|
|
|
DOCUMENTS INCORPORATED BY REFERENCE
|
||||||||||||||
Items 10, 11, 12, 13, and 14 of Part III incorporate information by reference from the registrant’s definitive proxy statement relating to its 2020 annual meeting of stockholders (the “2020 Proxy Statement”) to be filed with the Securities and Exchange Commission within 120 days after the close of the registrant’s fiscal year to which this report relates.
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page
|
PART I
|
|||
Item
|
1.
|
Business
|
|
Item
|
1A.
|
Risk Factors
|
|
Item
|
1B.
|
Unresolved Staff Comments
|
|
Item
|
2.
|
Properties
|
|
Item
|
3.
|
Legal Proceedings
|
|
Item
|
4.
|
Mine Safety Disclosures
|
|
|
|
|
|
PART II
|
|||
Item
|
5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
|
|
Item
|
6.
|
Selected Financial Data
|
|
Item
|
7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Item
|
7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
Item
|
8.
|
Financial Statements and Supplementary Data
|
|
Item
|
9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
|
Item
|
9A.
|
Controls and Procedures
|
|
Item
|
9B.
|
Other Information
|
|
|
|
|
|
PART III
|
|||
Item
|
10.
|
Directors, Executive Officers, and Corporate Governance
|
|
Item
|
11.
|
Executive Compensation
|
|
Item
|
12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
Item
|
13.
|
Certain Relationships and Related Transactions, and Director Independence
|
|
Item
|
14.
|
Principal Accountant Fees and Services
|
|
|
|
|
|
PART IV
|
|||
Item
|
15.
|
Exhibits and Financial Statement Schedules
|
|
Item
|
16.
|
Form 10-K Summary
|
|
|
|
|
|
|
|||
|
•
|
“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. We believe average monthly rent reflects pricing trends that significantly impact rental revenues over time, making average monthly rent useful to management and external stakeholders as a means of evaluating changes in rental revenues across periods;
|
•
|
“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. We believe average occupancy significantly impacts rental revenues in a given period, making comparisons of average occupancy across different periods helpful to management and external stakeholders in evaluating changes in rental revenues across periods;
|
•
|
“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. Days to re-resident impacts our average occupancy and thus our rental revenues, making comparisons of days to re-resident helpful to management and external stakeholders in evaluating changes in rental revenues across periods;
|
•
|
“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
|
•
|
“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. When comparing homes or cohorts of homes, we believe PSF calculations help management and external stakeholders normalize metrics for differences in property size, enabling more meaningful comparisons based on characteristics other than property size;
|
•
|
“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, 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, and homes in markets that we have announced an intent to exit where we no longer operate a significant number of homes for the primary purpose of income generation. 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 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 management and external stakeholders 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 and Carolinas 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 Annual Report on Form 10-K are presented on a total portfolio basis;
|
•
|
“turnover rate” represents the number of instances that homes in an identified population become unoccupied in a given period, divided by the number of homes in such population. To the extent the measurement period shown is less than 12 months, the turnover rate may be reflected on an annualized basis. We believe turnover rate impacts average occupancy and thus our rental revenues, making comparisons of turnover rate helpful to management and external stakeholders in evaluating changes in rental revenues across periods. In addition, turnover can impact our cost to maintain homes, making changes in turnover rate useful to management and external stakeholders in evaluating changes in our property operating and maintenance expenses across periods; and
|
•
|
“Western United States” includes our Southern California, Northern California, Seattle, Phoenix, Las Vegas, and Denver markets.
|
•
|
Resident-centric focus. Our high-touch business model enables us to continuously solicit and integrate resident feedback into our operations and tailor our approach to address their preferences, providing a superior living experience and fostering customer loyalty. We believe this, in turn, drives rent growth, occupancy, and low turnover rates and will enable us to develop significant brand equity in the longer term.
|
•
|
Local presence and expertise. In-market managers oversee the operations of local leasing management, property management, and maintenance teams, enabling us to provide outstanding resident service, leverage local expertise in managing rental, occupancy, and turnover rates, and improve cost and oversight over renovations and ongoing maintenance. As a result of our concentrated footprint within our markets, our regional managers and in-market teams are able to realize local-operator advantages, while still benefiting from significant economies of scale.
|
•
|
Scalable, centralized infrastructure. We support local market operations with national strategy, infrastructure, and standards to drive efficiency, consistency, and cost savings. We utilize our extensive scale to ensure the consistent quality of our resident experience and maximize cost efficiencies and purchasing power. On a national level we are also able to standardize resident leases, employ a consistent approach to resident screening and leasing operations, and utilize dynamic, rules-based pricing tools informed by local market conditions.
|
•
|
changes in national, regional, or local economic, demographic, or real estate market conditions;
|
•
|
changes in job markets and employment levels on a national, regional, and local basis;
|
•
|
declines in the value of residential real estate;
|
•
|
overall conditions in the housing market, including:
|
•
|
macroeconomic shifts in demand for rental homes;
|
•
|
inability to lease or re-lease homes to residents on a timely basis, on attractive terms or at all;
|
•
|
failure of residents to pay rent when due or otherwise perform their lease obligations;
|
•
|
unanticipated repairs, capital expenditures, weather related damages, or other costs;
|
•
|
uninsured damages; and
|
•
|
increases in property taxes, HOA fees, and insurance costs;
|
•
|
level of competition for suitable rental homes;
|
•
|
terms and conditions of purchase contracts;
|
•
|
costs and time period required to convert acquisitions to rental homes;
|
•
|
changes in interest rates and availability of financing that may render the acquisition of any homes difficult or unattractive;
|
•
|
changes in laws, including those that increase operating expenses or limit our ability to increase rental rates. See “— Tenant relief laws, including laws regulating evictions, rent control laws, and other regulations that limit our ability to increase rental rates may negatively impact our rental income and profitability”;
|
•
|
the impact of potential reforms relating to government-sponsored enterprises involved in the home finance and mortgage markets;
|
•
|
rules, regulations and/or policy initiatives by government and private actors, including HOAs, to discourage or deter the purchase of single-family properties by entities owned or controlled by institutional investors;
|
•
|
disputes and potential negative publicity in connection with eviction proceedings;
|
•
|
construction of new supply;
|
•
|
costs resulting from the clean-up of, and liability to third parties for damages resulting from, environmental problems, such as indoor mold;
|
•
|
fraud by borrowers, originators, and/or sellers of mortgage loans;
|
•
|
undetected deficiencies and/or inaccuracies in underlying mortgage loan documentation and calculations;
|
•
|
casualty or condemnation losses;
|
•
|
the geographic mix of our properties;
|
•
|
the cost, quality, and condition of the properties we are able to acquire; and
|
•
|
our ability to provide adequate management, maintenance, and insurance.
|
•
|
our ability to effectively manage renovation, maintenance, marketing, and other operating costs for our properties;
|
•
|
economic conditions in our markets, including changes in employment and household earnings and expenses, as well as the condition of the financial and real estate markets and the economy, in general;
|
•
|
our ability to maintain high occupancy rates and target rent levels;
|
•
|
the availability of, and our ability to identify, attractive acquisition opportunities consistent with our investment strategy;
|
•
|
our ability to compete with other investors entering the single-family rental industry;
|
•
|
costs that are beyond our control, including title litigation, litigation with residents or tenant organizations, legal compliance, property taxes, HOA fees, and insurance;
|
•
|
judicial and regulatory developments affecting landlord-tenant relations that may affect or delay our ability to dispossess or evict occupants or increase rental rates;
|
•
|
reversal of population, employment, or homeownership trends in our markets; and
|
•
|
interest rate levels and volatility, which may affect the accessibility of short-term and long-term financing on desirable terms.
|
•
|
stabilize and manage an increasing number of properties and resident relationships across our geographically dispersed portfolio while maintaining a high level of resident satisfaction and building and enhancing our brand;
|
•
|
identify and supervise a number of suitable third parties on which we rely to provide certain services outside of property management to our properties;
|
•
|
attract, integrate, and retain new management and operations personnel; and
|
•
|
continue to improve our operational and financial controls and reporting procedures and systems.
|
•
|
improvements in the overall economy and employment levels;
|
•
|
greater availability of consumer credit;
|
•
|
improvements in the pricing and terms of mortgages;
|
•
|
the emergence of increased competition for single-family properties from private investors and entities with similar investment objectives to ours; and
|
•
|
tax or other government incentives that encourage homeownership.
|
•
|
general market conditions;
|
•
|
the market’s perception of our growth potential;
|
•
|
with respect to acquisition financing, the market’s perception of the value of the homes to be acquired;
|
•
|
our current debt levels;
|
•
|
our current and expected future earnings;
|
•
|
our cash flow and cash distributions; and
|
•
|
the market price of our common stock.
|
•
|
“business combination” provisions that, subject to certain exceptions and limitations, prohibit certain business combinations between a Maryland corporation and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our outstanding voting stock or an affiliate or associate of ours who, at any time within the two-year period immediately prior to the date in question, was the beneficial owner of 10% or more of the voting power of our then outstanding shares of stock) or an affiliate of any interested stockholder for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter imposes two super-majority stockholder voting requirements on these combinations, unless, among other conditions, our common stockholders receive a minimum price, as defined in the MGCL, for their shares of stock and the consideration is received in cash or in the same form as previously paid by the interested stockholder for its shares of stock; and
|
•
|
“control share” provisions that provide that, subject to certain exceptions, holders of “control shares” (defined as voting shares that, when aggregated with all other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of issued and outstanding “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding shares owned by the acquirer, by our officers, or by our employees who are also directors of our company.
|
•
|
actual receipt of an improper benefit or profit in money, property, or services; or
|
•
|
active and deliberate dishonesty by the director or officer that was established by a final judgment and is material to the cause of action adjudicated.
|
•
|
acquire, hold, and dispose of interests in us and/or our subsidiaries, including shares of our stock or common units of partnership interest in INVH LP for his, her or its own account or for the account of others, and exercise all of the rights of a stockholder of Invitation Homes Inc., or a limited partner of INVH LP, to the same extent and in the same manner as if he, she, or it were not our director or stockholder; and
|
•
|
in his, her, or its personal capacity or in his, her, or its capacity, as applicable, as a director, officer, trustee, stockholder, partner, member, equity owner, manager, advisor, or employee of any other person, have business interests and engage, directly or indirectly, in business activities that are similar to ours or compete with us, that involve a business opportunity that we could seize and develop or that include the acquisition, syndication, holding, management, development, operation, or disposition of interests in mortgages, real property or persons engaged in the real estate business.
|
•
|
we would be taxed as a regular domestic corporation, which under current laws, among other things, means being unable to deduct distributions to stockholders in computing taxable income and being subject to United States federal income tax on our taxable income at regular corporate income tax rates;
|
•
|
any resulting tax liability could be substantial and could have a material adverse effect on our book value;
|
•
|
unless we were entitled to relief under applicable statutory provisions, we would be required to pay taxes, and thus, our cash available for distribution to stockholders would be reduced for each of the years during which we did not qualify as a REIT and for which we had taxable income;
|
•
|
we could be subject to increased state and local taxes; and
|
•
|
we generally would not be eligible to requalify as a REIT for the subsequent four full taxable years.
|
|
|
2019
|
|
2018
|
||||||||||
|
|
Amount(1)
|
|
Percentage
|
|
Amount(1)
|
|
Percentage
|
||||||
Ordinary income
|
|
$
|
0.23
|
|
|
45.4
|
%
|
|
$
|
0.32
|
|
|
74.0
|
%
|
Capital gains
|
|
0.22
|
|
|
42.7
|
%
|
|
0.08
|
|
|
17.4
|
%
|
||
Qualified dividends
|
|
0.01
|
|
|
0.5
|
%
|
|
0.01
|
|
|
2.0
|
%
|
||
Unrecaptured Section 1250 gain
|
|
0.06
|
|
|
11.4
|
%
|
|
0.03
|
|
|
6.6
|
%
|
||
Return of capital
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
||
Total
|
|
$
|
0.52
|
|
|
100.0
|
%
|
|
$
|
0.44
|
|
|
100.0
|
%
|
|
(1)
|
Amounts are displayed in actual dollars per share.
|
|
|
Cumulative Total Returns as of
|
||||||||||||||||||||||||||
|
|
February 1, 2017
|
|
June 30,
2017
|
|
December 31, 2017
|
|
June 30,
2018
|
|
December 31, 2018
|
|
June 30,
2019
|
|
December 31, 2019
|
||||||||||||||
Invitation Homes Inc.
