|
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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 sufficiently similar quality and characteristics as the existing Invitation Homes Same Store portfolio may be considered stabilized at the time of acquisition. Homes are considered to be seasoned once they have been stabilized for at least 15 months prior to January 1st of the year in which the Same Store portfolio was established. 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;
|
•
|
“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.
|
|
|
June 30,
2019 |
|
December 31, 2018
|
||||
Assets:
|
|
(unaudited)
|
|
|
||||
Investments in single-family residential properties:
|
|
|
|
|
||||
Land
|
|
$
|
4,522,979
|
|
|
$
|
4,561,441
|
|
Building and improvements
|
|
13,718,005
|
|
|
13,668,533
|
|
||
|
|
18,240,984
|
|
|
18,229,974
|
|
||
Less: accumulated depreciation
|
|
(1,777,457
|
)
|
|
(1,543,914
|
)
|
||
Investments in single-family residential properties, net
|
|
16,463,527
|
|
|
16,686,060
|
|
||
Cash and cash equivalents
|
|
77,046
|
|
|
144,940
|
|
||
Restricted cash
|
|
242,409
|
|
|
215,051
|
|
||
Goodwill
|
|
258,207
|
|
|
258,207
|
|
||
Other assets, net
|
|
672,964
|
|
|
759,170
|
|
||
Total assets
|
|
$
|
17,714,153
|
|
|
$
|
18,063,428
|
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
||||
Mortgage loans, net
|
|
$
|
6,509,962
|
|
|
$
|
7,201,654
|
|
Secured term loan, net
|
|
400,869
|
|
|
—
|
|
||
Term loan facility, net
|
|
1,492,304
|
|
|
1,490,860
|
|
||
Revolving facility
|
|
—
|
|
|
—
|
|
||
Convertible senior notes, net
|
|
561,830
|
|
|
557,301
|
|
||
Accounts payable and accrued expenses
|
|
227,983
|
|
|
169,603
|
|
||
Resident security deposits
|
|
151,995
|
|
|
148,995
|
|
||
Other liabilities
|
|
331,742
|
|
|
125,829
|
|
||
Total liabilities
|
|
9,676,685
|
|
|
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 June 30, 2019 and December 31, 2018
|
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value per share, 9,000,000,000 shares authorized, 525,126,947 and 520,647,977 outstanding as of June 30, 2019 and December 31, 2018, respectively
|
|
5,251
|
|
|
5,206
|
|
||
Additional paid-in capital
|
|
8,686,927
|
|
|
8,629,462
|
|
||
Accumulated deficit
|
|
(469,129
|
)
|
|
(392,594
|
)
|
||
Accumulated other comprehensive loss
|
|
(265,370
|
)
|
|
(12,963
|
)
|
||
Total stockholders' equity
|
|
7,957,679
|
|
|
8,229,111
|
|
||
Non-controlling interests
|
|
79,789
|
|
|
140,075
|
|
||
Total equity
|
|
8,037,468
|
|
|
8,369,186
|
|
||
Total liabilities and equity
|
|
$
|
17,714,153
|
|
|
$
|
18,063,428
|
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months
Ended June 30, |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Rental revenues and other property income
|
|
$
|
441,582
|
|
|
$
|
432,426
|
|
|
$
|
877,082
|
|
|
$
|
856,095
|
|
|
|
|
|
|
|
|
|
|
||||||||
Expenses:
|
|
|
|
|
|
|
|
|
||||||||
Property operating and maintenance
|
|
166,574
|
|
|
165,423
|
|
|
326,920
|
|
|
326,190
|
|
||||
Property management expense
|
|
16,021
|
|
|
14,348
|
|
|
31,181
|
|
|
31,512
|
|
||||
General and administrative
|
|
15,956
|
|
|
24,636
|
|
|
42,494
|
|
|
52,272
|
|
||||
Interest expense
|
|
95,706
|
|
|
97,226
|
|
|
189,689
|
|
|
189,525
|
|
||||
Depreciation and amortization
|
|
133,031
|
|
|
146,450
|
|
|
266,640
|
|
|
290,950
|
|
||||
Impairment and other
|
|
1,671
|
|
|
4,103
|
|
|
7,063
|
|
|
10,224
|
|
||||
Total expenses
|
|
428,959
|
|
|
452,186
|
|
|
863,987
|
|
|
900,673
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Other, net
|
|
610
|
|
|
1,631
|
|
|
3,735
|
|
|
3,367
|
|
||||
Gain on sale of property, net of tax
|
|
26,172
|
|
|
3,941
|
|
|
43,744
|
|
|
9,443
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
|
39,405
|
|
|
(14,188
|
)
|
|
60,574
|
|
|
(31,768
|
)
|
||||
Net (income) loss attributable to non-controlling interests
|
|
(463
|
)
|
|
242
|
|
|
(810
|
)
|
|
553
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to common stockholders
|
|
38,942
|
|
|
(13,946
|
)
|
|
59,764
|
|
|
(31,215
|
)
|
||||
Net income available to participating securities
|
|
(109
|
)
|
|
(209
|
)
|
|
(215
|
)
|
|
(431
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) available to common stockholders — basic and diluted (Note 12)
|
|
$
|
38,833
|
|
|
$
|
(14,155
|
)
|
|
$
|
59,549
|
|
|
$
|
(31,646
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding — basic
|
|
525,070,036
|
|
|
520,509,058
|
|
|
523,265,455
|
|
|
520,087,371
|
|
||||
Weighted average common shares outstanding — diluted
|
|
525,933,643
|
|
|
520,509,058
|
|
|
524,190,469
|
|
|
520,087,371
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per common share — basic
|
|
$
|
0.07
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.11
|
|
|
$
|
(0.06
|
)
|
Net income (loss) per common share — diluted
|
|
$
|
0.07
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.11
|
|
|
$
|
(0.06
|
)
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months
Ended June 30, |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income (loss)
|
|
$
|
39,405
|
|
|
$
|
(14,188
|
)
|
|
$
|
60,574
|
|
|
$
|
(31,768
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
||||||||
Unrealized gains (losses) on interest rate swaps
|
|
(148,599
|
)
|
|
15,826
|
|
|
(236,467
|
)
|
|
75,726
|
|
||||
Gains from interest rate swaps reclassified into earnings from accumulated other comprehensive income
|
|
(7,891
|
)
|
|
(3,596
|
)
|
|
(18,754
|
)
|
|
(3,325
|
)
|
||||
Other comprehensive income (loss)
|
|
(156,490
|
)
|
|
12,230
|
|
|
(255,221
|
)
|
|
72,401
|
|
||||
Comprehensive income (loss)
|
|
(117,085
|
)
|
|
(1,958
|
)
|
|
(194,647
|
)
|
|
40,633
|
|
||||
Comprehensive (income) loss attributable to non-controlling interests
|
|
1,312
|
|
|
48
|
|
|
2,583
|
|
|
(705
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Comprehensive income (loss) attributable to common stockholders
|
|
$
|
(115,773
|
)
|
|
$
|
(1,910
|
)
|
|
$
|
(192,064
|
)
|
|
$
|
39,928
|
|
|
|
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 March 31, 2019
|
|
524,989,775
|
|
|
$
|
5,250
|
|
|
$
|
8,685,058
|
|
|
$
|
(439,737
|
)
|
|
$
|
(110,655
|
)
|
|
$
|
8,139,916
|
|
|
$
|
81,452
|
|
|
$
|
8,221,368
|
|
Capital distributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(711
|
)
|
|
(711
|
)
|
|||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,942
|
|
|
—
|
|
|
38,942
|
|
|
463
|
|
|
39,405
|
|
|||||||
Dividends and dividend equivalents declared ($0.13 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(68,334
|
)
|
|
—
|
|
|
(68,334
|
)
|
|
—
|
|
|
(68,334
|
)
|
|||||||
Issuance of common stock — settlement of RSUs, net of tax
|
|
137,172
|
|
|
1
|
|
|
(1,386
|
)
|
|
—
|
|
|
—
|
|
|
(1,385
|
)
|
|
—
|
|
|
(1,385
|
)
|
|||||||
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
