenses
(3)
|
|
2,795
|
|
|
4,367
|
|
||
Severance expense
|
|
6,969
|
|
|
2,659
|
|
||
Casualty losses, net
(4)
|
|
2,139
|
|
|
5,518
|
|
||
Core FFO
|
|
173,288
|
|
|
151,166
|
|
||
Recurring capital expenditures
|
|
(25,111
|
)
|
|
(25,393
|
)
|
||
Adjusted FFO
|
|
$
|
148,177
|
|
|
$
|
125,773
|
|
|
|
|
|
|
||||
Net income (loss) available to common stockholders
|
|
|
|
|
||||
Weighted average common shares outstanding — diluted
(5)(6)(7)(8)
|
|
521,817,494
|
|
|
519,660,998
|
|
||
|
|
|
|
|
||||
Net income (loss) per common share — diluted
(6)(7)(8)
|
|
$
|
0.04
|
|
|
$
|
(0.03
|
)
|
|
|
|
|
|
||||
FFO
|
|
|
|
|
||||
Numerator for FFO per common share — diluted
(6)
|
|
$
|
142,173
|
|
|
$
|
120,629
|
|
Weighted average common shares and OP Units outstanding — diluted
(5)(6)(7)
|
|
543,717,533
|
|
|
530,314,568
|
|
||
|
|
|
|
|
||||
FFO per common share — diluted
(6)(7)(8)
|
|
$
|
0.26
|
|
|
$
|
0.23
|
|
|
|
|
|
|
||||
Core FFO and Adjusted FFO
|
|
|
|
|
||||
Weighted average common shares and OP Units outstanding — diluted
(5)(6)(7)
|
|
531,226,791
|
|
|
530,314,568
|
|
||
|
|
|
|
|
||||
Core FFO per common share — diluted
(6)(7)(8)
|
|
$
|
0.33
|
|
|
$
|
0.29
|
|
AFFO per common share — diluted
(6)(7)(8)
|
|
$
|
0.28
|
|
|
$
|
0.24
|
|
|
(1)
|
For the
three months ended March 31, 2019 and 2018
,
$4,920
and
$7,554
was recorded in general and administrative expense, respectively, and
$687
and
$1,944
was recorded in property management expense, respectively.
|
(2)
|
Includes expenses associated with a secondary offering of common stock completed during the
three months ended March 31, 2019
included within other, net.
|
(3)
|
Includes merger and transaction-related expenses included within general and administrative.
|
(4)
|
Includes
$0
and
$4,183
for losses/damages related to Hurricanes Irma and Harvey
for the
three months ended March 31, 2019 and 2018
, respectively.
|
(5)
|
Weighted average common shares outstanding — diluted is calculated in accordance with GAAP and is used in the calculation of net income (loss) per common share — diluted.
|
(6)
|
On December 28, 2018, we notified note holders of our intent to settle conversions of the 2019 Convertible Notes in shares of common stock.
The 2019 Convertible Notes have
no impact on
n
et income per common share — diluted as inclusion of the contingently issuable shares of common stock would be anti-dilutive to such computation for the
three months ended March 31, 2019
calculated
in accordance with the “if-converted” method
.
The impact of the 2019 Convertible Notes is reflected in the FFO per common share — diluted computation above in accordance with the “if-converted” method consistent with Nareit’s guidance for calculating FFO per share. For the
three months ended March 31, 2019
, the numerator for FFO per common share — diluted is adjusted for interest expense on the 2019 Convertible Notes of
$2,803
, including non-cash amortization of discounts. The denominator is adjusted for
12,490,742
potential shares of common stock contingently issuable upon the conversion of the 2019 Convertible Notes
.
No such adjustments were made to Core FFO and AFFO per common share
— diluted for the 2019 Convertible Notes.
For the
three months ended March 31, 2019
,
15,100,443
potential shares of common stock contingently issuable upon the conversion of the 2022 Convertible Notes are also excluded from the computation of n
et income or loss, FFO,
Core FFO, and AFFO per common share
— diluted.
For the
three months ended March 31, 2018
, we asserted our intent and ability to fully settle the Convertible Senior Notes in cash; and as a result, the Convertible Senior Notes did not impact n
et loss, FFO,
Core FFO, and AFFO per common share
— diluted for that period
.
|
(7)
|
Incremental shares attributed to non-vested share-based awards totaling
376,672
shares are included in
the denominator for
n
et income per common share — diluted for the
three months ended March 31, 2019
. For the
three months ended March 31, 2018
, incremental shares attributed to non-vested share-based awards do not
impact the denominator for
n
et loss per common share — diluted since we had a net loss and inclusion of such incremental shares would be anti-dilutive to such computation. For the computations of FFO, Core FFO, and AFFO per common share
—
diluted, c
ommon share equivalents of
1,097,383
and
1,292,963
for the
three months ended March 31, 2019 and 2018
, respectively,
related to
i
ncremental shares attributed to non-vested share-based awards are included in the denominator.
|
(8)
|
Units of partnership interests in INVH LP (“OP Units”)
have been excluded from the computation of
n
et income (loss) per common share — diluted for the periods above
because all net income (loss) attributable to the OP Units has been recorded as non-controlling interest and thus excluded from net income (loss) available to common stockholders. Weighted average
OP Units of
8,688,586
and
9,360,607
for the
three months ended March 31, 2019 and 2018
, respectively, are included in the denominator for the computations of FFO, Core FFO, and AFFO per common share
—
diluted.
|
Exhibit
number |
|
Description
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
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)
|
|
Date: May 7, 2019
|
|
|
By:
|
/s/ Kimberly K. Norrell
|
|
Name: Kimberly K. Norrell
|
|
Title: Senior Vice President and Chief Accounting Officer
|
|
(Principal Accounting Officer)
|
|
Date: May 7, 2019
|
Time Vesting RSUs Granted
:
|
[•]
|
Performance Vesting (Target) RSUs Granted
: [ ]
|
, consisting of:
|
3.
|
Vesting of Earned RSUs
.
|
4.
|
Definitions
. For the purposes of this Award Notice:
|
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
.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Invitation Homes Inc. for the quarterly period ended
March 31, 2019
;
|
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/ Dallas B. Tanner
|
|
Dallas B. Tanner
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
May 7, 2019
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Invitation Homes Inc. for the quarterly period ended
March 31, 2019
;
|
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)
|
|
May 7, 2019
|
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/ Dallas B. Tanner
|
|
Dallas B. Tanner
|
|
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)
|