|
|
$
|
100.00
|
|
|
$
|
108.45
|
|
|
$
|
119.02
|
|
|
$
|
117.61
|
|
|
$
|
103.43
|
|
|
$
|
139.19
|
|
|
$
|
157.50
|
|
S&P 500 Index
|
|
100.00
|
|
|
107.25
|
|
|
119.50
|
|
|
122.67
|
|
|
114.26
|
|
|
135.44
|
|
|
150.24
|
|
|||||||
MSCI US REIT Index
|
|
100.00
|
|
|
103.99
|
|
|
106.43
|
|
|
107.70
|
|
|
101.56
|
|
|
119.61
|
|
|
127.80
|
|
($ in thousands, except per share data)
|
|
For the Years Ended December 31,
|
||||||||||||||||||
Selected Statement of Operations Data:
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Rental revenues and other property income
|
|
$
|
1,764,685
|
|
|
$
|
1,722,962
|
|
|
$
|
1,054,456
|
|
|
$
|
922,587
|
|
|
$
|
836,049
|
|
Total expenses
|
|
1,725,510
|
|
|
1,784,615
|
|
|
1,193,219
|
|
|
1,017,858
|
|
|
995,408
|
|
|||||
Other, net
|
|
11,600
|
|
|
6,958
|
|
|
(959
|
)
|
|
(1,558
|
)
|
|
(3,121
|
)
|
|||||
Gain on sale of property, net of tax
|
|
96,336
|
|
|
49,682
|
|
|
33,896
|
|
|
18,590
|
|
|
2,272
|
|
|||||
Net income (loss)
|
|
147,111
|
|
|
(5,013
|
)
|
|
(105,826
|
)
|
|
(78,239
|
)
|
|
(160,208
|
)
|
|||||
Net (income) loss attributable to non-controlling interests
|
|
(1,648
|
)
|
|
86
|
|
|
489
|
|
|
—
|
|
|
—
|
|
|||||
Net income (loss) attributable to common stockholders
|
|
$
|
145,463
|
|
|
$
|
(4,927
|
)
|
|
$
|
(105,337
|
)
|
|
$
|
(78,239
|
)
|
|
$
|
(160,208
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
For the Year Ended December 31, 2019
|
|
For the Year Ended December 31, 2018
|
|
February 1, 2017
through December 31, 2017(1) |
|
|
|
|
||||||||||
Net income (loss) available to common stockholders — basic and diluted
|
|
$
|
145,068
|
|
|
$
|
(5,744
|
)
|
|
$
|
(89,073
|
)
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average common shares outstanding — basic
|
|
531,235,962
|
|
|
520,376,929
|
|
|
339,423,442
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average common shares outstanding — diluted
|
|
532,499,787
|
|
|
520,376,929
|
|
|
339,423,442
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) per common share — basic
|
|
$
|
0.27
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.26
|
)
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) per common share — diluted
|
|
$
|
0.27
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.26
|
)
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends declared per common share
|
|
$
|
0.52
|
|
|
$
|
0.44
|
|
|
$
|
0.22
|
|
|
|
|
|
|
(1)
|
Prior to the IPO, our business was conducted through the IH Holding Entities, which did not have a common capital structure upon which to compute historical earnings per share. Accordingly, earnings per shares has not been presented for historical periods prior to the IPO.
|
($ in thousands)
|
|
As of December 31,
|
||||||||||||||||||
Summary Balance Sheet Data:
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Investments in single-family residential properties, net
|
|
$
|
16,243,192
|
|
|
$
|
16,686,060
|
|
|
$
|
17,312,264
|
|
|
$
|
9,002,515
|
|
|
$
|
9,052,701
|
|
Cash and cash equivalents
|
|
92,258
|
|
|
144,940
|
|
|
179,878
|
|
|
198,119
|
|
|
274,818
|
|
|||||
Other assets, net
|
|
1,057,460
|
|
|
1,232,428
|
|
|
1,191,496
|
|
|
531,717
|
|
|
469,459
|
|
|||||
Total assets
|
|
$
|
17,392,910
|
|
|
$
|
18,063,428
|
|
|
$
|
18,683,638
|
|
|
$
|
9,732,351
|
|
|
$
|
9,796,978
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total debt
|
|
$
|
8,467,485
|
|
|
$
|
9,249,815
|
|
|
$
|
9,651,662
|
|
|
$
|
7,570,279
|
|
|
$
|
7,725,957
|
|
Other liabilities
|
|
659,347
|
|
|
444,427
|
|
|
382,101
|
|
|
204,649
|
|
|
183,990
|
|
|||||
Total liabilities
|
|
9,126,832
|
|
|
9,694,242
|
|
|
10,033,763
|
|
|
7,774,928
|
|
|
7,909,947
|
|
|||||
Total equity
|
|
8,266,078
|
|
|
8,369,186
|
|
|
8,649,875
|
|
|
1,957,423
|
|
|
1,887,031
|
|
|||||
Total liabilities and equity
|
|
$
|
17,392,910
|
|
|
$
|
18,063,428
|
|
|
$
|
18,683,638
|
|
|
$
|
9,732,351
|
|
|
$
|
9,796,978
|
|
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
|
|
8,071
|
|
95.0%
|
|
$2,411
|
|
$1.42
|
|
13.4
|
%
|
Northern California
|
|
4,390
|
|
95.1%
|
|
2,087
|
|
1.35
|
|
6.6
|
%
|
Seattle
|
|
3,531
|
|
93.4%
|
|
2,198
|
|
1.15
|
|
5.3
|
%
|
Phoenix
|
|
7,741
|
|
94.8%
|
|
1,362
|
|
0.84
|
|
7.4
|
%
|
Las Vegas
|
|
2,998
|
|
94.7%
|
|
1,608
|
|
0.81
|
|
3.3
|
%
|
Denver
|
|
2,314
|
|
90.7%
|
|
1,989
|
|
1.11
|
|
3.1
|
%
|
Western United States Subtotal
|
|
29,045
|
|
94.4%
|
|
1,945
|
|
1.13
|
|
39.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Florida:
|
|
|
|
|
|
|
|
|
|
|
|
South Florida
|
|
8,567
|
|
93.7%
|
|
2,186
|
|
1.18
|
|
12.9
|
%
|
Tampa
|
|
8,121
|
|
94.6%
|
|
1,668
|
|
0.90
|
|
9.5
|
%
|
Orlando
|
|
6,082
|
|
93.8%
|
|
1,654
|
|
0.89
|
|
6.8
|
%
|
Jacksonville
|
|
1,865
|
|
95.2%
|
|
1,672
|
|
0.84
|
|
2.2
|
%
|
Florida Subtotal
|
|
24,635
|
|
94.1%
|
|
1,847
|
|
0.99
|
|
31.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Southeast United States:
|
|
|
|
|
|
|
|
|
|
|
|
Atlanta
|
|
12,494
|
|
94.7%
|
|
1,504
|
|
0.73
|
|
12.8
|
%
|
Carolinas
|
|
4,702
|
|
94.7%
|
|
1,583
|
|
0.73
|
|
5.1
|
%
|
Southeast United States Subtotal
|
|
17,196
|
|
94.7%
|
|
1,526
|
|
0.73
|
|
17.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Texas:
|
|
|
|
|
|
|
|
|
|
|
|
Houston
|
|
2,229
|
|
92.7%
|
|
1,556
|
|
0.80
|
|
2.4
|
%
|
Dallas
|
|
2,323
|
|
91.7%
|
|
1,786
|
|
0.84
|
|
2.7
|
%
|
Texas Subtotal
|
|
4,552
|
|
92.2%
|
|
1,668
|
|
0.82
|
|
5.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Midwest United States:
|
|
|
|
|
|
|
|
|
|
|
|
Chicago
|
|
2,848
|
|
91.1%
|
|
1,983
|
|
1.21
|
|
4.0
|
%
|
Minneapolis
|
|
1,142
|
|
95.9%
|
|
1,885
|
|
0.96
|
|
1.5
|
%
|
Midwest United States Subtotal
|
|
3,990
|
|
92.4%
|
|
1,955
|
|
1.13
|
|
5.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Announced Market-in-Exit:
|
|
|
|
|
|
|
|
|
|
|
|
Nashville(5)
|
|
87
|
|
95.2%
|
|
1,835
|
|
0.86
|
|
1.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Total / Average
|
|
79,505
|
|
94.2%
|
|
$1,809
|
|
$0.97
|
|
100.0
|
%
|
Same Store Total / Average
|
|
70,799
|
|
96.3%
|
|
$1,812
|
|
$0.97
|
|
90.1
|
%
|
|
(1)
|
As of December 31, 2019.
|
(2)
|
Represents average occupancy for the year ended December 31, 2019.
|
(3)
|
Represents average monthly rent for the year ended December 31, 2019.
|
(4)
|
Represents the percentage of rental revenues and other property income generated in each market for the year ended December 31, 2019.
|
(5)
|
In December 2019, we announced a plan to fully exit the Nashville market and sold 708 homes in Nashville in a bulk transaction. We are pursuing the sale of the remaining 87 homes in the market.
|
|
|
For the Years Ended December 31,
|
|
|
|
|
|||||||||
($ in thousands)
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Rental revenues and other property income
|
|
$
|
1,764,685
|
|
|
$
|
1,722,962
|
|
|
$
|
41,723
|
|
|
2.4
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Expenses:
|
|
|
|
|
|
|
|
|
|||||||
Property operating and maintenance
|
|
669,987
|
|
|
655,411
|
|
|
14,576
|
|
|
2.2
|
%
|
|||
Property management expense
|
|
61,614
|
|
|
65,485
|
|
|
(3,871
|
)
|
|
(5.9
|
)%
|
|||
General and administrative
|
|
74,274
|
|
|
98,764
|
|
|
(24,490
|
)
|
|
(24.8
|
)%
|
|||
Interest expense
|
|
367,173
|
|
|
383,595
|
|
|
(16,422
|
)
|
|
(4.3
|
)%
|
|||
Depreciation and amortization
|
|
533,719
|
|
|
560,541
|
|
|
(26,822
|
)
|
|
(4.8
|
)%
|
|||
Impairment and other
|
|
18,743
|
|
|
20,819
|
|
|
(2,076
|
)
|
|
(10.0
|
)%
|
|||
Total expenses
|
|
1,725,510
|
|
|
1,784,615
|
|
|
(59,105
|
)
|
|
(3.3
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Other, net
|
|
11,600
|
|
|
6,958
|
|
|
4,642
|
|
|
66.7
|
%
|
|||
Gain on sale of property, net of tax
|
|
96,336
|
|
|
49,682
|
|
|
46,654
|
|
|
93.9
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Net income (loss)
|
|
$
|
147,111
|
|
|
$
|
(5,013
|
)
|
|
$
|
152,124
|
|
|
N/M
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding Principal Balance(5)
|
||||||
($ in thousands)
|
|
Maturity
Date(1) |
|
Maturity Date if
Fully Extended(2)
|
|
Interest
Rate(3)
|
|
Range of Spreads(4)
|
|
December 31,
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
|
|
995,520
|
|
|
995,826
|
|
||
SWH 2017-1(7)
|
|
October 9, 2020
|
|
January 9, 2023
|
|
3.32%
|
|
102-347 bps
|
|
744,092
|
|
|
764,685
|
|
||
IH 2017-2(7)
|
|
December 9, 2020
|
|
December 9, 2024
|
|
2.90%
|
|
91-186 bps
|
|
624,475
|
|
|
856,238
|
|
||
IH 2018-1(7)(8)
|
|
March 9, 2020
|
|
March 9, 2025
|
|
2.87%
|
|
76-206 bps
|
|
793,720
|
|
|
911,827
|
|
||
IH 2018-2(7)(9)
|
|
June 9, 2020
|
|
June 9, 2025
|
|
3.11%
|
|
95-230 bps
|
|
957,135
|
|
|
1,035,749
|
|
||
IH 2018-3(7)(9)
|
|
July 9, 2020
|
|
July 9, 2025
|
|
3.15%
|
|
105-230 bps
|
|
1,213,035
|
|
|
1,296,959
|
|
||
IH 2018-4(7)
|
|
January 9, 2021
|
|
January 9, 2026
|
|
3.18%
|
|
115-225 bps
|
|
938,430
|
|
|
959,578
|
|
||
Total Securitizations
|
|
6,266,407
|
|
|
7,263,476
|
|
||||||||||
Less: deferred financing costs, net
|
|
(27,946
|
)
|
|
(61,822
|
)
|
||||||||||
Total
|
|
$
|
6,238,461
|
|
|
$
|
7,201,654
|
|
|
(1)
|
Maturity date represents repayment date for mortgage loans which have been repaid in full prior to December 31, 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 December 31, 2019, LIBOR was 1.76%. 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 December 31, 2019.
|
(5)
|
Outstanding principal balance is net of discounts and does not include deferred financing costs, net.
|
(6)
|
Net of unamortized discount of $2.6 million and $3.0 million as of December 31, 2019 and 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
|
(8)
|
On December 3, 2019, we submitted a notification to request an extension of the maturity of the IH 2018-1 mortgage loan from March 9, 2020 to March 9, 2021 upon approval.
|
(9)
|
On February 7, 2020, we made voluntary prepayments of $15.0 million and $60.0 million on outstanding borrowings with unrestricted cash on hand against the outstanding balances of IH 2018-2 and IH 2018-3, respectively.
|
|
(1)
|
The Secured Term Loan bears interest at a fixed rate of 3.59% per annum including applicable servicing fees for the first 11 years and for the twelfth year bears interest at a floating rate based on a spread of 147 bps over one month LIBOR (or a comparable or successor rate as provided for in our loan agreement), including applicable servicing fees, subject to certain adjustments as outlined in the loan agreement. Interest payments are made monthly.
|
|
(1)
|
Interest rates for the Term Loan Facility and the Revolving Facility are based on LIBOR plus an applicable margin. As of December 31, 2019, the applicable margins were 1.70% and 1.75%, respectively, and LIBOR was 1.76%.