3,255
|
|
|
—
|
|
|
—
|
|
|
3,255
|
|
|
360
|
|
|
3,615
|
|
|||||||
Total other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(154,715
|
)
|
|
(154,715
|
)
|
|
(1,775
|
)
|
|
(156,490
|
)
|
|||||||
Balance as of June 30, 2019
|
|
525,126,947
|
|
|
$
|
5,251
|
|
|
$
|
8,686,927
|
|
|
$
|
(469,129
|
)
|
|
$
|
(265,370
|
)
|
|
$
|
7,957,679
|
|
|
$
|
79,789
|
|
|
$
|
8,037,468
|
|
|
|
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
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,886
|
)
|
|
(1,886
|
)
|
|||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59,764
|
|
|
—
|
|
|
59,764
|
|
|
810
|
|
|
60,574
|
|
|||||||
Dividends and dividend equivalents declared ($0.26 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(136,299
|
)
|
|
—
|
|
|
(136,299
|
)
|
|
—
|
|
|
(136,299
|
)
|
|||||||
Issuance of common stock — settlement of RSUs, net of tax
|
|
905,677
|
|
|
9
|
|
|
(8,117
|
)
|
|
—
|
|
|
—
|
|
|
(8,108
|
)
|
|
—
|
|
|
(8,108
|
)
|
|||||||
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
8,862
|
|
|
—
|
|
|
—
|
|
|
8,862
|
|
|
360
|
|
|
9,222
|
|
|||||||
Total other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(251,828
|
)
|
|
(251,828
|
)
|
|
(3,393
|
)
|
|
(255,221
|
)
|
|||||||
Redemption of OP Units for common stock
|
|
3,573,293
|
|
|
36
|
|
|
56,720
|
|
|
—
|
|
|
(579
|
)
|
|
56,177
|
|
|
(56,177
|
)
|
|
—
|
|
|||||||
Balance as of June 30, 2019
|
|
525,126,947
|
|
|
$
|
5,251
|
|
|
$
|
8,686,927
|
|
|
$
|
(469,129
|
)
|
|
$
|
(265,370
|
)
|
|
$
|
7,957,679
|
|
|
$
|
79,789
|
|
|
$
|
8,037,468
|
|
|
|
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 March 31, 2018
|
|
520,364,636
|
|
|
$
|
5,204
|
|
|
$
|
8,612,110
|
|
|
$
|
(232,296
|
)
|
|
$
|
106,918
|
|
|
$
|
8,491,936
|
|
|
$
|
144,961
|
|
|
$
|
8,636,897
|
|
Capital distributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(996
|
)
|
|
(996
|
)
|
|||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,946
|
)
|
|
—
|
|
|
(13,946
|
)
|
|
(242
|
)
|
|
(14,188
|
)
|
|||||||
Dividends and dividend equivalents declared ($0.11 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(57,559
|
)
|
|
—
|
|
|
(57,559
|
)
|
|
—
|
|
|
(57,559
|
)
|
|||||||
Issuance of common stock — settlement of RSUs, net of tax
|
|
128,733
|
|
|
1
|
|
|
(824
|
)
|
|
—
|
|
|
—
|
|
|
(823
|
)
|
|
—
|
|
|
(823
|
)
|
|||||||
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
8,016
|
|
|
—
|
|
|
—
|
|
|
8,016
|
|
|
—
|
|
|
8,016
|
|
|||||||
Total other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,036
|
|
|
12,036
|
|
|
194
|
|
|
12,230
|
|
|||||||
Balance as of June 30, 2018
|
|
520,493,369
|
|
|
$
|
5,205
|
|
|
$
|
8,619,302
|
|
|
$
|
(303,801
|
)
|
|
$
|
118,954
|
|
|
$
|
8,439,660
|
|
|
$
|
143,917
|
|
|
$
|
8,583,577
|
|
|
|
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
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,033
|
)
|
|
(2,033
|
)
|
|||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,215
|
)
|
|
—
|
|
|
(31,215
|
)
|
|
(553
|
)
|
|
(31,768
|
)
|
|||||||
Dividends and dividend equivalents declared ($0.22 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(114,991
|
)
|
|
—
|
|
|
(114,991
|
)
|
|
—
|
|
|
(114,991
|
)
|
|||||||
Issuance of common stock — settlement of RSUs, net of tax
|
|
915,190
|
|
|
9
|
|
|
(7,430
|
)
|
|
—
|
|
|
—
|
|
|
(7,421
|
)
|
|
—
|
|
|
(7,421
|
)
|
|||||||
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
17,514
|
|
|
—
|
|
|
—
|
|
|
17,514
|
|
|
—
|
|
|
17,514
|
|
|||||||
Total other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71,143
|
|
|
71,143
|
|
|
1,258
|
|
|
72,401
|
|
|||||||
Redemption of OP Units for common stock
|
|
405,037
|
|
|
4
|
|
|
6,615
|
|
|
—
|
|
|
(74
|
)
|
|
6,545
|
|
|
(6,545
|
)
|
|
—
|
|
|||||||
Balance as of June 30, 2018
|
|
520,493,369
|
|
|
$
|
5,205
|
|
|
$
|
8,619,302
|
|
|
$
|
(303,801
|
)
|
|
$
|
118,954
|
|
|
$
|
8,439,660
|
|
|
$
|
143,917
|
|
|
$
|
8,583,577
|
|
|
|
For the Six Months
Ended June 30,
|
||||||
|
|
2019
|
|
2018
|
||||
Operating Activities:
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
60,574
|
|
|
$
|
(31,768
|
)
|
|
|
|
|
|
||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
266,640
|
|
|
290,950
|
|
||
Share-based compensation expense
|
|
9,222
|
|
|
17,514
|
|
||
Amortization of deferred leasing costs
|
|
5,060
|
|
|
5,833
|
|
||
Amortization of deferred financing costs
|
|
20,158
|
|
|
9,678
|
|
||
Amortization of debt discounts
|
|
4,709
|
|
|
4,508
|
|
||
Provisions for impairment
|
|
7,329
|
|
|
2,274
|
|
||
Gain on sale of property, net of tax
|
|
(43,744
|
)
|
|
(9,443
|
)
|
||
Change in fair value of derivative instruments
|
|
2,170
|
|
|
5,852
|
|
||
Other noncash amounts included in net income (loss)
|
|
785
|
|
|
(1,638
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Other assets, net
|
|
(9,823
|
)
|
|
(7,668
|
)
|
||
Accounts payable and accrued expenses
|
|
48,771
|
|
|
29,688
|
|
||
Resident security deposits
|
|
3,000
|
|
|
5,386
|
|
||
Other liabilities
|
|
491
|
|
|
(10,831
|
)
|
||
Net cash provided by operating activities
|
|
375,342
|
|
|
310,335
|
|
||
|
|
|
|
|
||||
Investing Activities:
|
|
|
|
|
||||
Amounts deposited and held by others
|
|
(966
|
)
|
|
9,273
|
|
||
Acquisition of single-family residential properties
|
|
(246,306
|
)
|
|
(120,149
|
)
|
||
Initial renovations to single-family residential properties
|
|
(18,749
|
)
|
|
(25,750
|
)
|
||
Other capital expenditures for single-family residential properties
|
|
(70,161
|
)
|
|
(60,916
|
)
|
||
Proceeds from sale of single-family residential properties
|
|
336,523
|
|
|
122,820
|
|
||
Purchases of investments in debt securities
|
|
—
|
|
|
(163,719
|
)
|
||
Repayment proceeds from retained debt securities
|
|
35,687
|
|
|
59,213
|
|
||
Other investing activities
|
|
3,163
|
|
|
(10,146
|
)
|
||
Net cash provided by (used in) investing activities
|
|
39,191
|
|
|
(189,374
|
)
|
||
|
|
|
|
|
||||
Financing Activities:
|
|
|
|
|
||||
Payment of dividends and dividend equivalents
|
|
(136,299
|
)
|
|
(114,991
|
)
|
||
Distributions to non-controlling interests
|
|
(1,886
|
)
|
|
(2,033
|
)
|
||
Payment of taxes related to net share settlement of RSUs
|
|
(8,108
|
)
|
|
(7,421
|
)
|
||
Proceeds from mortgage loans
|
|
—
|
|
|
3,274,179
|
|
||
Payments on mortgage loans
|
|
(709,383
|
)
|
|
(3,198,588
|
)
|
||
Proceeds from secured term loan
|
|
403,464
|
|
|
—
|
|
||
Proceeds from revolving facility
|
|
135,000
|
|
|
100,000
|
|
||
Payments on revolving facility
|
|
(135,000
|
)
|
|
(135,000
|
)
|
||
Deferred financing costs paid
|
|
(2,613
|
)
|
|
(42,489
|
)
|
||
Other financing activities
|
|
(244
|
)
|
|
(1,258
|
)
|
||
Net cash used in financing activities
|
|
(455,069
|
)
|
|
(127,601
|
)
|
||
|
|
|
|
|
||||
Change in cash, cash equivalents, and restricted cash
|
|
(40,536