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal Amount
|
||||||
($ in thousands)
|
|
Coupon
Rate |
|
Effective
Rate(1) |
|
Conversion
Rate(2) |
|
Maturity
Date |
|
Remaining Amortization
Period |
|
December 31,
2019 |
|
December 31,
2018 |
||||
2019 Convertible Notes
|
|
—%
|
|
—%
|
|
N/A
|
|
July 1, 2019
|
|
N/A
|
|
$
|
—
|
|
|
$
|
229,993
|
|
2022 Convertible Notes
|
|
3.50%
|
|
5.12%
|
|
43.7694
|
|
January 15, 2022
|
|
2.04 years
|
|
345,000
|
|
|
345,000
|
|
||
Total
|
345,000
|
|
|
574,993
|
|
|||||||||||||
Net unamortized fair value adjustment
|
(10,701
|
)
|
|
(17,692
|
)
|
|||||||||||||
Total
|
$
|
334,299
|
|
|
$
|
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 $324.3 million for the 2022 Convertible Notes. For the 2019 Convertible Notes, the effective interest rate was 4.92%. This rate included the effect of the adjustment to the fair value of the debt as of the Merger Date and reduced the initial liability recorded to $223.2 million.
|
(2)
|
The conversion rate as of December 31, 2019 represents the number of shares of common stock issuable per $1,000 principal amount (actual $) of the 2022 Convertible Notes converted on such date, as adjusted in accordance with the indenture as a result of cash dividend payments and the effects of the Mergers. As of December 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 11, 2019(1)
|
|
February 28, 2017
|
|
December 31, 2024
|
|
1.74%
|
|
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
|
|
|
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(2)
|
|
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
|
|
|
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
|
|
|
December 9, 2019(3)
|
|
July 15, 2021
|
|
November 30, 2024
|
|
2.90%
|
|
One month LIBOR
|
|
400,000
|
|
|
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 December 11, 2019, we modified an interest rate swap instrument to extend the maturity date from January 31, 2022 to December 31, 2024 with a decrease in the strike rate from 1.97% to 1.74%.
|
(2)
|
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.
|
(3)
|
On December 9, 2019, we modified the start date of an interest rate swap instrument from January 31, 2020 to July 15, 2021. We paid the counterparty $8.2 million in connection with this modification.
|
|
|
For the Years Ended December 31,
|
|
|
|
|
|||||||||
($ in thousands)
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Net cash provided by operating activities
|
|
$
|
662,130
|
|
|
$
|
561,241
|
|
|
$
|
100,889
|
|
|
18.0
|
%
|
Net cash provided by investing activities
|
|
102,226
|
|
|
62,993
|
|
|
39,233
|
|
|
62.3
|
%
|
|||
Net cash used in financing activities
|
|
(838,102
|
)
|
|
(680,805
|
)
|
|
(157,297
|
)
|
|
(23.1
|
)%
|
|||
Change in cash, cash equivalents, and restricted cash
|
|
$
|
(73,746
|
)
|
|
$
|
(56,571
|
)
|
|
$
|
(17,175
|
)
|
|
(30.4
|
)%
|
($ in thousands)
|
|
Total
|
|
2020
|
|
2021-2022
|
|
2023-2024
|
|
Thereafter
|
||||||||||
Mortgage loans, net(1)(2)
|
|
$
|
7,431,161
|
|
|
$
|
208,580
|
|
|
$
|
416,020
|
|
|
$
|
1,734,444
|
|
|
$
|
5,072,117
|
|
Secured Term Loan
|
|
569,158
|
|
|
14,515
|
|
|
28,951
|
|
|
28,991
|
|
|
496,701
|
|
|||||
Term Loan Facility, net(1)
|
|
1,610,720
|
|
|
52,765
|
|
|
1,557,955
|
|
|
—
|
|
|
—
|
|
|||||
Revolving Facility(1)(2)(3)
|
|
7,467
|
|
|
3,558
|
|
|
3,909
|
|
|
—
|
|
|
—
|
|
|||||
2022 Convertible Notes(4)
|
|
375,188
|
|
|
12,075
|
|
|
363,113
|
|
|
—
|
|
|
—
|
|
|||||
Derivative instruments(5)
|
|
257,287
|
|
|
33,324
|
|
|
98,447
|
|
|
106,221
|
|
|
19,295
|
|
|||||
Purchase commitments(6)
|
|
38,197
|
|
|
38,197
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases(7)
|
|
17,982
|
|
|
4,632
|
|
|
7,969
|
|
|
4,306
|
|
|
1,075
|
|
|||||
Finance leases(8)
|
|
11,265
|
|
|
3,048
|
|
|
5,415
|
|
|
2,802
|
|
|
—
|
|
|||||
Total
|
|
$
|
10,318,425
|
|
|
$
|
370,694
|
|
|
$
|
2,481,779
|
|
|
$
|
1,876,764
|
|
|
$
|
5,589,188
|
|
|
(1)
|
Includes estimated interest payments on the respective debt based on amounts outstanding as of December 31, 2019 at rates in effect as of such date; as of December 31, 2019, LIBOR was 1.76%.
|
(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. See Part IV. Item 15. “Exhibits and Financial Statement Schedules — Note 6 of Notes to Consolidated Financial Statements” for a description of maturity dates without consideration of extension options.
|
(3)
|
Includes the related unused commitment fee.
|
(4)
|
Represents the principal amount of the 2022 Convertible Notes and interest obligation which is calculated using the coupon rate of the 2022 Convertible Notes.
|
(5)
|
Includes interest rate swap and interest rate cap obligations calculated using LIBOR as of December 31, 2019, or 1.76%.
|
(6)
|
Represents commitments to acquire 144 single-family rental homes as of December 31, 2019.
|
(7)
|
Includes approximately $3.1 million of operating leases for our office spaces which have been entered into and are anticipated to commence during the next 12 months.
|
(8)
|
Includes approximately $10.0 million of finance leases for fleet vehicles which have been entered into and are anticipated to commence during the next three months.
|
•
|
Acquisition of Real Estate Assets: Our purchases of homes are generally treated as asset acquisitions unless acquired in connection with a business combination. For asset acquisitions, homes are recorded at their purchase price, which is allocated between land, building and improvements, and in-place lease intangibles (when a resident is in place at the acquisition date) based upon their relative fair values at the date of acquisition. The purchase price for purposes of this allocation is inclusive of acquisition costs which typically include legal fees, bidding service and title fees, payments made to cure tax, utility, HOA, and other mechanic’s and miscellaneous liens, as well as other closing costs. If the percentage allocated to buildings and improvements versus land for the homes acquired during the year ended December 31, 2019 was increased or decreased by 500 bps, our annualized depreciation expense would have changed by approximately $1.0 million.
|
•
|
Cost Capitalization: We incur costs to acquire, stabilize, and prepare our single-family residential properties to be leased. We capitalize these costs as a component of our investment in each single-family residential property, using specific identification and relative allocation methodologies. The capitalization period associated with our stabilization activities begins at the time that such activities commence and concludes at the time that a single-family residential property is available to be leased.
|
•
|
Provisions for Impairment: We continuously evaluate, by property, whether there are any events or changes in circumstances indicating that the carrying amount of our single-family residential properties may not be recoverable. To the extent an event or change in circumstance is identified, a residential property is considered to be impaired only if its carrying value cannot be recovered through estimated future undiscounted cash flows from the use and eventual disposition of the property. To the extent an impairment has occurred, the carrying amount of our investment in a property is adjusted to its estimated fair value. The process whereby we assess our single-family residential properties for impairment requires significant judgment and assessment of factors that are, at times, subject to significant uncertainty. We evaluate multiple information sources and perform a number of internal analyses, each of which are important components of our process with no one information source or analysis being necessarily determinative. For those homes for which a change in an event or circumstance was identified in the most recent impairment analysis, a 5% change in the estimated fair value of those homes may have resulted in a decrease or increase in impairment expense of less than $0.3 million.
|
•
|
Single-Family Residential Properties Held for Sale: From time to time, we may identify single-family residential properties to be sold. Once we identify a property to be sold pursuant to GAAP requirements, we discontinue depreciating the property, measure the property at the lower of its carrying amount or its fair value less estimated costs to sell, and present the property separately within other assets, net on our consolidated balance sheets. If market values less disposal costs for our properties that were classified as held for sale as of December 31, 2019 were 10% lower, our impairment expense related to those properties would have increased by approximately $5.0 million. If the market values less disposal costs were 10% higher, our impairment expense would have been approximately $2.0 million lower.
|
|
|
For the Years Ended December 31,
|
||||||||||
($ in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net income (loss) available to common stockholders
|
|
$
|
145,068
|
|
|
$
|
(5,744
|
)
|
|
$
|
(105,952
|
)
|
Net income available to participating securities
|
|
395
|
|
|
817
|
|
|
615
|
|
|||
Non-controlling interests
|
|
1,648
|
|
|
(86
|
)
|
|
(489
|
)
|
|||
Interest expense
|
|
367,173
|
|
|
383,595
|
|
|
256,970
|
|
|||
Depreciation and amortization
|
|
533,719
|
|
|
560,541
|
|
|
309,578
|
|
|||
EBITDA
|
|
1,048,003
|
|
|
939,123
|
|
|
460,722
|
|
|||
Gain on sale of property, net of tax
|
|
(96,336
|
)
|
|
(49,682
|
)
|
|
(33,896
|
)
|
|||
Impairment on depreciated real estate investments
|
|
14,210
|
|
|
6,709
|
|
|
2,231
|
|
|||
EBITDAre
|
|
965,877
|
|
|
896,150
|
|
|
429,057
|
|
|||
Share-based compensation expense(1)
|
|
18,158
|
|
|
29,499
|
|
|
81,203
|
|
|||
IPO related expenses(2)
|
|
—
|
|
|
—
|
|
|
8,287
|
|
|||
Merger and transaction-related expenses(3)
|
|
4,347
|
|
|
16,895
|
|
|
29,802
|
|
|||
Severance
|
|
8,465
|
|
|
8,238
|
|
|
12,048
|
|
|||
Casualty losses, net(4)
|
|
4,533
|
|
|
14,110
|
|
|
21,862
|
|
|||
Other, net(5)
|
|
(11,600
|
)
|
|
(6,958
|
)
|
|
959
|
|
|||
Adjusted EBITDAre
|
|
$
|
989,780
|
|
|
$
|
957,934
|
|
|
$
|
583,218
|
|
|
(1)
|
For the years ended December 31, 2019, 2018, and 2017, $3,075, $5,500, and $10,297 was recorded in property management expense, respectively, and $15,083, $23,999, and $70,906 was recorded in general and administrative expense, respectively.
|
(2)
|
For the year ended December 31, 2017, IPO related expenses were recorded in general and administrative expense.
|
(3)
|
Includes merger and transaction-related expenses included within general and administrative.
|
(4)
|
Includes $8,013 and $21,500 for losses/damages related to Hurricanes Irma and Harvey for the years ended December 31, 2018 and 2017, respectively. There were no such losses during the year ended December 31, 2019.
|
(5)
|
Includes interest income, unrealized gains from an investment in equity securities, and other miscellaneous income and expenses.
|
|
|
For the Years Ended December 31,
|
||||||||||
($ in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net income (loss) available to common stockholders
|
|
$
|
145,068
|
|
|
$
|
(5,744
|
)
|
|
$
|
(105,952
|
)
|
Net income available to participating securities
|
|
395
|
|
|
817
|
|
|
615
|
|
|||
Non-controlling interests
|
|
1,648
|
|
|
(86
|
)
|
|
(489
|
)
|
|||
Interest expense
|
|
367,173
|
|
|
383,595
|
|
|
256,970
|
|
|||
Depreciation and amortization
|
|
533,719
|
|
|
560,541
|
|
|
309,578
|
|
|||
Property management expense(1)
|
|
61,614
|
|
|
65,485
|
|
|
43,344
|
|
|||
General and administrative(2)
|
|
74,274
|
|
|
98,764
|
|
|
167,739
|
|
|||
Impairment and other(3)
|
|
18,743
|
|
|
20,819
|
|
|
24,093
|
|
|||
Gain on sale of property, net of tax
|
|
(96,336
|
)
|
|
(49,682
|
)
|
|
(33,896
|
)
|
|||
Other, net(4)
|
|
(11,600
|
)
|
|
(6,958
|
)
|
|
959
|
|
|||
NOI (total portfolio)
|
|
1,094,698
|
|
|
1,067,551
|
|
|
$
|
662,961
|
|
||
Non-Same Store NOI
|
|
(97,590
|
)
|
|
(123,138
|
)
|
|
|
||||
NOI (Same Store portfolio)(5)
|
|
$
|
997,108
|
|
|
$
|
944,413
|
|
|
|
|
|
(1)
|
Includes $3,075, $5,500, and $10,297 of share-based compensation expense for the years ended December 31, 2019, 2018, and 2017, respectively.
|
(2)
|
Includes $15,083, $23,999, and $70,906 of share-based compensation expense for the years ended December 31, 2019, 2018, and 2017, respectively.
|
(3)
|
Includes $8,013 and $21,500 for losses/damages related to Hurricanes Irma and Harvey for the years ended December 31, 2018 and 2017, respectively. There were no such losses during the year ended December 31, 2019.
|
(4)
|
Includes interest income, unrealized gains from an investment in equity securities, and other miscellaneous income and expenses.
|
(5)
|
The Same Store portfolio totaled 70,799 homes for the years ended December 31, 2019 and 2018.
|
|
|
For the Years Ended December 31,
|
||||||||||
(in thousands, except shares and per share data)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net income (loss) available to common stockholders
|
|
$
|
145,068
|
|
|
$
|
(5,744
|
)
|
|
$
|
(105,952
|
)
|
Add (deduct) adjustments from net income (loss) to derive FFO:
|
|
|
|
|
|
|
||||||
Net income available to participating securities
|
|
395
|
|
|
817
|
|
|
615
|
|
|||
Non-controlling interests
|
|
1,648
|
|
|
(86
|
)
|
|
(489
|
)
|
|||
Depreciation and amortization on real estate assets
|
|
529,205
|
|
|
549,505
|
|
|
305,851
|
|
|||
Impairment on depreciated real estate investments
|
|
14,210
|
|
|
6,709
|
|
|
2,231
|
|
|||
Net gain on sale of previously depreciated investments in real estate
|
|
(96,336
|
)
|
|
(49,682
|
)
|
|
(33,896
|
)
|
|||
FFO
|
|
594,190
|
|
|
501,519
|
|
|
168,360
|
|
|||
Noncash interest expense related to amortization of deferred financing costs, loan discounts, and noncash interest expense from derivatives
|
|
48,515
|
|
|
48,354
|
|
|
29,506
|
|
|||
Share-based compensation expense(1)
|
|
18,158
|
|
|
29,499
|
|
|
81,203
|
|
|||
IPO related expenses
|
|
—
|
|
|
—
|
|
|
8,287
|
|
|||
Offering related expenses(2)
|
|
2,267
|
|
|
—
|
|
|
—
|
|
|||
Merger and transaction-related expenses(3)
|
|
4,347
|
|
|
22,962
|
|
|
29,802
|
|
|||
Severance expense
|
|
8,465
|
|
|
8,238
|
|
|
12,048
|
|
|||
Unrealized gains on investment in equity securities(4)
|
|
(6,480
|
)
|
|
—
|
|
|
—
|
|
|||
Casualty losses, net(5)
|
|
4,533
|
|
|
14,110
|
|
|
21,862
|
|
|||
Core FFO
|
|
673,995
|
|
|
624,682
|
|
|
351,068
|
|
|||
Recurring capital expenditures
|
|
(118,988
|
)
|
|
(122,733
|
)
|
|
(54,423
|
)
|
|||
Adjusted FFO
|
|
$
|
555,007
|
|
|
$
|
501,949
|
|
|
$
|
296,645
|
|
|
|
|
|
|
|
|
||||||
Net income (loss) available to common stockholders
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding — diluted(6)(8)(9)(10)
|
|
532,499,787
|
|
|
520,376,929
|
|
|
339,423,442
|
|
|||
|
|
|
|
|
|
|
||||||
Net income (loss) per common share — diluted(7)(8)(9)(10)
|
|
$
|
0.27
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.26
|
)
|
|
|
|
|
|
|
|
||||||
FFO
|
|
|
|
|
|
|
||||||
Numerator for FFO per common share — diluted(8)
|
|
$
|
599,776
|
|
|
$
|
512,576
|
|
|
$
|
168,360
|
|
Weighted average common shares and OP Units outstanding — diluted(8)(9)(10)
|
|
545,150,847
|
|
|
543,063,802
|
|
|
338,933,198
|
|
|||
|
|
|
|
|
|
|
||||||
FFO per common share — diluted(8)(9)(10)
|
|
$
|
1.10
|
|
|
$
|
0.94
|
|
|
$
|
0.50
|
|
|
|
|
|
|
|
|
||||||
Core FFO and Adjusted FFO
|
|
|
|
|
|
|
||||||
Weighted average common shares and OP Units outstanding — diluted(8)(9)(10)
|
|
538,925,506
|
|
|
530,643,789
|
|
|
338,933,198
|
|
|||
|
|
|
|
|
|
|
||||||
Core FFO per common share — diluted(8)(9)(10)
|
|
$
|
1.25
|
|
|
$
|
1.18
|
|
|
$
|
1.04
|
|
AFFO per common share — diluted(8)(9)(10)
|
|
$
|
1.03
|
|
|
$
|
0.95
|
|
|
$
|
0.88
|
|
|
(1)
|
For the years ended December 31, 2019, 2018, and 2017, $3,075, $5,500, and $10,297 was recorded in property management expense, respectively, and $15,083, $23,999, and $70,906 was recorded in general and administrative expense, respectively.
|
(2)
|
Includes expenses associated with secondary offerings of common stock completed during the year ended December 31, 2019 included within other, net.
|
(3)
|
Includes Merger and transaction-related expenses included within general and administrative. Additionally, for the year ended December 31, 2018, includes accelerated depreciation and amortization of certain corporate assets included in depreciation and amortization.
|
(4)
|
Includes unrealized gains on our investment in equity securities during the year ended December 31, 2019 included within other, net.
|
(5)
|
Includes $8,013 and $21,500 for losses/damages related to Hurricanes Irma and Harvey for the years ended December 31, 2018 and 2017, respectively. There were no such losses during the year ended December 31, 2019.
|
(6)
|
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.
|
(7)
|
Net income (loss) per common share — diluted is calculated based on net loss available to common stockholders for only the period after February 1, 2017, the date on which our common stock began trading on the NYSE. For the period from February 1, 2017 through December 31, 2017, we had a net loss available to common stockholders of $89,073.
|
(8)
|
On July 1, 2019, we settled the full outstanding balance of the 2019 Convertible Notes with the issuance of 12,553,864 shares of common stock, and these shares of common stock are included within all net income (loss), FFO, Core FFO, and AFFO per common share calculations subsequent to that date. Using the “if-converted” method, the 2019 Convertible Notes are anti-dilutive to net income per common share — diluted and are excluded from such computation for the period prior to conversion included within the year ended December 31, 2019.
|
(9)
|
Incremental shares attributed to non-vested share-based awards totaling 1,263,825 shares for the year ended December 31, 2019 are included in the denominator for net income per common share — diluted. For the years ended December 31, 2018 and 2017, we had a net loss, and inclusion of incremental shares attributed to non-vested share-based awards would be anti-dilutive to net loss per common share — diluted. For the computations of FFO, Core FFO, and AFFO per common share — diluted, common share equivalents of 1,748,787, 1,150,384, and 786,791 for the years ended December 31, 2019, 2018, and 2017, respectively, related to incremental shares attributed to non-vested share-based awards are included in the denominator.
|
(10)
|
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 5,940,757, 9,116,476, and 1,189,902 for the years ended December 31, 2019, 2018, and 2017, respectively, are included in the denominator for the computations of FFO, Core FFO, and AFFO per common share — diluted.
|
(a) Financial Statements
|
|
Invitation Homes Inc. Consolidated Financial Statements as of December 31, 2019 and 2018 and for the three years in the period ended December 31, 2019
|
|
Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm
|
|
Consolidated Balance Sheets
|
|
Consolidated Statements of Operations
|
|
Consolidated Statements of Other Comprehensive Loss
|
|
Consolidated Statements of Equity
|
|
Consolidated Statements of Cash Flows
|
|
Notes to Consolidated Financial Statements
|
(b) Financial Statement Schedule
|
|
Invitation Homes Inc. as of December 31, 2019 and for the three years in the period ended December 31, 2019
|
|
Schedule III Real Estate and Accumulated Depreciation
|
(c) Exhibits
|
|
Exhibit number
|
|
Description
|
|
|
|
2.1
|
|
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
|
|
|
|
4.3
|
|
|
|
|
|
4.4
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.3
|
|
|
|
|
|
10.4
|
|
|
|
|
|
10.5
|
|
|
|
|
|
10.6
|
|
|
|
|
|
Exhibit number
|
|
Description
|
10.7
|
|
|
|
|
|
10.8
|
|
|
|
|
|
10.9
|
|
|
|
|
|
10.10
|
|
|
|
|
|
10.11
|
|
|
|
|
|
10.12
|
|
|
|
|
|
10.13
|
|
|
|
|
|
10.14
|
|
|
|
|
|
10.15
|
|
|
|
|
|
10.16
|
|
|
|
|
|
10.17
|
|
|
|
|
|
10.18
|
|
|
|
|
|
Exhibit number
|
|
Description
|
10.19
|
|
|
|
|
|
10.20
|
|
|
|
|
|
10.21
|
|
|
|
|
|
10.22
|
|
|
|
|
|
10.23
|
|
|
|
|
|
10.24
|
|
|
|
|
|
10.25
|
|
|
|
|
|
10.26
|
|
|
|
|
|
10.27
|
|
|
|
|
|
10.28
|
|
|
|
|
|
10.29
|
|
|
|
|
|
10.30
|
|
|
|
|
|
10.31
|
|
|
|
|
|
Exhibit number
|
|
Description
|
10.32
|
|
|
|
|
|
10.33
|
|
|
|
|
|
10.34
|
|
|
|
|
|
10.35
|
|
|
|
|
|
10.36
|
|
|
|
|
|
10.37
|
|
|
|
|
|
10.38
|
|
|
|
|
|
10.39
|
|
|
|
|
|
10.40
|
|
|
|
|
|
10.41
|
|
|
|
|
|
10.42
|
|
|
|
|
|
10.43
|
|
|
|
|
|
10.44
|
|
|
|
|
|
Exhibit number
|
|
Description
|
10.45
|
|
|
|
|
|
10.46
|
|
|
|
|
|
10.47
|
|
|
|
|
|
10.48
|
|
|
|
|
|
10.49
|
|
|
|
|
|
10.50
|
|
|
|
|
|
10.51
|
|
|
|
|
|
10.52
|
|
|
|
|
|
10.53
|
|
|
|
|
|
10.54
|
|
|
|
|
|
10.55
|
|
|
|
|
|
10.56
|
|
|
|
|
|
10.57
|
|
|
|
|
|
Exhibit number
|
|
Description
|
10.58
|
|
|
|
|
|
10.59
|
|
|
|
|
|
10.60
|
|
|
|
|
|
21.1
|
|
|
|
|
|
23.1
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
32.2
|
|
|
|
|
|
101.INS
|
|
Inline 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
|
|
Inline XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.DEF
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
104
|
|
Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
|
Invitation Homes Inc.
|
|
|
|
By:
|
/s/ Dallas B. Tanner
|
|
Name: Dallas B. Tanner
|
|
Title: President and Chief Executive Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Dallas B. Tanner
|
|
President, Chief Executive Officer, and Director
|
Dallas B. Tanner
|
|
(Principal Executive Officer)
|
|
|
|
/s/ Ernest M. Freedman
|
|
Executive Vice President and Chief Financial Officer
|
Ernest M. Freedman
|
|
(Principal Financial Officer)
|
|
|
|
/s/ Kimberly K. Norrell
|
|
Senior Vice President and Chief Accounting Officer
|
Kimberly K. Norrell
|
|
(Principal Accounting Officer)
|
|
|
|
/s/ Bryce Blair
|
|
Chairman and Director
|
Bryce Blair
|
|
|
|
|
|
/s/ Jana C. Barbe
|
|
Director
|
Jana C. Barbe
|
|
|
|
|
|
/s/ Richard D. Bronson
|
|
Director
|
Richard D. Bronson
|
|
|
|
|
|
/s/ Kenneth A. Caplan
|
|
Director
|
Kenneth A. Caplan
|
|
|
|
|
|
/s/ Michael D. Fascitelli
|
|
Director
|
Michael D. Fascitelli
|
|
|
Signature
|
|
Title
|
|
|
|
|
|
|
|
|
|
/s/ Robert G. Harper
|
|
Director
|
Robert G. Harper
|
|
|
|
|
|
/s/ Jeffrey E. Kelter
|
|
Director
|
Jeffrey E. Kelter
|
|
|
|
|
|
/s/ John B. Rhea
|
|
Director
|
John B. Rhea
|
|
|
|
|
|
/s/ Janice L. Sears
|
|
Director
|
Janice L. Sears
|
|
|
|
|
|
/s/ William J. Stein
|
|
Director
|
William J. Stein
|
|
|
|
|
|
/s/ Barry S. Sternlicht
|
|
Director
|
Barry S. Sternlicht
|
|
|
•
|
We tested the effectiveness of relevant controls over investments in single-family residential properties.
|
•
|
We selected a sample of properties acquired during the year and evaluated the accuracy of the amounts recorded and appropriate transfer of title.
|
•
|
We evaluated the appropriateness of management’s allocation of the initial purchase price for newly acquired properties by developing independent estimates for the purchase price allocation for each residential market in which the properties were acquired and comparing our estimates to the Company’s actual allocation.
|
•
|
We selected a sample of costs capitalized during the year and evaluated the accuracy and classification of the recorded amounts. We also evaluated repairs and maintenance costs that were charged to expense.
|
•
|
We evaluated management’s analysis of possible impairment indicators for properties by independently assessing trends in the residential markets in which the Company has significant investments in single-family residential properties, trends in gains or losses on sales of properties, and macroeconomic data to identify any indicators that the carrying value of properties may not be recoverable.
|
•
|
We selected a sample of properties classified as held for sale and evaluated whether the properties met the criteria to be classified as held for sale as of December 31, 2019. We also selected a sample of properties sold after December 31, 2019 and evaluated whether each property was properly classified as either held for sale or held for use as of December 31, 2019.
|
•
|
We selected a sample of properties disposed during the year and evaluated the terms and conditions of the sales contracts to assess whether the sale was properly recorded, including the removal of assets from the accounting records and related gain or loss on sale.
|
•
|
We tested the effectiveness of relevant controls, including management’s evaluation of its third party fair value specialist and the results of such specialist’s work.
|
•
|
With the assistance of our fair value specialists, we evaluated the appropriateness of management’s valuation of derivative instruments by developing independent fair value estimates for a sample of instruments and comparing our estimates to the Company’s estimates.