|
)
|
|
(6,640
|
)
|
||
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)
|
|
$
|
319,455
|
|
|
$
|
409,922
|
|
|
|
For the Six Months
Ended June 30,
|
||||||
|
|
2019
|
|
2018
|
||||
Supplemental cash flow disclosures:
|
|
|
|
|
||||
Interest paid, net of amounts capitalized
|
|
$
|
164,766
|
|
|
$
|
174,915
|
|
Cash paid for income taxes
|
|
1,699
|
|
|
1,373
|
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
|
||||
Operating cash flows from operating leases
|
|
2,581
|
|
|
N/A
|
|
||
|
|
|
|
|
||||
Noncash investing and financing activities:
|
|
|
|
|
||||
Accrued renovation improvements at period end
|
|
$
|
6,188
|
|
|
$
|
6,214
|
|
Accrued residential property capital improvements at period end
|
|
12,617
|
|
|
8,879
|
|
||
Transfer of residential property, net to other assets, net for held for sale assets
|
|
198,138
|
|
|
93,888
|
|
||
Change in other comprehensive income (loss) from cash flow hedges
|
|
(257,358
|
)
|
|
66,894
|
|
||
ROU assets obtained in exchange for operating lease liabilities
|
|
1,721
|
|
|
N/A
|
|
||
Capital leases
|
|
N/A
|
|
|
2,448
|
|
|
|
June 30,
2019 |
|
December 31, 2018
|
||||
Land
|
|
$
|
4,522,979
|
|
|
$
|
4,561,441
|
|
Single-family residential property
|
|
13,080,759
|
|
|
13,026,317
|
|
||
Capital improvements
|
|
521,531
|
|
|
525,670
|
|
||
Equipment
|
|
115,715
|
|
|
116,546
|
|
||
Total gross investments in the properties
|
|
18,240,984
|
|
|
18,229,974
|
|
||
Less: accumulated depreciation
|
|
(1,777,457
|
)
|
|
(1,543,914
|
)
|
||
Investments in single-family residential properties, net
|
|
$
|
16,463,527
|
|
|
$
|
16,686,060
|
|
|
|
June 30,
|
|
December 31,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2018
|
|
2017
|
||||||||
Cash and cash equivalents
|
|
$
|
77,046
|
|
|
$
|
166,874
|
|
|
$
|
144,940
|
|
|
$
|
179,878
|
|
Restricted cash
|
|
242,409
|
|
|
243,048
|
|
|
215,051
|
|
|
236,684
|
|
||||
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows
|
|
$
|
319,455
|
|
|
$
|
409,922
|
|
|
$
|
359,991
|
|
|
$
|
416,562
|
|
|
|
June 30,
2019 |
|
December 31, 2018
|
||||
Resident security deposits
|
|
$
|
151,473
|
|
|
$
|
150,346
|
|
Property taxes
|
|
53,052
|
|
|
26,163
|
|
||
Collections
|
|
26,830
|
|
|
26,677
|
|
||
Capital expenditures
|
|
4,906
|
|
|
5,269
|
|
||
Letters of credit
|
|
3,452
|
|
|
3,444
|
|
||
Special and other reserves
|
|
2,696
|
|
|
3,152
|
|
||
Total
|
|
$
|
242,409
|
|
|
$
|
215,051
|
|
|
|
June 30,
2019 |
|
December 31, 2018
|
||||
Investments in debt securities, net
|
|
$
|
331,088
|
|
|
$
|
366,599
|
|
Held for sale assets(1)
|
|
151,012
|
|
|
154,077
|
|
||
Investment in unconsolidated joint venture
|
|
56,026
|
|
|
56,622
|
|
||
Prepaid expenses
|
|
39,577
|
|
|
30,970
|
|
||
Rent and other receivables, net
|
|
29,457
|
|
|
33,117
|
|
||
ROU lease assets — operating and finance, net
|
|
15,980
|
|
|
N/A
|
|
||
Corporate fixed assets, net
|
|
10,881
|
|
|
11,792
|
|
||
Derivative instruments (Note 7)
|
|
7,841
|
|
|
75,405
|
|
||
Deferred leasing costs, net
|
|
6,925
|
|
|
6,316
|
|
||
Amounts deposited and held by others
|
|
4,501
|
|
|
1,010
|
|
||
Deferred financing costs, net
|
|
3,949
|
|
|
5,134
|
|
||
Other
|
|
15,727
|
|
|
18,128
|
|
||
Total
|
|
$
|
672,964
|
|
|
$
|
759,170
|
|
|
(1)
|
As of June 30, 2019 and December 31, 2018, 708 and 738 properties, respectively, are classified as held for sale.
|
|
|
June 30, 2019
|
||||||
|
|
Operating
Leases
|
|
Finance
Leases
|
||||
Other assets
|
|
$
|
14,510
|
|
|
$
|
1,470
|
|
Other liabilities
|
|
15,655
|
|
|
1,462
|
|
||
Weighted average remaining lease term
|
|
4 years
|
|
|
2 years
|
|
||
Weighted average discount rate
|
|
4.0
|
%
|
|
4.0
|
%
|
|
|
|
|
|
|
|
|
|
|
Outstanding Principal Balance(4)
|
||||||
|
|
Origination
Date
|
|
Maturity
Date(1)
|
|
Interest
Rate(2) |
|
Range of Spreads(3)
|
|
June 30,
2019 |
|
December 31, 2018
|
||||
CSH 2016-2
|
|
N/A
|
|
June 7, 2019
|
|
—%
|
|
N/A
|
|
$
|
—
|
|
|
$
|
442,614
|
|
IH 2017-1(5)
|
|
April 28, 2017
|
|
June 9, 2027
|
|
4.23%
|
|
N/A
|
|
995,790
|
|
|
995,826
|
|
||
SWH 2017-1(6)
|
|
September 29, 2017
|
|
October 9, 2019
|
|
3.95%
|
|
102-347 bps
|
|
758,893
|
|
|
764,685
|
|
||
IH 2017-2(6)(7)
|
|
November 9, 2017
|
|
December 9, 2019
|
|
3.70%
|
|
91-231 bps
|
|
734,165
|
|
|
856,238
|
|
||
IH 2018-1(6)
|
|
February 8, 2018
|
|
March 9, 2020
|
|
3.51%
|
|
76-206 bps
|
|
809,506
|
|
|
911,827
|
|
||
IH 2018-2(6)
|
|
May 8, 2018
|
|
June 9, 2020
|
|
3.80%
|
|
95-230 bps
|
|
1,020,651
|
|
|
1,035,749
|
|
||
IH 2018-3(6)
|
|
June 28, 2018
|
|
July 9, 2020
|
|
3.82%
|
|
105-230 bps
|
|
1,284,176
|
|
|
1,296,959
|
|
||
IH 2018-4(6)
|
|
November 7, 2018
|
|
January 9, 2021
|
|
3.81%
|
|
115-225 bps
|
|
951,092
|
|
|
959,578
|
|
||
Total Securitizations
|
|
6,554,273
|
|
|
7,263,476
|
|
||||||||||
Less: deferred financing costs, net
|
|
(44,311
|
)
|
|
(61,822
|
)
|
||||||||||
Total
|
|
$
|
6,509,962
|
|
|
$
|
7,201,654
|
|
|
(1)
|
Maturity date represents repayment date for mortgage loans which have been repaid in full prior to June 30, 2019. For all other mortgage loans, the maturity dates above reflect all extensions that have been exercised.
|
(2)
|
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 June 30, 2019, LIBOR was 2.40%. 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)
|
Range of spreads is based on outstanding principal balances as of June 30, 2019.
|
(4)
|
Outstanding principal balance is net of discounts and does not include deferred financing costs, net.
|
(5)
|
Net of unamortized discount of $2,817 and $2,993 as of June 30, 2019 and December 31, 2018, respectively.
|
(6)
|
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). The maturity dates above reflect all extensions that have been exercised.
|
(7)
|
On July 9, 2019, we voluntarily prepaid $50,000 of outstanding borrowings with unrestricted cash on hand against the outstanding balance of IH 2017-2 (see Note 15).
|
|
|
Maturity
Date
|
|
Interest
Rate(1) |
|
June 30,
2019 |
|
December 31, 2018
|
||||
Secured Term Loan
|
|
June 9, 2031
|
|
3.59%
|
|
$
|
403,464
|
|
|
$
|
—
|
|
Deferred financing costs, net
|
(2,595
|
)
|
|
—
|
|
|||||||
Secured Term Loan, net
|
$
|
400,869
|
|
|
$
|
—
|
|
|
(1)
|
The Secured Term Loan bears interest at a fixed rate of 3.59% per annum including applicable servicing fees for the first 11 years and bears interest at a floating rate based on a spread of 147 bps, including applicable servicing fees, over one month LIBOR (subject to certain adjustments as outlined in the loan agreement) for the twelfth year. Interest payments are made monthly.
|
|
(1)
|
Interest rates for the Term Loan Facility and the Revolving Facility are based on LIBOR plus an applicable margin. As of June 30, 2019, the applicable margins were 1.70% and 1.75%, respectively, and LIBOR was 2.40%.