|
|
|
2019
|
|
2018
|
||||
Assets:
|
|
|
|
|
||||
Investments in single-family residential properties:
|
|
|
|
|
||||
Land
|
|
$
|
4,499,346
|
|
|
$
|
4,561,441
|
|
Building and improvements
|
|
13,747,818
|
|
|
13,668,533
|
|
||
|
|
18,247,164
|
|
|
18,229,974
|
|
||
Less: accumulated depreciation
|
|
(2,003,972
|
)
|
|
(1,543,914
|
)
|
||
Investments in single-family residential properties, net
|
|
16,243,192
|
|
|
16,686,060
|
|
||
Cash and cash equivalents
|
|
92,258
|
|
|
144,940
|
|
||
Restricted cash
|
|
193,987
|
|
|
215,051
|
|
||
Goodwill
|
|
258,207
|
|
|
258,207
|
|
||
Other assets, net
|
|
605,266
|
|
|
759,170
|
|
||
Total assets
|
|
$
|
17,392,910
|
|
|
$
|
18,063,428
|
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
||||
Mortgage loans, net
|
|
$
|
6,238,461
|
|
|
$
|
7,201,654
|
|
Secured term loan, net
|
|
400,978
|
|
|
—
|
|
||
Term loan facility, net
|
|
1,493,747
|
|
|
1,490,860
|
|
||
Revolving facility
|
|
—
|
|
|
—
|
|
||
Convertible senior notes, net
|
|
334,299
|
|
|
557,301
|
|
||
Accounts payable and accrued expenses
|
|
186,110
|
|
|
169,603
|
|
||
Resident security deposits
|
|
147,787
|
|
|
148,995
|
|
||
Other liabilities
|
|
325,450
|
|
|
125,829
|
|
||
Total liabilities
|
|
9,126,832
|
|
|
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 December 31, 2019 and 2018
|
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value per share, 9,000,000,000 shares authorized, 541,642,725 and 520,647,977 outstanding as of December 31, 2019 and 2018, respectively
|
|
5,416
|
|
|
5,206
|
|
||
Additional paid-in capital
|
|
9,010,194
|
|
|
8,629,462
|
|
||
Accumulated deficit
|
|
(524,588
|
)
|
|
(392,594
|
)
|
||
Accumulated other comprehensive loss
|
|
(276,600
|
)
|
|
(12,963
|
)
|
||
Total stockholders' equity
|
|
8,214,422
|
|
|
8,229,111
|
|
||
Non-controlling interests
|
|
51,656
|
|
|
140,075
|
|
||
Total equity
|
|
8,266,078
|
|
|
8,369,186
|
|
||
Total liabilities and equity
|
|
$
|
17,392,910
|
|
|
$
|
18,063,428
|
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Rental revenues and other property income
|
|
$
|
1,764,685
|
|
|
$
|
1,722,962
|
|
|
$
|
1,054,456
|
|
|
|
|
|
|
|
|
||||||
Expenses:
|
|
|
|
|
|
|
||||||
Property operating and maintenance
|
|
669,987
|
|
|
655,411
|
|
|
391,495
|
|
|||
Property management expense
|
|
61,614
|
|
|
65,485
|
|
|
43,344
|
|
|||
General and administrative
|
|
74,274
|
|
|
98,764
|
|
|
167,739
|
|
|||
Interest expense
|
|
367,173
|
|
|
383,595
|
|
|
256,970
|
|
|||
Depreciation and amortization
|
|
533,719
|
|
|
560,541
|
|
|
309,578
|
|
|||
Impairment and other
|
|
18,743
|
|
|
20,819
|
|
|
24,093
|
|
|||
Total expenses
|
|
1,725,510
|
|
|
1,784,615
|
|
|
1,193,219
|
|
|||
|
|
|
|
|
|
|
||||||
Other, net
|
|
11,600
|
|
|
6,958
|
|
|
(959
|
)
|
|||
Gain on sale of property, net of tax
|
|
96,336
|
|
|
49,682
|
|
|
33,896
|
|
|||
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
147,111
|
|
|
(5,013
|
)
|
|
(105,826
|
)
|
|||
Net (income) loss attributable to non-controlling interests
|
|
(1,648
|
)
|
|
86
|
|
|
489
|
|
|||
|
|
|
|
|
|
|
||||||
Net income (loss) attributable to common stockholders
|
|
$
|
145,463
|
|
|
$
|
(4,927
|
)
|
|
$
|
(105,337
|
)
|
|
|
|
|
|
|
|
||||||
|
|
For the Year Ended December 31, 2019
|
|
For the Year Ended December 31, 2018
|
|
February 1, 2017
through
December 31, 2017
|
||||||
Net income (loss) available to common stockholders — basic and diluted (Note 12)
|
|
$
|
145,068
|
|
|
$
|
(5,744
|
)
|
|
$
|
(89,073
|
)
|
Weighted average common shares outstanding — basic
|
|
531,235,962
|
|
|
520,376,929
|
|
|
339,423,442
|
|
|||
Weighted average common shares outstanding — diluted
|
|
532,499,787
|
|
|
520,376,929
|
|
|
339,423,442
|
|
|||
|
|
|
|
|
|
|
||||||
Net income (loss) per common share — basic
|
|
$
|
0.27
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.26
|
)
|
Net income (loss) per common share — diluted
|
|
$
|
0.27
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.26
|
)
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net income (loss)
|
|
$
|
147,111
|
|
|
$
|
(5,013
|
)
|
|
$
|
(105,826
|
)
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
||||||
Unrealized gains (losses) on interest rate swaps
|
|
(244,126
|
)
|
|
(43,211
|
)
|
|
31,636
|
|
|||
(Gains) losses from interest rate swaps reclassified into earnings from accumulated other comprehensive income (loss)
|
|
(20,763
|
)
|
|
(18,627
|
)
|
|
16,708
|
|
|||
Other comprehensive income (loss)
|
|
(264,889
|
)
|
|
(61,838
|
)
|
|
48,344
|
|
|||
Comprehensive loss
|
|
(117,778
|
)
|
|
(66,851
|
)
|
|
(57,482
|
)
|
|||
Comprehensive loss attributable to non-controlling interests
|
|
1,884
|
|
|
1,150
|
|
|
30
|
|
|||
|
|
|
|
|
|
|
||||||
Comprehensive loss attributable to common stockholders
|
|
$
|
(115,894
|
)
|
|
$
|
(65,701
|
)
|
|
$
|
(57,452
|
)
|
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
|
Combined Equity
|
|
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, 2016
|
|
$
|
1,957,423
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,957,423
|
|
|
$
|
—
|
|
|
$
|
1,957,423
|
|
Net loss
|
|
(16,879
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,879
|
)
|
|
—
|
|
|
(16,879
|
)
|
||||||||
Redemption of Series A Preferred Stock
|
|
(1,153
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,153
|
)
|
|
—
|
|
|
(1,153
|
)
|
||||||||
Distribution of Class B notes receivable
|
|
(19,686
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,686
|
)
|
|
—
|
|
|
(19,686
|
)
|
||||||||
Cancellation/distribution of Class B notes receivable
|
|
19,686
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,686
|
|
|
—
|
|
|
19,686
|
|
||||||||
Share-based compensation expense
|
|
12,001
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,001
|
|
|
—
|
|
|
12,001
|
|
||||||||
Accrued interest on Class B notes
|
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
||||||||
Balance as of January 31, 2017
|
|
1,951,407
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,951,407
|
|
|
—
|
|
|
1,951,407
|
|
||||||||
Pre-IPO reorganization transactions
|
|
(1,951,407
|
)
|
|
221,826,634
|
|
|
2,218
|
|
|
1,949,189
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of common stock — IPO
|
|
—
|
|
|
88,550,000
|
|
|
886
|
|
|
1,691,172
|
|
|
—
|
|
|
—
|
|
|
1,692,058
|
|
|
—
|
|
|
1,692,058
|
|
||||||||
Stock issuance costs — IPO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,726
|
)
|
|
—
|
|
|
—
|
|
|
(5,726
|
)
|
|
—
|
|
|
(5,726
|
)
|
||||||||
Issuance of common stock and INVH LP units — Mergers
|
|
—
|
|
|
207,448,958
|
|
|
2,075
|
|
|
4,918,459
|
|
|
—
|
|
|
—
|
|
|
4,920,534
|
|
|
151,881
|
|
|
5,072,415
|
|
||||||||
Stock issuance costs — Mergers
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,796
|
)
|
|
—
|
|
|
—
|
|
|
(3,796
|
)
|
|
—
|
|
|
(3,796
|
)
|
||||||||
Capital distributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(61
|
)
|
|
(61
|
)
|
||||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(88,458
|
)
|
|
—
|
|
|
(88,458
|
)
|
|
(489
|
)
|
|
(88,947
|
)
|
||||||||
Dividends and dividend equivalents declared ($0.22 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(69,137
|
)
|
|
—
|
|
|
(69,137
|
)
|
|
—
|
|
|
(69,137
|
)
|
||||||||
Issuance of common stock — settlement of RSUs, net of tax
|
|
—
|
|
|
1,347,550
|
|
|
13
|
|
|
(15,897
|
)
|
|
—
|
|
|
—
|
|
|
(15,884
|
)
|
|
—
|
|
|
(15,884
|
)
|
||||||||
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
69,202
|
|
|
—
|
|
|
—
|
|
|
69,202
|
|
|
—
|
|
|
69,202
|
|
||||||||
Total other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47,885
|
|
|
47,885
|
|
|
459
|
|
|
48,344
|
|
||||||||
Balance as of December 31, 2017
|
|
—
|
|
|
519,173,142
|
|
|
5,192
|
|
|
8,602,603
|
|
|
(157,595
|
)
|
|
47,885
|
|
|
8,498,085
|
|
|
151,790
|
|
|
8,649,875
|
|
||||||||
Capital distributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,020
|
)
|
|
(4,020
|
)
|
||||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,927
|
)
|
|
—
|
|
|
(4,927
|
)
|
|
(86
|
)
|
|
(5,013
|
)
|
||||||||
Dividends and dividend equivalents declared ($0.44 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(230,072
|
)
|
|
—
|
|
|
(230,072
|
)
|
|
—
|
|
|
(230,072
|
)
|
||||||||
Issuance of common stock — settlement of RSUs, net of tax
|
|
—
|
|
|
1,069,798
|
|
|
10
|
|
|
(9,255
|
)
|
|
—
|
|
|
—
|
|
|
(9,245
|
)
|
|
—
|
|
|
(9,245
|
)
|
||||||||
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,499
|
|
|
—
|
|
|
—
|
|
|
29,499
|
|
|
—
|
|
|
29,499
|
|
||||||||
Total other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(60,774
|
)
|
|
(60,774
|
)
|
|
(1,064
|
)
|
|
(61,838
|
)
|
||||||||
Redemption of OP Units for common stock
|
|
—
|
|
|
405,037
|
|
|
4
|
|
|
6,615
|
|
|
—
|
|
|
(74
|
)
|
|
6,545
|
|
|
(6,545
|
)
|
|
—
|
|
||||||||
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
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,074
|
)
|
|
(3,074
|
)
|
||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
145,463
|
|
|
—
|
|
|
145,463
|
|
|
1,648
|
|
|
147,111
|
|
||||||||
Dividends and dividend equivalents declared ($0.52 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(277,457
|
)
|
|
—
|
|
|
(277,457
|
)
|
|
—
|
|
|
(277,457
|
)
|
||||||||
Issuance of common stock — settlement of RSUs, net of tax
|
|
—
|
|
|
910,452
|
|
|
9
|
|
|
(8,173
|
)
|
|
—
|
|
|
—
|
|
|
(8,164
|
)
|
|
—
|
|
|
(8,164
|
)
|
||||||||
Issuance of common stock — settlement of 2019 Convertible Notes
|
|
|
|
12,553,864
|
|
|
126
|
|
|
229,818
|
|
|
—
|
|
|
—
|
|
|
229,944
|
|
|
—
|
|
|
229,944
|
|
|||||||||
Issuance of common stock, net
|
|
|
|
1,957,139
|
|
|
20
|
|
|
55,243
|
|
|
—
|
|
|
—
|
|
|
55,263
|
|
|
—
|
|
|
55,263
|
|
|||||||||
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,724
|
|
|
—
|
|
|
—
|
|
|
16,724
|
|
|
1,434
|
|
|
18,158
|
|
||||||||
Total other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(261,357
|
)
|
|
(261,357
|
)
|
|
(3,532
|
)
|
|
(264,889
|
)
|
||||||||
Redemption of OP Units for common stock
|
|
—
|
|
|
5,573,293
|
|
|
55
|
|
|
87,120
|
|
|
—
|
|
|
(2,280
|
)
|
|
84,895
|
|
|
(84,895
|
)
|
|
—
|
|
||||||||
Balance as of December 31, 2019
|
|
—
|
|
|
541,642,725
|
|
|
$
|
5,416
|
|
|
$
|
9,010,194
|
|
|
$
|
(524,588
|
)
|
|
$
|
(276,600
|
)
|
|
$
|
8,214,422
|
|
|
$
|
51,656
|
|
|
$
|
8,266,078
|
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Operating Activities:
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
147,111
|
|
|
$
|
(5,013
|
)
|
|
$
|
(105,826
|
)
|
|
|
|
|
|
|
|
||||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
533,719
|
|
|
560,541
|
|
|
309,578
|
|
|||
Share-based compensation expense
|
|
18,158
|
|
|
29,499
|
|
|
81,203
|
|
|||
Amortization of deferred leasing costs
|
|
10,621
|
|
|
11,258
|
|
|
12,143
|
|
|||
Amortization of deferred financing costs
|
|
39,259
|
|
|
27,191
|
|
|
22,271
|
|
|||
Amortization of debt discounts
|
|
7,343
|
|
|
9,124
|
|
|
1,390
|
|
|||
Provisions for impairment
|
|
14,210
|
|
|
6,709
|
|
|
2,231
|
|
|||
Gain on sale of property, net of tax
|
|
(96,336
|
)
|
|
(49,682
|
)
|
|
(33,896
|
)
|
|||
Change in fair value of derivative instruments
|
|
1,913
|
|
|
12,039
|
|
|
5,845
|
|
|||
Other noncash amounts included in net income (loss)
|
|
(6,569
|
)
|
|
6,342
|
|
|
(2,940
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Other assets, net
|
|
(10,890
|
)
|
|
(14,083
|
)
|
|
(10,605
|
)
|
|||
Accounts payable and accrued expenses
|
|
5,207
|
|
|
(26,643
|
)
|
|
(10,294
|
)
|
|||
Resident security deposits
|
|
(1,208
|
)
|
|
2,306
|
|
|
3,281
|
|
|||
Other liabilities
|
|
(408
|
)
|
|
(8,347
|
)
|
|
(11,411
|
)
|
|||
Net cash provided by operating activities
|
|
662,130
|
|
|
561,241
|
|
|
262,970
|
|
|||
|
|
|
|
|
|
|
||||||
Investing Activities:
|
|
|
|
|
|
|
||||||
Cash and restricted cash acquired in the Mergers (Note 15)
|
|
—
|
|
|
—
|
|
|
203,508
|
|
|||
Amounts deposited and held by others
|
|
(395
|
)
|
|
9,074
|
|
|
2,513
|
|
|||
Acquisition of single-family residential properties
|
|
(586,075
|
)
|
|
(252,391
|
)
|
|
(228,499
|
)
|
|||
Initial renovations to single-family residential properties
|
|
(57,437
|
)
|
|
(45,733
|
)
|
|
(42,625
|
)
|
|||
Other capital expenditures for single-family residential properties
|
|
(164,244
|
)
|
|
(141,688
|
)
|
|
(58,456
|
)
|
|||
Proceeds from sale of single-family residential properties
|
|
855,583
|
|
|
490,699
|
|
|
205,980
|
|
|||
Purchases of investments in debt securities
|
|
—
|
|
|
(211,737
|
)
|
|
(95,174
|
)
|
|||
Repayment proceeds from retained debt securities
|
|
49,960
|
|
|
224,035
|
|
|
79,292
|
|
|||
Other investing activities
|
|
4,834
|
|
|
(9,266
|
)
|
|
(1,846
|
)
|
|||
Net cash provided by investing activities
|
|
102,226
|
|
|
62,993
|
|
|
64,693
|
|
|||
|
|
|
|
|
|
|
||||||
Financing Activities:
|
|
|
|
|
|
|
||||||
Proceeds from IPO, net of underwriting discounts
|
|
—
|
|
|
—
|
|
|
1,692,058
|
|
|||
IPO costs paid
|
|
—
|
|
|
—
|
|
|
(2,757
|
)
|
|||
Merger costs paid
|
|
—
|
|
|
—
|
|
|
(3,796
|
)
|
|||
Payment of dividends and dividend equivalents
|
|
(276,681
|
)
|
|
(230,072
|
)
|
|
(68,997