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal Amount
|
||||||
|
|
Coupon
Rate |
|
Effective
Rate(1) |
|
Conversion
Rate(2) |
|
Maturity
Date |
|
Remaining Amortization
Period |
|
June 30,
2019 |
|
December 31, 2018
|
||||
2019 Convertible Notes
|
|
3.00%
|
|
4.92%
|
|
54.5954
|
|
July 1, 2019
|
|
N/A
|
|
$
|
229,989
|
|
|
$
|
229,993
|
|
2022 Convertible Notes
|
|
3.50%
|
|
5.12%
|
|
43.7694
|
|
January 15, 2022
|
|
2.55 years
|
|
345,000
|
|
|
345,000
|
|
||
Total
|
574,989
|
|
|
574,993
|
|
|||||||||||||
Net unamortized fair value adjustment
|
(13,159
|
)
|
|
(17,692
|
)
|
|||||||||||||
Total
|
$
|
561,830
|
|
|
$
|
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 June 30, 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. Substantially all of the principal amount of the 2019 Convertible Notes was settled on July 1, 2019, through the issuance of 12,553,864 shares of our common stock (see Note 15). As of June 30, 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)
|
|
Secured Term Loan
|
|
Term Loan Facility
|
|
Revolving Facility
|
|
Convertible Senior Notes
|
|
Total
|
||||||||||||
Remainder of 2019
|
|
$
|
1,493,058
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
229,989
|
|
|
$
|
1,723,047
|
|
2020
|
|
3,114,333
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,114,333
|
|
||||||
2021
|
|
951,092
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
951,092
|
|
||||||
2022
|
|
—
|
|
|
—
|
|
|
1,500,000
|
|
|
—
|
|
|
345,000
|
|
|
1,845,000
|
|
||||||
2023
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Thereafter
|
|
995,790
|
|
|
403,464
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,399,254
|
|
||||||
Total
|
|
6,554,273
|
|
|
403,464
|
|
|
1,500,000
|
|
|
—
|
|
|
574,989
|
|
|
9,032,726
|
|
||||||
Less: deferred financing costs, net
|
|
(44,311
|
)
|
|
(2,595
|
)
|
|
(7,696
|
)
|
|
—
|
|
|
—
|
|
|
(54,602
|
)
|
||||||
Less: unamortized fair value adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,159
|
)
|
|
(13,159
|
)
|
||||||
Total
|
|
$
|
6,509,962
|
|
|
$
|
400,869
|
|
|
$
|
1,492,304
|
|
|
$
|
—
|
|
|
$
|
561,830
|
|
|
$
|
8,964,965
|
|
|
(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 |
|
June 30,
2019 |
|
December 31, 2018
|
|
Balance
Sheet Location |
|
June 30,
2019 |
|
December 31, 2018
|
||||||||
Derivatives designated as
hedging instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
|
Other
assets |
|
$
|
7,833
|
|
|
$
|
74,929
|
|
|
Other
liabilities |
|
$
|
280,788
|
|
|
$
|
90,527
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives not designated as
hedging instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate caps
|
|
Other
assets |
|
8
|
|
|
476
|
|
|
Other
liabilities |
|
7
|
|
|
440
|
|
||||
Total
|
|
|
|
$
|
7,841
|
|
|
$
|
75,405
|
|
|
|
|
$
|
280,795
|
|
|
$
|
90,967
|
|
|
|
June 30, 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
|
|
$
|
7,841
|
|
|
$
|
—
|
|
|
$
|
7,841
|
|
|
$
|
(2,841
|
)
|
|
$
|
—
|
|
|
$
|
5,000
|
|
Offsetting liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivatives
|
|
$
|
280,795
|
|
|
$
|
—
|
|
|
$
|
280,795
|
|
|
$
|
(2,841
|
)
|
|
$
|
—
|
|
|
$
|
277,954
|
|
|
|
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 Reclassified from Accumulated OCI into Net Income (Loss)
|
|
Amount of Gain 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 June 30,
|
|
|
For the Three Months Ended June 30,
|
|
For the Three Months Ended June 30,
|
|||||||||||||||||||
|
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|||||||||||||
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
|
$
|
(148,599
|
)
|
|
$
|
15,826
|
|
|
Interest expense
|
|
$
|
7,891
|
|
|
$
|
3,596
|
|
|
$
|
95,706
|
|
|
$
|
97,226
|
|
|
|
Location of
Gain (Loss) Recognized in Net Income (Loss) on Derivative |
|
Amount of Loss Recognized in Net Income (Loss) on Derivative
|
||||||
|
|
|
For the Three Months
Ended June 30,
|
|||||||
|
|
|
2019
|
|
2018
|
|||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||
Interest rate caps
|
|
Interest expense
|
|
$
|
1
|
|
|
$
|
(598
|
)
|
|
|
Amount of Gain (Loss) Recognized in OCI on Derivative
|
|
Location of Gain Reclassified from Accumulated OCI into Net Income (Loss)
|
|
Amount of Gain Reclassified from Accumulated OCI into Net Income (Loss)
|
|
Total Amount of Interest Expense Presented in the Condensed Consolidated Statements of Operations
|
||||||||||||||||||
|
|
For the Six Months
Ended June 30, |
|
|
For the Six Months
Ended June 30, |
|
For the Six Months
Ended June 30, |
|||||||||||||||||||
|
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|||||||||||||
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
|
$
|
(236,467
|
)
|
|
$
|
75,726
|
|
|
Interest expense
|
|
$
|
18,754
|
|
|
$
|
3,325
|
|
|
$
|
189,689
|
|
|
$
|
189,525
|
|
|
|
Record Date
|
|
Amount
per Share
|
|
Pay Date
|
|
Total Amount Declared
|
||||
Q2-2019
|
|
May 15, 2019
|
|
$
|
0.13
|
|
|
May 31, 2019
|
|
$
|
68,334
|
|
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
|
|
•
|
Annual LTIP Awards Granted: During the six months ended June 30, 2019, we granted 529,901 RSUs pursuant to LTIP awards (together with previously granted annual LTIP awards, “LTIP Awards”). Each award includes components which vest based on time-vesting conditions, market based vesting conditions, and performance based vesting conditions, each of which is subject to continued employment through the applicable vesting date. The time-vesting RSUs granted during the six months ended June 30, 2019 vest in three equal annual installments based on an anniversary date of March 1, 2019. The PRSUs granted during the six months ended June 30, 2019 may be earned based on the achievement of certain measures over a three year performance period. The number of PRSUs earned will be determined based on performance achieved during the performance period for each measure at certain threshold, target, or maximum levels and corresponding payout ranges. In general, the LTIP PRSUs are earned after the end of the performance period on the date on which the performance results are certified by our compensation and management development committee (the “Compensation Committee”).
|
•
|
PRSU Results: During the six months ended June 30, 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(1)
|
|||||||||||||||
|
|
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
|
|
239,412
|
|
|
23.38
|
|
|
367,585
|
|
|
24.26
|
|
|
606,997
|
|
|
23.91
|
|
|||
Vested(2)
|
|
(1,069,264
|
)
|
|
(21.46
|
)
|
|
(83,938
|
)
|
|
(21.21
|
)
|
|
(1,153,202
|
)
|
|
(21.44
|
)
|
|||
Forfeited / canceled
|
|
(66,417
|
)
|
|
(21.95
|
)
|
|
(231,574
|
)
|
|
(21.60
|
)
|
|
(297,991
|
)
|
|
(21.68
|
)
|
|||
Balance, June 30, 2019
|
|
699,375
|
|
|
$
|
22.46
|
|
|
940,806
|
|
|
$
|
23.14
|
|
|
1,640,181
|
|
|
$
|
22.85
|
|
|
(1)
|
Total share-based awards excludes Outperformance Awards.
|
(2)
|
All vested share-based awards are included in basic EPS for the periods after each awards vest date. During the six months ended June 30, 2019, 1,069,264 time-vesting RSUs and 83,938 PRSUs with an estimated fair value of $30,107 fully vested. During the six months ended June 30, 2019, vested awards include the acceleration of 296,291 RSUs pursuant to the terms and conditions of the Omnibus Incentive Plan and related award agreements.
|
|
|
For the Six Months Ended June 30, 2019
|
Expected volatility(1)
|
|
17.2% - 17.4%
|
Risk-free rate
|
|
2.25% - 2.42%
|
Expected holding period
|
|
2.84 - 2.92 years
|
|
(1)
|
Expected volatility was estimated based on the historical volatility of INVH’s realized returns and the applicable index.
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months
Ended June 30, |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
General and administrative
|
|
$
|
2,795
|
|
|
$
|
6,774
|
|
|
$
|
7,715
|
|
|
$
|
14,328
|
|
Property management expense
|
|
820
|
|
|
1,242
|
|
|
1,507
|
|
|
3,186
|
|
||||
Total
|
|
$
|
3,615
|
|
|
$
|
8,016
|
|
|
$
|
9,222
|
|
|
$
|
17,514
|
|
|
|
|
|
June 30, 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
|
|
$
|
331,088
|
|
|
$
|
332,229
|
|
|
$
|
366,599
|
|
|
$
|
365,196
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities carried at historical cost on the condensed consolidated balance sheets:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mortgage loans(2)
|
|
Level 2
|
|
$
|
6,554,273
|
|
|
$
|
6,576,873
|
|
|
$
|
7,263,476
|
|
|
$
|
7,235,685
|
|
Secured Term Loan(3)
|
|
Level 3
|
|
403,464
|
|
|
407,300
|
|
|
—
|
|
|
—
|
|
||||
Term Loan Facility(4)
|
|
Level 3
|
|
1,500,000
|
|
|
1,501,037
|
|
|
1,500,000
|
|
|
1,500,773
|
|
||||
Convertible Senior Notes(5)
|
|
Level 3
|
|
561,830
|
|
|
558,344
|
|
|
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 $44,311 and $61,822 of deferred financing costs as of June 30, 2019 and December 31, 2018, respectively.
|
(3)
|
The carrying value of the Secured Term Loan excludes $2,595 of deferred financing costs as of June 30, 2019.
|
(4)
|
The carrying value of the Term Loan Facility excludes $7,696 and $9,140 of deferred financing costs as of June 30, 2019 and December 31, 2018, respectively.
|
(5)
|
The carrying values of the Convertible Senior Notes include unamortized discounts of $13,159 and $17,692 as of June 30, 2019 and December 31, 2018, respectively.
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended
June 30, |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Investments in single-family residential properties, net held for use (Level 3):
|
|
|
|
|
|
|
|
|
||||||||
Pre-impairment amount
|
|
$
|
7,313
|
|
|
$
|
764
|
|
|
$
|
7,553
|
|
|
$
|
764
|
|
Total impairments
|
|
(1,788
|
)
|
|
(176
|
)
|
|
(1,818
|
)
|
|
(176
|
)
|
||||
Fair value
|
|
$
|
5,525
|
|
|
$
|
588
|
|
|
$
|
5,735
|
|
|
$
|
588
|
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended
June 30, |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Investments in single-family residential properties, net held for sale (Level 3):
|
|
|
|
|
|
|
|
|
||||||||
Pre-impairment amount
|
|
$
|
12,090
|
|
|
$
|
9,183
|
|
|
$
|
31,114
|
|
|
$
|
12,408
|
|
Total impairments
|
|
(2,288
|
)
|
|
(1,495
|
)
|
|
(5,511
|
)
|
|
(2,098
|
)
|
||||
Fair value
|
|
$
|
9,802
|
|
|
$
|
7,688
|
|
|
$
|
25,603
|
|
|
$
|
10,310
|
|
|
|
For the Three Months
Ended June 30, |
|
For the Six Months
Ended June 30, |
||||||||||||
(in thousands, except share and per share data)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) available to common stockholders — basic and diluted
|
|
$
|
38,833
|
|
|
$
|
(14,155
|
)
|
|
$
|
59,549
|
|
|
$
|
(31,646
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding — basic
|
|
525,070,036
|
|
|
520,509,058
|
|
|
523,265,455
|
|
|
520,087,371
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
||||||||
Incremental shares attributed to non-vested share-based awards
|
|
863,607
|
|
|
—
|
|
|
925,014
|
|
|
—
|
|
||||
Weighted average common shares outstanding — diluted
|
|
525,933,643
|
|
|
520,509,058
|
|
|
524,190,469
|
|
|
520,087,371
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per common share — basic
|
|
$
|
0.07
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.11
|
|
|
$
|
(0.06
|
)
|
Net income (loss) per common share — diluted
|
|
$
|
0.07
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.11
|
|
|
$
|
(0.06
|
)
|
|
|
Operating
Leases
|
|
Finance
Leases
|
||||
Remainder of 2019
|
|
$
|
2,238
|
|
|
$
|
316
|
|
2020
|
|
4,552
|
|
|
621
|
|
||
2021
|
|
4,169
|
|
|
543
|
|
||
2022
|
|
2,713
|
|
|
41
|
|
||
2023
|
|
1,565
|
|
|
—
|
|
||
Thereafter
|
|
1,835
|
|
|
—
|
|
||
Total lease payments
|
|
17,072
|
|
|
1,521
|
|
||
Less: imputed interest
|
|
(1,417
|
)
|
|
(59
|
)
|
||
Total lease liability
|
|
$
|
15,655
|
|
|
$
|
1,462
|
|
|
|
For the Three Months Ended June 30, 2019
|
|
For the Six Months Ended June 30, 2019
|
||||
Operating lease cost:
|
|
|
|
|
||||
Fixed lease cost
|
|
$
|
916
|
|
|
$
|
1,897
|
|
Variable lease cost
|
|
356
|
|
|
699
|
|
||
Total operating lease cost
|
|
$
|
1,272
|
|
|
$
|
2,596
|
|
|
|
Lease Payments to be Received
|
||
Remainder of 2019
|
|
$
|
645,097
|
|
2020
|
|
417,831
|
|
|
2021
|
|
42,085
|
|
|
2022
|
|
—
|
|
|
2023
|
|
—
|
|
|
Thereafter
|
|
—
|
|
|
Total
|
|
$
|
1,105,013
|
|
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
|
|
8,163
|
|
95.1%
|
|
$2,397
|
|
$1.42
|
|
13.3
|
%
|
Northern California
|
|
4,449
|
|
95.6%
|
|
2,066
|
|
1.34
|
|
6.5
|
%
|
Seattle
|
|
3,412
|
|
94.9%
|
|
2,177
|
|
1.14
|
|
5.3
|
%
|
Phoenix
|
|
7,592
|
|
95.5%
|
|
1,350
|
|
0.83
|
|
7.4
|
%
|
Las Vegas
|
|
2,963
|
|
96.4%
|
|
1,603
|
|
0.80
|
|
3.3
|
%
|
Denver
|
|
2,240
|
|
92.7%
|
|
1,971
|
|
1.10
|
|
3.1
|
%
|
Western United States Subtotal
|
|
28,819
|
|
95.2%
|
|
1,930
|
|
1.12
|
|
38.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Florida:
|
|
|
|
|
|
|
|
|
|
|
|
South Florida
|
|
8,789
|
|
93.3%
|
|
2,183
|
|
1.17
|
|
13.0
|
%
|
Tampa
|
|
8,211
|
|
94.9%
|
|
1,660
|
|
0.89
|
|
9.5
|
%
|
Orlando
|
|
5,943
|
|
94.5%
|
|
1,644
|
|
0.89
|
|
6.8
|
%
|
Jacksonville
|
|
1,877
|
|
95.3%
|
|
1,660
|
|
0.84
|
|
2.2
|
%
|
Florida Subtotal
|
|
24,820
|
|
94.2%
|
|
1,840
|
|
0.99
|
|
31.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Southeast United States:
|
|
|
|
|
|
|
|
|
|
|
|
Atlanta
|
|
12,430
|
|
95.1%
|
|
1,498
|
|
0.73
|
|
12.8
|
%
|
Carolinas
|
|
4,693
|
|
94.7%
|
|
1,576
|
|
0.73
|
|
5.1
|
%
|
Nashville
|
|
797
|
|
94.5%
|
|
1,861
|
|
0.87
|
|
1.0
|
%
|
Southeast United States Subtotal
|
|
17,920
|
|
94.9%
|
|
1,535
|
|
0.74
|
|
18.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Texas:
|
|
|
|
|
|
|
|
|
|
|
|
Houston
|
|
2,313
|
|
92.5%
|
|
1,550
|
|
0.79
|
|
2.4
|
%
|
Dallas
|
|
2,202
|
|
92.6%
|
|
1,778
|
|
0.84
|
|
2.7
|
%
|
Texas Subtotal
|
|
4,515
|
|
92.5%
|
|
1,660
|
|
0.82
|
|
5.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Midwest United States:
|
|
|
|
|
|
|
|
|
|
|
|
Chicago
|
|
3,095
|
|
91.6%
|
|
1,977
|
|
1.21
|
|
4.0
|
%
|
Minneapolis
|
|
1,153
|
|
96.3%
|
|
1,878
|
|
0.95
|
|
1.6
|
%
|
Midwest United States Subtotal
|
|
4,248
|
|
92.8%
|
|
1,950
|
|
1.13
|
|
5.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Total / Average
|
|
80,322
|
|
94.6%
|
|
$1,800
|
|
$0.97
|
|
100.0
|
%
|
Same Store Total / Average
|
|
72,787
|
|
96.5%
|
|
$1,804
|
|
$0.97
|
|
92.4
|
%
|
|
(1)
|
As of June 30, 2019.
|
(2)
|
Represents average occupancy for the three months ended June 30, 2019.
|
(3)
|
Represents average monthly rent for the three months ended June 30, 2019.
|
(4)
|
Represents the percentage of rental revenues and other property income generated in each market for the three months ended June 30, 2019.