|
)
|
|||
Distributions to non-controlling interests
|
|
(3,074
|
)
|
|
(4,020
|
)
|
|
(61
|
)
|
|||
Payment of taxes related to net share settlement of RSUs
|
|
(8,164
|
)
|
|
(9,245
|
)
|
|
(15,884
|
)
|
|||
Payments on credit facilities
|
|
—
|
|
|
—
|
|
|
(2,321,585
|
)
|
|||
Proceeds from mortgage loans
|
|
—
|
|
|
4,234,483
|
|
|
1,861,447
|
|
|||
Payments on mortgage loans
|
|
(997,421
|
)
|
|
(4,579,594
|
)
|
|
(2,951,008
|
)
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Proceeds from secured term loan
|
|
403,464
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from term loan facility
|
|
—
|
|
|
—
|
|
|
1,500,000
|
|
|||
Proceeds from revolving facility
|
|
485,000
|
|
|
285,000
|
|
|
135,000
|
|
|||
Payments on revolving facility
|
|
(485,000
|
)
|
|
(320,000
|
)
|
|
(100,000
|
)
|
|||
Proceeds from issuance of common stock, net
|
|
55,263
|
|
|
—
|
|
|
—
|
|
|||
Deferred financing costs paid
|
|
(2,613
|
)
|
|
(55,681
|
)
|
|
(54,576
|
)
|
|||
Other financing activities
|
|
(8,876
|
)
|
|
(1,676
|
)
|
|
(1,153
|
)
|
|||
Net cash used in financing activities
|
|
(838,102
|
)
|
|
(680,805
|
)
|
|
(331,312
|
)
|
|||
|
|
|
|
|
|
|
||||||
Change in cash, cash equivalents, and restricted cash
|
|
(73,746
|
)
|
|
(56,571
|
)
|
|
(3,649
|
)
|
|||
Cash, cash equivalents, and restricted cash, beginning of period (Note 4)
|
|
359,991
|
|
|
416,562
|
|
|
420,211
|
|
|||
Cash, cash equivalents, and restricted cash, end of period (Note 4)
|
|
$
|
286,245
|
|
|
$
|
359,991
|
|
|
$
|
416,562
|
|
|
|
|
|
|
|
|
||||||
Supplemental cash flow disclosures:
|
|
|
|
|
|
|
||||||
Interest paid, net of amounts capitalized
|
|
$
|
322,085
|
|
|
$
|
335,973
|
|
|
$
|
226,306
|
|
Cash paid for income taxes
|
|
2,781
|
|
|
2,069
|
|
|
2,525
|
|
|||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
|
|
|
||||||
Operating cash flows from operating leases
|
|
5,365
|
|
|
N/A
|
|
|
N/A
|
|
|||
|
|
|
|
|
|
|
||||||
Noncash investing and financing activities:
|
|
|
|
|
|
|
||||||
Accrued renovation improvements at period end
|
|
$
|
13,382
|
|
|
$
|
7,189
|
|
|
$
|
8,715
|
|
Accrued residential property capital improvements at period end
|
|
11,520
|
|
|
7,189
|
|
|
7,282
|
|
|||
Transfer of residential property, net to other assets, net for held for sale assets
|
|
545,448
|
|
|
441,005
|
|
|
76,801
|
|
|||
Reclassification of IPO costs from other assets to additional paid-in capital
|
|
—
|
|
|
—
|
|
|
2,969
|
|
|||
Change in other comprehensive income (loss) from cash flow hedges
|
|
(266,676
|
)
|
|
(73,242
|
)
|
|
46,624
|
|
|||
ROU assets obtained in exchange for operating lease liabilities
|
|
1,721
|
|
|
N/A
|
|
|
N/A
|
|
|||
Capital leases
|
|
N/A
|
|
|
2,209
|
|
|
—
|
|
|||
Net settlement of 2019 Convertible Notes in shares of common stock
|
|
229,944
|
|
|
—
|
|
|
—
|
|
•
|
Acquisition of Real Estate Assets: Upon acquisition, we evaluate our acquired single-family residential properties for purposes of determining whether a transaction should be accounted for as an asset acquisition or business combination. Upon adoption of ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, our purchases of homes are treated as asset acquisitions and are recorded at their purchase price, which is allocated between land, building and improvements, and in-place lease intangibles (when a resident is in place at the acquisition date) based upon their relative fair values at the date of acquisition. The purchase price for purposes of this allocation is inclusive of acquisition costs which typically include legal fees, bidding service and title fees, payments made to cure tax, utility, homeowners’ association (“HOA”), and other mechanic’s and miscellaneous liens, as well as other closing costs. Properties acquired in the Mergers were recorded at fair value. The fair values of acquired in-place lease intangibles, if any, are based on the costs to execute similar leases, including commissions and other related costs. The origination value of in-place lease intangibles also includes an estimate of lost rent revenue at in-place rental rates during the estimated time required to lease the property. In-place lease intangibles are amortized over the life of the leases and are recorded in other assets, net in our consolidated balance sheets.
|
•
|
Cost Capitalization: We incur costs to acquire, stabilize, and prepare our single-family residential properties to be leased. We capitalize these costs as a component of our investment in each single-family residential property, using specific identification and relative allocation methodologies, including renovation costs and other costs associated with activities that are directly related to preparing our properties for use as rental real estate. Other costs include interest costs, property taxes, property insurance, utilities, HOA fees, and a portion of the salaries and benefits of the Manager’s employees who are directly responsible for the execution of our stabilization activities. The capitalization period associated with our stabilization activities begins at the time that such activities commence and concludes at the time that a single-family residential property is available to be leased.
|
•
|
Depreciation: Costs capitalized in connection with single-family residential property acquisitions, stabilization activities, and on an ongoing basis are depreciated over their estimated useful lives on a straight-line basis. The depreciation period commences upon the completion of stabilization-related activities or upon the completion of improvements made on an ongoing basis. For those costs capitalized in connection with residential property acquisitions and stabilization activities and those capitalized on an ongoing basis, the weighted average useful lives range from 7 years to 28.5 years.
|
•
|
Provisions for Impairment: We continuously evaluate, by property, whether there are any events or changes in circumstances indicating that the carrying amount of our single-family residential properties may not be recoverable. Examples of such events and changes in circumstances that we consider include significant and persistent declines in an individual property’s net operating income, regional changes in home price appreciation as measured by certain independently developed indices, change in expected use of the property, significant adverse legal factors, substantive damage to the individual property as a result of natural disasters and other risks inherent in our business not covered by insurance proceeds, or a current expectation that a property will be disposed of prior to the end of its estimated useful life.
|
•
|
Single-Family Residential Properties Held for Sale: From time to time, we may identify single-family residential properties to be sold. At the time that any such properties are identified, we perform an evaluation to determine whether or not such properties should be classified as held for sale in accordance with GAAP. Factors considered as part of our held for sale evaluation process include whether the following conditions have been met: (i) we have committed to a plan to sell a property; (ii) the property is immediately available for sale in its present condition; (iii) an active program to locate a buyer and other actions required to complete the plan to sell a property have been initiated; (iv) the sale of a property is probable within one year (generally determined based upon listing for sale); (v) the property is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. To the extent that these factors are all present, we cease depreciating the property, measure the property at the lower of its carrying amount or its fair value less estimated costs to sell, and present the property separately within other assets, net on our consolidated balance sheets. As of December 31, 2019 and 2018, we classified $116,529 and $154,077, respectively, as held for sale assets in our consolidated balance sheets (see Note 5).
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
Land
|
|
$
|
4,499,346
|
|
|
$
|
4,561,441
|
|
Single-family residential property
|
|
13,121,179
|
|
|
13,026,317
|
|
||
Capital improvements
|
|
513,269
|
|
|
525,670
|
|
||
Equipment
|
|
113,370
|
|
|
116,546
|
|
||
Total gross investments in the properties
|
|
18,247,164
|
|
|
18,229,974
|
|
||
Less: accumulated depreciation
|
|
(2,003,972
|
)
|
|
(1,543,914
|
)
|
||
Investments in single-family residential properties, net
|
|
$
|
16,243,192
|
|
|
$
|
16,686,060
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Cash and cash equivalents
|
|
$
|
92,258
|
|
|
$
|
144,940
|
|
Restricted cash
|
|
193,987
|
|
|
215,051
|
|
||
Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows
|
|
$
|
286,245
|
|
|
$
|
359,991
|
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
Resident security deposits
|
|
$
|
148,186
|
|
|
$
|
150,346
|
|
Collections
|
|
24,034
|
|
|
26,677
|
|
||
Property taxes
|
|
10,443
|
|
|
26,163
|
|
||
Capital expenditures
|
|
5,627
|
|
|
5,269
|
|
||
Letters of credit
|
|
3,459
|
|
|
3,444
|
|
||
Special and other reserves
|
|
2,238
|
|
|
3,152
|
|
||
Total
|
|
$
|
193,987
|
|
|
$
|
215,051
|
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
Investments in debt securities, net
|
|
$
|
316,991
|
|
|
$
|
366,599
|
|
Held for sale assets(1)
|
|
116,529
|
|
|
154,077
|
|
||
Investment in unconsolidated joint venture
|
|
54,778
|
|
|
56,622
|
|
||
Prepaid expenses
|
|
32,106
|
|
|
30,970
|
|
||
Rent and other receivables, net
|
|
25,244
|
|
|
33,117
|
|
||
ROU lease assets — operating and finance, net
|
|
13,768
|
|
|
N/A
|
|
||
Corporate fixed assets, net
|
|
9,825
|
|
|
11,792
|
|
||
Deferred leasing costs, net
|
|
7,427
|
|
|
6,316
|
|
||
Deferred financing costs, net
|
|
2,765
|
|
|
5,134
|
|
||
Derivative instruments (Note 7)
|
|
1,643
|
|
|
75,405
|
|
||
Amounts deposited and held by others
|
|
1,348
|
|
|
1,010
|
|
||
Other
|
|
22,842
|
|
|
18,128
|
|
||
Total
|
|
$
|
605,266
|
|
|
$
|
759,170
|
|
|
(1)
|
As of December 31, 2019 and 2018, 478 and 738 properties, respectively, are classified as held for sale.
|
|
|
December 31, 2019
|
||||||
|
|
Operating
Leases
|
|
Finance
Leases
|
||||
Other assets
|
|
$
|
12,552
|
|
|
$
|
1,216
|
|
Other liabilities
|
|
13,787
|
|
|
1,210
|
|
||
Weighted average remaining lease term
|
|
3.8 years
|
|
|
2.0 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)
|
|
December 31,
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
|
|
995,520
|
|
|
995,826
|
|
||
SWH 2017-1(6)
|
|
September 29, 2017
|
|
October 9, 2020
|
|
3.32%
|
|
102-347 bps
|
|
744,092
|
|
|
764,685
|
|
||
IH 2017-2(6)
|
|
November 9, 2017
|
|
December 9, 2020
|
|
2.90%
|
|
91-186 bps
|
|
624,475
|
|
|
856,238
|
|
||
IH 2018-1(6)(7)
|
|
February 8, 2018
|
|
March 9, 2020
|
|
2.87%
|
|
76-206 bps
|
|
793,720
|
|
|
911,827
|
|
||
IH 2018-2(6)(8)
|
|
May 8, 2018
|
|
June 9, 2020
|
|
3.11%
|
|
95-230 bps
|
|
957,135
|
|
|
1,035,749
|
|
||
IH 2018-3(6)(8)
|
|
June 28, 2018
|
|
July 9, 2020
|
|
3.15%
|
|
105-230 bps
|
|
1,213,035
|
|
|
1,296,959
|
|
||
IH 2018-4(6)
|
|
November 7, 2018
|
|
January 9, 2021
|
|
3.18%
|
|
115-225 bps
|
|
938,430
|
|
|
959,578
|
|
||
Total Securitizations
|
|
6,266,407
|
|
|
7,263,476
|
|
||||||||||
Less: deferred financing costs, net
|
|
(27,946
|
)
|
|
(61,822
|
)
|
||||||||||
Total
|
|
$
|
6,238,461
|
|
|
$
|
7,201,654
|
|
|
(1)
|
Maturity date represents repayment date for mortgage loans which have been repaid in full prior to December 31, 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 LIBOR (or a comparable or successor rate as provided for in our loan agreements), plus applicable servicing fees; as of December 31, 2019, LIBOR was 1.76%. 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 December 31, 2019.
|
(4)
|
Outstanding principal balance is net of discounts and does not include deferred financing costs, net.
|
(5)
|
Net of unamortized discount of $2,641 and $2,993 as of December 31, 2019 and 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). Our SWH 2017-1 and IH 2017-2 mortgage loans have exercised the first extension option. The maturity dates above reflect all extensions that have been exercised.
|
(7)
|
On December 3, 2019, we submitted a notification to request an extension of the maturity of the IH 2018-1 mortgage loan from March 9, 2020 to March 9, 2021 upon approval.
|
(8)
|
On February 7, 2020, we made voluntary prepayments of $15,000 and $60,000 on outstanding borrowings with unrestricted cash on hand against the outstanding balances of IH 2018-2 and IH 2018-3, respectively (see Note 17).
|
|
(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 for the twelfth year bears interest at a floating rate based on a spread of 147 bps over one month LIBOR (or a comparable or successor rate as provided for in our loan agreement), including applicable servicing fees, subject to certain adjustments as outlined in the loan agreement. 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 December 31, 2019, the applicable margins were 1.70% and 1.75%, respectively, and LIBOR was 1.76%.