|
|
|
For the Three Months
Ended June 30, |
|
|
|
|
|||||||||
($ in thousands)
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Rental revenues and other property income
|
|
$
|
441,582
|
|
|
$
|
432,426
|
|
|
$
|
9,156
|
|
|
2.1
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Expenses:
|
|
|
|
|
|
|
|
|
|||||||
Property operating and maintenance
|
|
166,574
|
|
|
165,423
|
|
|
1,151
|
|
|
0.7
|
%
|
|||
Property management expense
|
|
16,021
|
|
|
14,348
|
|
|
1,673
|
|
|
11.7
|
%
|
|||
General and administrative
|
|
15,956
|
|
|
24,636
|
|
|
(8,680
|
)
|
|
(35.2
|
)%
|
|||
Interest expense
|
|
95,706
|
|
|
97,226
|
|
|
(1,520
|
)
|
|
(1.6
|
)%
|
|||
Depreciation and amortization
|
|
133,031
|
|
|
146,450
|
|
|
(13,419
|
)
|
|
(9.2
|
)%
|
|||
Impairment and other
|
|
1,671
|
|
|
4,103
|
|
|
(2,432
|
)
|
|
(59.3
|
)%
|
|||
Total expenses
|
|
428,959
|
|
|
452,186
|
|
|
(23,227
|
)
|
|
(5.1
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Other, net
|
|
610
|
|
|
1,631
|
|
|
(1,021
|
)
|
|
(62.6
|
)%
|
|||
Gain on sale of property, net of tax
|
|
26,172
|
|
|
3,941
|
|
|
22,231
|
|
|
564.1
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Net income (loss)
|
|
$
|
39,405
|
|
|
$
|
(14,188
|
)
|
|
$
|
53,593
|
|
|
377.7
|
%
|
|
|
For the Six Months
Ended June 30, |
|
|
|
|
|||||||||
($ in thousands)
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Rental revenues and other property income
|
|
$
|
877,082
|
|
|
$
|
856,095
|
|
|
$
|
20,987
|
|
|
2.5
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Expenses:
|
|
|
|
|
|
|
|
|
|||||||
Property operating and maintenance
|
|
326,920
|
|
|
326,190
|
|
|
730
|
|
|
0.2
|
%
|
|||
Property management expense
|
|
31,181
|
|
|
31,512
|
|
|
(331
|
)
|
|
(1.1
|
)%
|
|||
General and administrative
|
|
42,494
|
|
|
52,272
|
|
|
(9,778
|
)
|
|
(18.7
|
)%
|
|||
Interest expense
|
|
189,689
|
|
|
189,525
|
|
|
164
|
|
|
0.1
|
%
|
|||
Depreciation and amortization
|
|
266,640
|
|
|
290,950
|
|
|
(24,310
|
)
|
|
(8.4
|
)%
|
|||
Impairment and other
|
|
7,063
|
|
|
10,224
|
|
|
(3,161
|
)
|
|
(30.9
|
)%
|
|||
Total expenses
|
|
863,987
|
|
|
900,673
|
|
|
(36,686
|
)
|
|
(4.1
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Other, net
|
|
3,735
|
|
|
3,367
|
|
|
368
|
|
|
10.9
|
%
|
|||
Gain on sale of property, net of tax
|
|
43,744
|
|
|
9,443
|
|
|
34,301
|
|
|
363.2
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Net income (loss)
|
|
$
|
60,574
|
|
|
$
|
(31,768
|
)
|
|
$
|
92,342
|
|
|
290.7
|
%
|
|
|
|
|
|
|
|
|
|
|
Outstanding Principal Balance(5)
|
||||||
($ in thousands)
|
|
Maturity
Date(1) |
|
Maturity Date if
Fully Extended(2)
|
|
Interest
Rate(3)
|
|
Range of Spreads(4)
|
|
June 30,
2019 |
|
December 31, 2018
|
||||
CSH 2016-2
|
|
June 7, 2019
|
|
N/A
|
|
—%
|
|
N/A
|
|
$
|
—
|
|
|
$
|
442,614
|
|
IH 2017-1(6)
|
|
June 9, 2027
|
|
June 9, 2027
|
|
4.23%
|
|
N/A
|
|
995,790
|
|
|
995,826
|
|
||
SWH 2017-1(7)
|
|
October 9, 2019
|
|
January 9, 2023
|
|
3.95%
|
|
102-347 bps
|
|
758,893
|
|
|
764,685
|
|
||
IH 2017-2(7)(8)
|
|
December 9, 2019
|
|
December 9, 2024
|
|
3.70%
|
|
91-231 bps
|
|
734,165
|
|
|
856,238
|
|
||
IH 2018-1(7)
|
|
March 9, 2020
|
|
March 9, 2025
|
|
3.51%
|
|
76-206 bps
|
|
809,506
|
|
|
911,827
|
|
||
IH 2018-2(7)
|
|
June 9, 2020
|
|
June 9, 2025
|
|
3.80%
|
|
95-230 bps
|
|
1,020,651
|
|
|
1,035,749
|
|
||
IH 2018-3(7)
|
|
July 9, 2020
|
|
July 9, 2025
|
|
3.82%
|
|
105-230 bps
|
|
1,284,176
|
|
|
1,296,959
|
|
||
IH 2018-4(6)
|
|
January 9, 2021
|
|
January 9, 2026
|
|
3.81%
|
|
115-225 bps
|
|
951,092
|
|
|
959,578
|
|
||
Total Securitizations
|
|
6,554,273
|
|
|
7,263,476
|
|
||||||||||
Less: deferred financing costs, net
|
|
(44,311
|
)
|
|
(61,822
|
)
|
||||||||||
Total
|
|
$
|
6,509,962
|
|
|
$
|
7,201,654
|
|
|
(1)
|
Maturity date represents repayment date for mortgage loans which have been repaid in full prior to June 30, 2019. For all other mortgage loans, the maturity dates above reflect all extensions that have been exercised.
|
(2)
|
Represents the maturity date if we exercise each of the remaining one year extension options available, which are subject to certain conditions being met.
|
(3)
|
Except for IH 2017-1, interest rates are based on a weighted average spread over LIBOR, plus applicable servicing fees; as of June 30, 2019, LIBOR was 2.40%. 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.
|
(4)
|
Range of spreads is based on outstanding principal balances as of June 30, 2019.
|
(5)
|
Outstanding principal balance is net of discounts and does not include deferred financing costs, net.
|
(6)
|
Net of unamortized discount of $2.8 million and $3.0 million as of June 30, 2019 and December 31, 2018, respectively.
|
(7)
|
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). The maturity dates above reflect all extensions that have been exercised.
|
(8)
|
On July 9, 2019, we voluntarily prepaid $50.0 million of outstanding borrowings with unrestricted cash on hand against the outstanding balance of IH 2017-2.
|
|
(1)
|
The Secured Term Loan bears interest at a fixed rate of 3.59% per annum including applicable servicing fees for the first 11 years and bears interest at a floating rate based on a spread of 147 bps, including applicable servicing fees, over one month LIBOR (subject to certain adjustments as outlined in the loan agreement) for the twelfth year. Interest payments are made monthly.
|
($ in thousands)
|
|
Maturity
Date |
|
Interest
Rate(1) |
|
June 30,
2019 |
|
December 31, 2018
|
||||
Term Loan Facility
|
|
February 6, 2022
|
|
4.10%
|
|
$
|
1,500,000
|
|
|
$
|
1,500,000
|
|
Deferred financing costs, net
|
(7,696
|
)
|
|
(9,140
|
)
|
|||||||
Term Loan Facility, net
|
$
|
1,492,304
|
|
|
$
|
1,490,860
|
|
|||||
|
|
|
|
|||||||||
Revolving Facility
|
February 6, 2021
|
|
4.15%
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(1)
|
Interest rates for the Term Loan Facility and the Revolving Facility are based on LIBOR plus an applicable margin. As of June 30, 2019, the applicable margins were 1.70% and 1.75%, respectively, and LIBOR was 2.40%.
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal Amount
|
||||||
($ in thousands)
|
|
Coupon
Rate |
|
Effective
Rate(1) |
|
Conversion
Rate(2) |
|
Maturity
Date |
|
Remaining Amortization
Period |
|
June 30,
2019 |
|
December 31, 2018
|
||||
2019 Convertible Notes
|
|
3.00%
|
|
4.92%
|
|
54.5954
|
|
July 1, 2019
|
|
N/A
|
|
$
|
229,989
|
|
|
$
|
229,993
|
|
2022 Convertible Notes
|
|
3.50%
|
|
5.12%
|
|
43.7694
|
|
January 15, 2022
|
|
2.55 years
|
|
345,000
|
|
|
345,000
|
|
||
Total
|
574,989
|
|
|
574,993
|
|
|||||||||||||
Net unamortized fair value adjustment
|
(13,159
|
)
|
|
(17,692
|
)
|
|||||||||||||
Total
|
$
|
561,830
|
|
|
$
|
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 June 30, 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. Substantially all of the principal amount of the 2019 Convertible Notes was settled on July 1, 2019, through the issuance of 12,553,864 shares of our common stock. As of June 30, 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 Six Months
Ended June 30, |
|
|
|
|
|||||||||
($ in thousands)
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Net cash provided by operating activities
|
|
$
|
375,342
|
|
|
$
|
310,335
|
|
|
$
|
65,007
|
|
|
20.9
|
%
|
Net cash provided by (used in) investing activities
|
|
39,191
|
|
|
(189,374
|
)
|
|
228,565
|
|
|
120.7
|
%
|
|||
Net cash used in financing activities
|
|
(455,069
|
)
|
|
(127,601
|
)
|
|
(327,468
|
)
|
|
(256.6
|
)%
|
|||
Change in cash, cash equivalents, and restricted cash
|
|
$
|
(40,536
|
)
|
|
$
|
(6,640
|
)
|
|
$
|
(33,896
|
)
|
|
(510.5
|
)%
|
($ in thousands)
|
|
Total
|
|
2019(1)
|
|
2020-2021
|
|
2022-2023
|
|
Thereafter
|
||||||||||
Mortgage loans, net(2)(3)
|
|
$
|
8,088,460
|
|
|
$
|
128,466
|
|
|
$
|
510,373
|
|
|
$
|
1,238,898
|
|
|
$
|
6,210,723
|
|
Secured Term Loan
|
|
576,456
|
|
|
7,297
|
|
|
28,991
|
|
|
28,951
|
|
|
511,217
|
|
|||||
Term Loan Facility, net(2)
|
|
1,662,633
|
|
|
31,433
|
|
|
124,879
|
|
|
1,506,321
|
|
|
—
|
|
|||||
Revolving Facility(2)(3)(4)
|
|
9,256
|
|
|
1,789
|
|
|
7,107
|
|
|
360
|
|
|
—
|
|
|||||
Convertible Senior Notes(5)
|
|
614,664
|
|
|
239,476
|
|
|
24,150
|
|
|
351,038
|
|
|
—
|
|
|||||
Derivative instruments(6)
|
|
116,728
|
|
|
2,801
|
|
|
31,892
|
|
|
48,247
|
|
|
33,788
|
|
|||||
Purchase commitments(7)
|
|
39,579
|
|
|
39,579
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases
|
|
17,072
|
|
|
2,238
|
|
|
8,721
|
|
|
4,278
|
|
|
1,835
|
|
|||||
Finance leases(8)
|
|
11,113
|
|
|
700
|
|
|
5,768
|
|
|
4,645
|
|
|
—
|
|
|||||
Total
|
|
$
|
11,135,961
|
|
|
$
|
453,779
|
|
|
$
|
741,881
|
|
|
$
|
3,182,738
|
|
|
$
|
6,757,563
|
|
|
(1)
|
Includes estimated payments for the remaining six months of 2019.
|
(2)
|
Includes estimated interest payments on the respective debt based on amounts outstanding as of June 30, 2019 at rates in effect as of such date; as of June 30, 2019, LIBOR was 2.40%.
|
(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 included in 2019 maturities presented above was settled on July 1, 2019 through the issuance of 12,553,864 shares of common stock.
|
(6)
|
Includes interest rate swap and interest rate cap obligations calculated using LIBOR as of June 30, 2019, or 2.40%.
|
(7)
|
Represents commitments to acquire 146 single-family rental homes as of June 30, 2019.
|
(8)
|
Includes approximately $9.6 million of finance leases for fleet vehicles which have been entered into and are anticipated to commence during the next nine months.
|
|
|
For the Three Months
Ended June 30, |
|
For the Six Months
Ended June 30, |
||||||||||||
($ in thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income (loss) available to common stockholders
|
|
$
|
38,833
|
|
|
$
|
(14,155
|
)
|
|
$
|
59,549
|
|
|
$
|
(31,646
|
)
|
Net income available to participating securities
|
|
109
|
|
|
209
|
|
|
215
|
|
|
431
|
|
||||
Non-controlling interests
|
|
463
|
|
|
(242
|
)
|
|
810
|
|
|
(553
|
)
|
||||
Interest expense
|
|
95,706
|
|
|
97,226
|
|
|
189,689
|
|
|
189,525
|
|
||||
Depreciation and amortization
|
|
133,031
|
|
|
146,450
|
|
|
266,640
|
|
|
290,950
|
|
||||
EBITDA
|
|
268,142
|
|
|
229,488
|
|
|
516,903
|
|
|
448,707
|
|
||||
Gain on sale of property, net of tax
|
|
(26,172
|
)
|
|
(3,941
|
)
|
|
(43,744
|
)
|
|
(9,443
|
)
|
||||
Impairment on depreciated real estate investments
|
|
4,076
|
|
|
1,671
|
|
|
7,329
|
|
|
2,274
|
|
||||
EBITDAre
|
|
246,046
|
|
|
227,218
|
|
|
480,488
|
|
|
441,538
|
|
||||
Share-based compensation expense(1)
|
|
3,615
|
|
|
8,016
|
|
|
9,222
|
|
|
17,514
|
|
||||
Merger and transaction-related expenses(2)
|
|
1,552
|
|
|
4,236
|
|
|
4,347
|
|
|
8,603
|
|
||||
Severance
|
|
375
|
|
|
1,681
|
|
|
7,344
|
|
|
4,340
|
|
||||
Casualty losses, net(3)
|
|
(2,405
|
)
|
|
2,432
|
|
|
(266
|
)
|
|
7,950
|
|
||||
Other, net(4)
|
|
(610
|
)
|
|
(1,631
|
)
|
|
(3,735
|
)
|
|
(3,367
|
)
|
||||
Adjusted EBITDAre
|
|
$
|
248,573
|
|
|
$
|
241,952
|
|
|
$
|
497,400
|
|
|
$
|
476,578
|
|
|
(1)
|
For the three months ended June 30, 2019 and 2018, $2,795 and $6,774 was recorded in general and administrative expense, respectively, and $820 and $1,242 was recorded in property management expense, respectively. For the six months ended June 30, 2019 and 2018, $7,715 and $14,328 was recorded in general and administrative expense, respectively, and $1,507 and $3,186 was recorded in property management expense, respectively.
|
(2)
|
Includes merger and transaction-related expenses included within general and administrative.
|
(3)
|
Includes $1,238 and $5,421 for losses/damages related to Hurricanes Irma and Harvey for the three and six months ended June 30, 2018, respectively.
|
(4)
|
Includes interest income and other miscellaneous income and expenses.
|
|
|
For the Three Months
Ended June 30, |
|
For the Six Months
Ended June 30, |
||||||||||||
($ in thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income (loss) available to common stockholders
|
|
$
|
38,833
|
|
|
$
|
(14,155
|
)
|
|
$
|
59,549
|
|
|
$
|
(31,646
|
)
|
Net income available to participating securities
|
|
109
|
|
|
209
|
|
|
215
|
|
|
431
|
|
||||
Non-controlling interests
|
|
463
|
|
|
(242
|
)
|
|
810
|
|
|
(553
|
)
|
||||
Interest expense
|
|
95,706
|
|
|
97,226
|
|
|
189,689
|
|
|
189,525
|
|
||||
Depreciation and amortization
|
|
133,031
|
|
|
146,450
|
|
|
266,640
|
|
|
290,950
|
|
||||
General and administrative(1)
|
|
15,956
|
|
|
24,636
|
|
|
42,494
|
|
|
52,272
|
|
||||
Property management expense(2)
|
|
16,021
|
|
|
14,348
|
|
|
31,181
|
|
|
31,512
|
|
||||
Impairment and other(3)
|
|
1,671
|
|
|
4,103
|
|
|
7,063
|
|
|
10,224
|
|
||||
Gain on sale of property, net of tax
|
|
(26,172
|
)
|
|
(3,941
|
)
|
|
(43,744
|
)
|
|
(9,443
|
)
|
||||
Other, net(4)
|
|
(610
|
)
|
|
(1,631
|
)
|
|
(3,735
|
)
|
|
(3,367
|
)
|
||||
NOI (total portfolio)
|
|
275,008
|
|
|
267,003
|
|
|
550,162
|
|
|
529,905
|
|
||||
Non-Same Store NOI
|
|
(17,993
|
)
|
|
(24,797
|
)
|
|
(35,507
|
)
|
|
(47,943
|
)
|
||||
NOI (Same Store portfolio)(5)
|
|
$
|
257,015
|
|
|
$
|
242,206
|
|
|
$
|
514,655
|
|
|
$
|
481,962
|
|
|
(1)
|
Includes $2,795 and $6,774 of share-based compensation expense for the three months ended June 30, 2019 and 2018, respectively. Includes $7,715 and $14,328 of share-based compensation expense for the six months ended June 30, 2019 and 2018, respectively.
|
(2)
|
Includes $820 and $1,242 of share-based compensation expense for the three months ended June 30, 2019 and 2018, respectively. Includes $1,507 and $3,186 of share-based compensation expense for the six months ended June 30, 2019 and 2018, respectively.