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal Amount
|
||||||
|
|
Coupon
Rate |
|
Effective
Rate(1) |
|
Conversion
Rate(2) |
|
Maturity
Date |
|
Remaining Amortization
Period |
|
December 31,
2019 |
|
December 31,
2018 |
||||
2019 Convertible Notes
|
|
—%
|
|
—%
|
|
N/A
|
|
July 1, 2019
|
|
N/A
|
|
$
|
—
|
|
|
$
|
229,993
|
|
2022 Convertible Notes
|
|
3.50%
|
|
5.12%
|
|
43.7694
|
|
January 15, 2022
|
|
2.04 years
|
|
345,000
|
|
|
345,000
|
|
||
Total
|
345,000
|
|
|
574,993
|
|
|||||||||||||
Net unamortized fair value adjustment
|
(10,701
|
)
|
|
(17,692
|
)
|
|||||||||||||
Total
|
$
|
334,299
|
|
|
$
|
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 $324,252 for the 2022 Convertible Notes. For the 2019 Convertible Notes, the effective interest rate was 4.92%. This rate included the effect of the adjustment to the fair value of the debt as of the Merger Date and reduced the initial liability recorded to $223,185.
|
(2)
|
The conversion rate as of December 31, 2019 represents the number of shares of common stock issuable per $1,000 principal amount (actual $) of the 2022 Convertible Notes converted on such date, as adjusted in accordance with the indenture as a result of cash dividend payments and the effects of the Mergers. As of December 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)
|
|
Secured Term Loan
|
|
Term Loan Facility
|
|
Revolving Facility
|
|
Convertible Senior Notes
|
|
Total
|
||||||||||||
2020
|
|
$
|
4,332,457
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,332,457
|
|
2021
|
|
938,430
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
938,430
|
|
||||||
2022
|
|
—
|
|
|
—
|
|
|
1,500,000
|
|
|
—
|
|
|
345,000
|
|
|
1,845,000
|
|
||||||
2023
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
2024
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Thereafter
|
|
995,520
|
|
|
403,464
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,398,984
|
|
||||||
Total
|
|
6,266,407
|
|
|
403,464
|
|
|
1,500,000
|
|
|
—
|
|
|
345,000
|
|
|
8,514,871
|
|
||||||
Less: deferred financing costs, net
|
|
(27,946
|
)
|
|
(2,486
|
)
|
|
(6,253
|
)
|
|
—
|
|
|
—
|
|
|
(36,685
|
)
|
||||||
Less: unamortized fair value adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,701
|
)
|
|
(10,701
|
)
|
||||||
Total
|
|
$
|
6,238,461
|
|
|
$
|
400,978
|
|
|
$
|
1,493,747
|
|
|
$
|
—
|
|
|
$
|
334,299
|
|
|
$
|
8,467,485
|
|
|
(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 11, 2019(1)
|
|
February 28, 2017
|
|
December 31, 2024
|
|
1.74%
|
|
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
|
|
|
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(2)
|
|
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
|
|
|
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
|
|
|
December 9, 2019(3)
|
|
July 15, 2021
|
|
November 30, 2024
|
|
2.90%
|
|
One month LIBOR
|
|
400,000
|
|
|
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 December 11, 2019, we modified an interest rate swap instrument to extend the maturity date from January 31, 2022 to December 31, 2024 with a decrease in the strike rate from 1.97% to 1.74%.
|
(2)
|
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.
|
(3)
|
On December 9, 2019, we modified the start date of an interest rate swap instrument from January 31, 2020 to July 15, 2021. We paid the counterparty $8,239 in connection with this modification.
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
|
|
|
Fair Value as of
|
|
|
|
Fair Value as of
|
||||||||||||
|
|
Balance
Sheet Location |
|
December 31,
2019 |
|
December 31,
2018 |
|
Balance
Sheet Location |
|
December 31,
2019 |
|
December 31,
2018 |
||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
|
Other
assets |
|
$
|
1,643
|
|
|
$
|
74,929
|
|
|
Other liabilities
|
|
$
|
275,679
|
|
|
$
|
90,527
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate caps
|
|
Other
assets |
|
—
|
|
|
476
|
|
|
Other liabilities
|
|
—
|
|
|
440
|
|
||||
Total
|
|
|
|
$
|
1,643
|
|
|
$
|
75,405
|
|
|
|
|
$
|
275,679
|
|
|
$
|
90,967
|
|
|
|
December 31, 2019
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
Gross Amounts Not Offset in the Statement of Financial Position
|
|
|
||||||||||||||
|
|
Gross Amounts of Recognized Assets/ Liabilities
|
|
Gross Amounts Offset in the Statement of Financial Position
|
|
Net Amounts of Assets/ Liabilities Presented in the Statement of Financial Position
|
|
Financial Instruments
|
|
Cash Collateral Received
|
|
Net
Amount |
||||||||||||
Offsetting assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivatives
|
|
$
|
1,643
|
|
|
$
|
—
|
|
|
$
|
1,643
|
|
|
$
|
(1,054
|
)
|
|
$
|
—
|
|
|
$
|
589
|
|
Offsetting liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivatives
|
|
$
|
275,679
|
|
|
$
|
—
|
|
|
$
|
275,679
|
|
|
$
|
(1,054
|
)
|
|
$
|
—
|
|
|
$
|
274,625
|
|
|
|
December 31, 2018
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
Gross Amounts Not Offset in the Statement of Financial Position
|
|
|
||||||||||||||
|
|
Gross Amounts of Recognized Assets/ Liabilities
|
|
Gross Amounts Offset in the Statement of Financial Position
|
|
Net Amounts of Assets/ Liabilities Presented in the 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 Consolidated Statements of Operations
|
||||||||||||||||||||||||||||||
|
|
For the Years Ended December 31,
|
|
|
For the Years Ended December 31,
|
|
For the Years Ended December 31,
|
|||||||||||||||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||||||
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Interest rate swaps
|
|
$
|
(244,126
|
)
|
|
$
|
(43,211
|
)
|
|
$
|
31,636
|
|
|
Interest expense
|
|
$
|
20,763
|
|
|
$
|
18,627
|
|
|
$
|
(16,708
|
)
|
|
$
|
367,173
|
|
|
$
|
383,595
|
|
|
$
|
256,970
|
|
|
|
Location of
Loss Recognized in Net Income (Loss) on Derivative |
|
Amount of Loss Recognized in Net Income (Loss) on Derivative
|
||||||||||
|
|
|
For the Years Ended December 31,
|
|||||||||||
|
|
|
2019
|
|
2018
|
|
2017
|
|||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||
Interest rate swaps
|
|
Interest expense
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(3,674
|
)
|
Interest rate caps
|
|
Interest expense
|
|
(126
|
)
|
|
(641
|
)
|
|
(364
|
)
|
|||
Total
|
|
|
|
$
|
(126
|
)
|
|
$
|
(641
|
)
|
|
$
|
(4,038
|
)
|
|
|
Record Date
|
|
Amount
per Share
|
|
Pay Date
|
|
Total Amount Declared
|
||||
Q4-2019
|
|
November 13, 2019
|
|
$
|
0.13
|
|
|
November 27, 2019
|
|
$
|
70,693
|
|
Q3-2019
|
|
August 15, 2019
|
|
0.13
|
|
|
August 30, 2019
|
|
70,465
|
|
||
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 years ended December 31, 2019, 2018, and 2017, we granted 534,547, 644,733, and 874,410 RSUs, respectively, pursuant to 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 LTIP awards issued during the year ended December 31, 2017 are divided into three tranches (“Tranche 1,” “Tranche 2,” and “Tranche 3”), which vest over periods ranging from one to four years.
|
•
|
PRSU Results: During the years ended December 31, 2019 and 2018, certain PRSUs vested and achieved performance in excess of the target level, resulting in the issuance of an additional 23,392 and 39,871 shares of common stock, respectively. 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 during the year ended December 31, 2019. Such awards are reflected as an increase in the number of awards forfeited/canceled in the table below.
|
•
|
Director Awards: During the year ended December 31, 2019, we granted 53,704 time-vesting RSUs to members of our board of directors, which awards will fully vest on the date of INVH’s 2020 annual stockholders meeting, subject to continued service on the board of directors through such date. During the years ended December 31, 2018 and 2017, INVH issued 52,114 and 69,875 time-vesting RSUs, which awards fully vested on the dates of INVH’s 2019 and 2018 annual stockholders meetings, respectively.
|
•
|
Merger-Related Awards: During the year ended December 31, 2018, the grant date was established for 168,184 PRSUs issued in connection with the Mergers. These Merger-related PRSUs may be earned based on the achievement of certain measures over performance periods that began on the Merger Date and end approximately one and a half to three years thereafter. The number of Merger-related 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. During the year ended December 31, 2019, 77,926 of such PRSUs were forfeited, and 90,258 remain outstanding as of December 31, 2019. In general, the remaining outstanding Merger-related PRSUs are earned on the applicable Certification Date and will vest on the later of the Certification Date or the originally scheduled vesting date. During the year ended December 31, 2017, in connection with the Mergers, INVH issued 150,927 time-vesting awards which were scheduled to vest over a three year service period beginning on the Merger Date. During the year ended December 31, 2019, vesting of all remaining time-vesting merger-related awards was accelerated in accordance with the terms of the award agreement; and no such time-vesting merger-related awards remain outstanding as of December 31, 2019.
|
•
|
Bonus and Retention Awards: During the year ended December 31, 2018, we granted 136,941 RSUs to employees (the “2018 Bonus Awards”). Each of the 2018 Bonus Awards is a time-vesting award which vests in three equal annual installments based on an anniversary date of March 1, 2018, subject to continued employment through the applicable vesting date. During the year ended December 31, 2017, we granted 307,327 RSUs (the “Retention Awards”) each of which award is a time-vesting award with service periods, as amended, ranging from two years to four years.
|
•
|
Conversion of Pre-IPO Awards: In January 2017, as more fully described below, certain of the Class B Units were converted into 62,529 RSAs, all of which have vested in accordance with the original terms of the Class B Unit award agreements as of December 31, 2019.
|
•
|
Supplemental Bonus Plan: In October 2016, we established a supplemental bonus plan for certain key executives and employees (the “Supplemental Bonus Plan”). Pursuant to the Supplemental Bonus Plan, the awards became payable and the payment amount became determinable upon the completion of the IPO. In January 2017, the $59,797 of awards were converted into 2,988,120 time-vesting RSUs that generally vested in three equal annual installments, commencing on the completion of the INVH IPO and on the first and second anniversaries thereafter, unless modified in connection with the Mergers or the resulting integration. As of December 31, 2019, all Supplemental Bonus Plan awards have vested or have been forfeited.
|
|
|
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, January 31, 2017
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
|
4,042,601
|
|
|
20.28
|
|
|
651,837
|
|
|
22.25
|
|
|
4,694,438
|
|
|
20.56
|
|
|||
Assumed in the Mergers
|
|
949,698
|
|
|
23.01
|
|
|
—
|
|
|
—
|
|
|
949,698
|
|
|
23.01
|
|
|||
Vested(2)
|
|
(2,147,554
|
)
|
|
(19.93
|
)
|
|
(101,448
|
)
|
|
(22.34
|
)
|
|
(2,249,002
|
)
|
|
(20.04
|
)
|
|||
Forfeited / canceled
|
|
(148,843
|
)
|
|
(20.42
|
)
|
|
(142,287
|
)
|
|
(22.18
|
)
|
|
(291,130
|
)
|
|
(21.28
|
)
|
|||
Balance, December 31, 2017
|
|
2,695,902
|
|
|
21.51
|
|
|
408,102
|
|
|
22.25
|
|
|
3,104,004
|
|
|
20.79
|
|
|||
Granted
|
|
387,746
|
|
|
21.94
|
|
|
654,137
|
|
|
22.22
|
|
|
1,041,883
|
|
|
22.12
|
|
|||
Vested(2)
|
|
(1,351,019
|
)
|
|
(21.38
|
)
|
|
(133,496
|
)
|
|
(23.11
|
)
|
|
(1,484,515
|
)
|
|
(21.54
|
)
|
|||
Forfeited / canceled
|
|
(136,985
|
)
|
|
(22.69
|
)
|
|
(40,010
|
)
|
|
(22.44
|
)
|
|
(176,995
|
)
|
|
(22.63
|
)
|
|||
Balance, December 31, 2018
|
|
1,595,644
|
|
|
21.63
|
|
|
888,733
|
|
|
22.09
|
|
|
2,484,377
|
|
|
21.79
|
|
|||
Granted
|
|
242,224
|
|
|
23.44
|
|
|
369,419
|
|
|
24.27
|
|
|
611,643
|
|
|
23.94
|
|
|||
Vested(2)
|
|
(1,076,025
|
)
|
|
(21.46
|
)
|
|
(83,938
|
)
|
|
(21.21
|
)
|
|
(1,159,963
|
)
|
|
(21.45
|
)
|
|||
Forfeited / canceled
|
|
(76,774
|
)
|
|
(22.03
|
)
|
|
(249,138
|
)
|
|
(21.75
|
)
|
|
(325,912
|
)
|
|
(21.81
|
)
|
|||
Balance, December 31, 2019
|
|
685,069
|
|
|
$
|
22.48
|
|
|
925,076
|
|
|
$
|
23.13
|
|
|
1,610,145
|
|
|
$
|
22.86
|
|
|
(1)
|
Total share-based awards excludes Outperformance Awards.