|
(3)
|
Includes $1,238 and $5,421 for losses/damages related to Hurricanes Irma and Harvey for the three and six months ended June 30, 2018, respectively.
|
(4)
|
Includes interest income and other miscellaneous income and expenses.
|
(5)
|
The Same Store portfolio totaled 72,787 homes for the six months ended June 30, 2019 and 2018.
|
|
|
For the Three Months
Ended June 30, |
|
For the Six Months
Ended June 30, |
||||||||||||
(in thousands, except shares and per share data)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income (loss) available to common stockholders
|
|
$
|
38,833
|
|
|
$
|
(14,155
|
)
|
|
$
|
59,549
|
|
|
$
|
(31,646
|
)
|
Add (deduct) adjustments from net income (loss) to derive FFO:
|
|
|
|
|
|
|
|
|
||||||||
Net income available to participating securities
|
|
109
|
|
|
209
|
|
|
215
|
|
|
431
|
|
||||
Non-controlling interests
|
|
463
|
|
|
(242
|
)
|
|
810
|
|
|
(553
|
)
|
||||
Depreciation and amortization on real estate assets
|
|
131,782
|
|
|
144,947
|
|
|
264,302
|
|
|
288,055
|
|
||||
Impairment on depreciated real estate investments
|
|
4,076
|
|
|
1,671
|
|
|
7,329
|
|
|
2,274
|
|
||||
Net gain on sale of previously depreciated investments in real estate
|
|
(26,172
|
)
|
|
(3,941
|
)
|
|
(43,744
|
)
|
|
(9,443
|
)
|
||||
FFO
|
|
149,091
|
|
|
128,489
|
|
|
288,461
|
|
|
249,118
|
|
||||
Noncash interest expense related to amortization of deferred financing costs, loan discounts, and noncash interest expense from derivatives
|
|
12,172
|
|
|
11,543
|
|
|
27,037
|
|
|
20,038
|
|
||||
Share-based compensation expense(1)
|
|
3,615
|
|
|
8,016
|
|
|
9,222
|
|
|
17,514
|
|
||||
Offering related expenses(2)
|
|
476
|
|
|
—
|
|
|
2,019
|
|
|
—
|
|
||||
Merger and transaction-related expenses(3)
|
|
1,552
|
|
|
4,236
|
|
|
4,347
|
|
|
8,603
|
|
||||
Severance expense
|
|
375
|
|
|
1,681
|
|
|
7,344
|
|
|
4,340
|
|
||||
Casualty losses, net(4)
|
|
(2,405
|
)
|
|
2,432
|
|
|
(266
|
)
|
|
7,950
|
|
||||
Core FFO
|
|
164,876
|
|
|
156,397
|
|
|
338,164
|
|
|
307,563
|
|
||||
Recurring capital expenditures
|
|
(31,799
|
)
|
|
(28,848
|
)
|
|
(56,910
|
)
|
|
(54,241
|
)
|
||||
Adjusted FFO
|
|
$
|
133,077
|
|
|
$
|
127,549
|
|
|
$
|
281,254
|
|
|
$
|
253,322
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) available to common stockholders
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding — diluted(5)(6)(7)(8)
|
|
525,933,643
|
|
|
520,509,058
|
|
|
524,190,469
|
|
|
520,087,371
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per common share — diluted(6)(7)(8)
|
|
$
|
0.07
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.11
|
|
|
$
|
(0.06
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
FFO
|
|
|
|
|
|
|
|
|
||||||||
Numerator for FFO per common share — diluted(6)
|
|
$
|
151,874
|
|
|
$
|
128,489
|
|
|
$
|
294,047
|
|
|
$
|
249,118
|
|
Weighted average common shares and OP Units outstanding — diluted(6)(7)(8)
|
|
544,335,990
|
|
|
530,509,568
|
|
|
544,365,617
|
|
|
530,417,389
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
FFO per common share — diluted(6)(7)(8)
|
|
$
|
0.28
|
|
|
$
|
0.24
|
|
|
$
|
0.54
|
|
|
$
|
0.47
|
|
|
|
|
|
|
|
|
|
|
||||||||
Core FFO and Adjusted FFO
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares and OP Units outstanding — diluted(6)(7)(8)
|
|
531,782,126
|
|
|
530,509,568
|
|
|
531,811,753
|
|
|
530,417,389
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Core FFO per common share — diluted(6)(7)(8)
|
|
$
|
0.31
|
|
|
$
|
0.29
|
|
|
$
|
0.64
|
|
|
$
|
0.58
|
|
AFFO per common share — diluted(6)(7)(8)
|
|
$
|
0.25
|
|
|
$
|
0.24
|
|
|
$
|
0.53
|
|
|
$
|
0.48
|
|
|
(1)
|
For the three months ended June 30, 2019 and 2018, $2,795 and $6,774 was recorded in general and administrative expense, respectively, and $820 and $1,242 was recorded in property management expense, respectively. For the six months ended June 30, 2019 and 2018, and $7,715 and $14,328 was recorded in general and administrative expense, respectively, and $1,507 and $3,186 was recorded in property management expense, respectively.
|
(2)
|
Includes expenses associated with secondary offerings of common stock completed during the three and six months ended June 30, 2019 included within other, net.
|
(3)
|
Includes merger and transaction-related expenses included within general and administrative.
|
(4)
|
Includes $1,238 and $5,421 for losses/damages related to Hurricanes Irma and Harvey for the three and six months ended June 30, 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 July 1, 2019, we settled the full outstanding balance of the 2019 Convertible Notes with the issuance of 12,553,864 shares. The 2019 Convertible Notes have no impact on net income per common share — diluted as the potential shares of common stock would be anti-dilutive to such computation for the three and six months ended June 30, 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 and six months ended June 30, 2019, the numerator for FFO per common share — diluted is adjusted for interest expense on the 2019 Convertible Notes of $2,783 and $5,586, respectively, including non-cash amortization of discounts. The denominator is adjusted for 12,553,864 shares of common stock issued on July 1, 2019 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 and six months ended June 30, 2019, 15,100,443 potential shares of common stock issuable upon the conversion of the 2022 Convertible Notes are also excluded from the computation of net income or loss, FFO, Core FFO, and AFFO per common share — diluted. For the three and six months ended June 30, 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 net loss, FFO, Core FFO, and AFFO per common share — diluted for those periods.
|
(7)
|
Incremental shares attributed to non-vested share-based awards totaling 863,607 shares and 925,014 shares, respectively, are included in the denominator for net income per common share — diluted for the three and six months ended June 30, 2019. For the three and six months ended June 30, 2018, incremental shares attributed to non-vested share-based awards do not impact the denominator for net 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, common share equivalents of 1,248,805 and 963,932 for the three months ended June 30, 2019 and 2018, respectively, and 1,479,272 and 1,132,320 for the six months ended June 30, 2019 and 2018, respectively, related to incremental shares attributed to non-vested share-based awards are included in the denominator.
|
(8)
|
Vested units of partnership interests in INVH LP (“OP Units”) have been excluded from the computation of net income (loss) per common share — diluted for the periods above because all net income (loss) attributable to the vested OP Units has been recorded as non-controlling interest and thus excluded from net income (loss) available to common stockholders. Weighted average vested OP Units of 5,463,285 and 9,036,578 for the three months ended June 30, 2019 and 2018, and 7,067,026 and 9,197,698 for the six months ended June 30, 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 - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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.
|
|
|
|
104
|
|
The cover page in this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019, formatted in Inline XBRL.
|
Invitation Homes Inc.
|
|
|
|
By:
|
/s/ Ernest M. Freedman
|
|
Name: Ernest M. Freedman
|
|
Title: Executive Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
|
Date: July 31, 2019
|
|
|
By:
|
/s/ Kimberly K. Norrell
|
|
Name: Kimberly K. Norrell
|
|
Title: Senior Vice President and Chief Accounting Officer
|
|
(Principal Accounting Officer)
|
|
Date: July 31, 2019
|
Participant:
|
[ ]
|
Date of Grant:
|
April [ ], 2019
|
Performance Period:
|
April 1, 2019 - March 31, 2022
|
Maximum Award Value:
|
$[ ]
|
LTIP Units Granted:
|
[ ]
|
INVITATION HOMES INC.
|
|
|
|
By: |
|
|
|
|
|
INVITATION HOMES OPERATING PARTNERSHIP INC.
|
|
|
|
By:
|
|
|
Name:
|
|
Title:
|
Name:
|
|
Address:
|
|
SSN:
|
________-_____-________
|
Dated: ________ __, 2019
|
_____________________________
Name: [NAME]
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Invitation Homes Inc. for the quarterly period ended June 30, 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)
|
|
July 31, 2019
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Invitation Homes Inc. for the quarterly period ended June 30, 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.
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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):
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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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July 31, 2019
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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/ Dallas B. Tanner
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Dallas B. Tanner
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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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