|
(2)
|
All vested share-based awards are included in basic EPS for the periods after each award’s vesting date. The estimated fair value of share-based awards that fully vested during the years ended December 31, 2019, 2018, and 2017 was $30,526, $33,106, and $45,528, respectively. During the years ended December 31, 2019, 2018, and 2017, vested awards include the acceleration of 295,459, 374,162, and 652,368 RSUs, respectively, pursuant to the terms and conditions of the Omnibus Incentive Plan and related award agreements.
|
|
|
For the Years Ended December 31,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||||
Expected volatility(1)
|
|
17.2
|
%
|
—
|
17.4%
|
|
14.5
|
%
|
—
|
17.3%
|
|
25.0%
|
||
Risk-free rate
|
|
2.25
|
%
|
—
|
2.42%
|
|
2.38%
|
|
1.40%
|
|||||
Expected holding period (years)
|
|
2.84
|
|
—
|
2.92
|
|
2.71
|
|
—
|
2.84
|
|
0.52
|
—
|
2.52
|
|
(1)
|
Expected volatility for awards granted during the years ended December 31, 2019 and 2018 was estimated based on the historical volatility of INVH’s realized returns and the applicable index. Expected volatility for awards granted during the year ended December 31, 2017 was estimated based on the leverage adjusted historical volatility of certain of our peer companies over a historical term commensurate with the remaining expected holding period.
|
|
|
Class B Units
|
|||||||||||||||||||
|
|
Employee
|
|
Non-employee
|
|
Total Class B Units
|
|||||||||||||||
|
|
Number of Units
|
|
Weighted Average Fair Value
|
|
Number of Units
|
|
Weighted Average Fair Value
|
|
Number of Units
|
|
Weighted Average Fair Value
|
|||||||||
Balance, December 31, 2016
|
|
9,915
|
|
|
$
|
4.2
|
|
|
39,638
|
|
|
$
|
2.5
|
|
|
49,553
|
|
|
$
|
2.9
|
|
Granted
|
|
85
|
|
|
14.0
|
|
|
9,753
|
|
|
—
|
|
|
9,838
|
|
|
0.1
|
|
|||
Converted to RSAs
|
|
(245
|
)
|
|
(3.4
|
)
|
|
(485
|
)
|
|
(0.8
|
)
|
|
(730
|
)
|
|
(1.7
|
)
|
|||
Canceled
|
|
(555
|
)
|
|
(8.2
|
)
|
|
(17,114
|
)
|
|
(0.4
|
)
|
|
(17,669
|
)
|
|
(0.6
|
)
|
|||
Converted to units of affiliated entities
|
|
(9,200
|
)
|
|
(4.0
|
)
|
|
(31,792
|
)
|
|
(2.9
|
)
|
|
(40,992
|
)
|
|
(3.2
|
)
|
|||
Balance, January 31, 2017
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
General and administrative
|
|
$
|
15,083
|
|
|
$
|
23,999
|
|
|
$
|
70,906
|
|
Property management expense
|
|
3,075
|
|
|
5,500
|
|
|
10,297
|
|
|||
Total
|
|
$
|
18,158
|
|
|
$
|
29,499
|
|
|
$
|
81,203
|
|
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
|
|
|
Carrying
Value |
|
Fair
Value |
|
Carrying
Value |
|
Fair
Value |
||||||||
Assets carried at historical cost on the consolidated balance sheets:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Investments in debt securities(1)
|
|
Level 2
|
|
$
|
316,991
|
|
|
$
|
318,299
|
|
|
$
|
366,599
|
|
|
$
|
365,196
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities carried at historical cost on the consolidated balance sheets:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mortgage loans(2)
|
|
Level 2
|
|
$
|
6,266,407
|
|
|
$
|
6,292,261
|
|
|
$
|
7,263,476
|
|
|
$
|
7,235,685
|
|
Secured Term Loan(3)
|
|
Level 3
|
|
403,464
|
|
|
411,213
|
|
|
—
|
|
|
—
|
|
||||
Term Loan Facility(4)
|
|
Level 3
|
|
1,500,000
|
|
|
1,500,444
|
|
|
1,500,000
|
|
|
1,500,773
|
|
||||
Convertible Senior Notes(5)
|
|
Level 3
|
|
334,299
|
|
|
346,489
|
|
|
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 $27,946 and $61,822 of deferred financing costs as of December 31, 2019 and 2018, respectively.
|
(3)
|
The carrying value of the Secured Term Loan excludes $2,486 of deferred financing costs as of December 31, 2019.
|
(4)
|
The carrying value of the Term Loan Facility excludes $6,253 and $9,140 of deferred financing costs as of December 31, 2019 and 2018, respectively.
|
(5)
|
The carrying values of the Convertible Senior Notes include unamortized discounts of $10,701 and $17,692 as of December 31, 2019 and 2018, respectively.
|
|
(1)
|
Our Level 3 fair value instruments require interest only monthly payments.
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Investments in single-family residential properties, net held for use (Level 3):
|
|
|
|
|
|
|
||||||
Pre-impairment amount
|
|
$
|
9,255
|
|
|
$
|
2,179
|
|
|
$
|
2,942
|
|
Total impairments
|
|
(2,193
|
)
|
|
(507
|
)
|
|
(861
|
)
|
|||
Fair value
|
|
$
|
7,062
|
|
|
$
|
1,672
|
|
|
$
|
2,081
|
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Investments in single-family residential properties, net held for sale (Level 3):
|
|
|
|
|
|
|
||||||
Pre-impairment amount
|
|
$
|
61,061
|
|
|
$
|
33,609
|
|
|
$
|
13,112
|
|
Total impairments
|
|
(12,017
|
)
|
|
(6,202
|
)
|
|
(1,370
|
)
|
|||
Fair value
|
|
$
|
49,044
|
|
|
$
|
27,407
|
|
|
$
|
11,742
|
|
|
|
For the Year Ended December 31, 2019
|
|
For the Year Ended December 31, 2018
|
|
February 1, 2017
through December 31, 2017 |
||||||
(in thousands, except share and per share data)
|
|
|
|
|
|
|
||||||
Numerator:
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
147,111
|
|
|
$
|
(5,013
|
)
|
|
$
|
(105,826
|
)
|
Net loss for the period January 1, 2017 through January 31, 2017
|
|
—
|
|
|
—
|
|
|
16,879
|
|
|||
Net (income) loss attributable to non-controlling interests
|
|
(1,648
|
)
|
|
86
|
|
|
489
|
|
|||
Net income (loss) attributable to common stockholders
|
|
145,463
|
|
|
(4,927
|
)
|
|
(88,458
|
)
|
|||
Less: net income available to participating securities
|
|
(395
|
)
|
|
(817
|
)
|
|
(615
|
)
|
|||
Net income (loss) available to common stockholders — basic and diluted
|
|
$
|
145,068
|
|
|
$
|
(5,744
|
)
|
|
$
|
(89,073
|
)
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding — basic
|
|
531,235,962
|
|
|
520,376,929
|
|
|
339,423,442
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
||||||
Incremental shares attributed to non-vested share-based awards
|
|
1,263,825
|
|
|
—
|
|
|
—
|
|
|||
Weighted average common shares outstanding — diluted
|
|
532,499,787
|
|
|
520,376,929
|
|
|
339,423,442
|
|
|||
|
|
|
|
|
|
|
||||||
Net income (loss) per common share — basic
|
|
$
|
0.27
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.26
|
)
|
Net income (loss) per common share — diluted
|
|
$
|
0.27
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.26
|
)
|
|
|
Operating
Leases
|
|
Finance
Leases
|
||||
2020
|
|
$
|
4,501
|
|
|
$
|
646
|
|
2021
|
|
4,271
|
|
|
569
|
|
||
2022
|
|
2,713
|
|
|
43
|
|
||
2023
|
|
1,565
|
|
|
—
|
|
||
2024
|
|
1,409
|
|
|
—
|
|
||
Thereafter
|
|
463
|
|
|
—
|
|
||
Total lease payments
|
|
14,922
|
|
|
1,258
|
|
||
Less: imputed interest
|
|
(1,135
|
)
|
|
(48
|
)
|
||
Total lease liability
|
|
$
|
13,787
|
|
|
$
|
1,210
|
|
|
|
For the Year Ended December 31, 2019
|
||
Operating lease cost:
|
|
|
||
Fixed lease cost
|
|
$
|
4,059
|
|
Variable lease cost
|
|
1,294
|
|
|
Total operating lease cost
|
|
$
|
5,353
|
|
|
|
Lease Payments to be Received
|
||
2020
|
|
$
|
952,132
|
|
2021
|
|
148,775
|
|
|
2022
|
|
—
|
|
|
2023
|
|
—
|
|
|
2024
|
|
—
|
|
|
Thereafter
|
|
—
|
|
|
Total
|
|
$
|
1,100,907
|
|
Year
|
|
Payments
|
||
2019
|
|
$
|
4,251
|
|
2020
|
|
4,463
|
|
|
2021
|
|
4,237
|
|
|
2022
|
|
2,747
|
|
|
2023
|
|
1,583
|
|
|
Thereafter
|
|
1,803
|
|
|
Total
|
|
$
|
19,084
|
|
Consideration transferred
|
|
$
|
4,920,534
|
|
Assets acquired:
|
|
|
||
Land
|
|
1,920,400
|
|
|
Buildings and improvements
|
|
6,487,505
|
|
|
Cash and cash equivalents
|
|
84,952
|
|
|
Restricted cash
|
|
118,556
|
|
|
Other assets
|
|
389,449
|
|
|
|
|
|
||
Liabilities assumed:
|
|
|
||
Mortgage loans, net
|
|
(3,433,506
|
)
|
|
Convertible senior notes, net
|
|
(547,437
|
)
|
|
Accounts payable and accrued expenses
|
|
(112,505
|
)
|
|
Resident security deposits
|
|
(56,895
|
)
|
|
Other liabilities
|
|
(36,311
|
)
|
|
Non-controlling interests
|
|
(151,881
|
)
|
|
Net assets acquired
|
|
4,662,327
|
|
|
Goodwill
|
|
$
|
258,207
|
|
|
|
For the Year Ended December 31, 2017
|
||
Rental revenues and other property income
|
|
$
|
1,608,574
|
|
Net loss
|
|
(142,816
|
)
|
(in thousands, except share and per share data)
|
Quarter
|
||||||||||||||
2019
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
Rental revenues and other property income
|
$
|
435,500
|
|
|
$
|
441,582
|
|
|
$
|
443,326
|
|
|
$
|
444,277
|
|
Net income
|
21,169
|
|
|
39,405
|
|
|
33,983
|
|
|
52,554
|
|
||||
Net income available to common stockholders
|
20,716
|
|
|
38,833
|
|
|
33,616
|
|
|
51,903
|
|
||||
Net income per share — basic
|
0.04
|
|
|
0.07
|
|
|
0.06
|
|
|
0.10
|
|
||||
Net income per share — diluted
|
0.04
|
|
|
0.07
|
|
|
0.06
|
|
|
0.10
|
|
||||
Dividends declared per common share
|
0.13
|
|
|
0.13
|
|
|
0.13
|
|
|
0.13
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Shares used in calculation — basic
|
521,440,822
|
|
|
525,070,036
|
|
|
537,771,245
|
|
|
540,218,045
|
|
||||
Shares used in calculation — diluted
|
521,817,494
|
|
|
525,933,643
|
|
|
538,644,888
|
|
|
541,505,031
|
|
(in thousands, except share and per share data)
|
Quarter
|
||||||||||||||
2018
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
Rental revenues and other property income
|
$
|
423,669
|
|
|
$
|
432,426
|
|
|
$
|
434,251
|
|
|
$
|
432,616
|
|
Net income (loss)
|
(17,580
|
)
|
|
(14,188
|
)
|
|
1,041
|
|
|
25,714
|
|
||||
Net income (loss) available to common stockholders
|
(17,491
|
)
|
|
(14,155
|
)
|
|
824
|
|
|
25,078
|
|
||||
Net income (loss) per share — basic
|
(0.03
|
)
|
|
(0.03
|
)
|
|
—
|
|
|
0.05
|
|
||||
Net income (loss) per share — diluted
|
(0.03
|
)
|
|
(0.03
|
)
|
|
—
|
|
|
0.05
|
|
||||
Dividends declared per common share
|
0.11
|
|
|
0.11
|
|
|
0.11
|
|
|
0.11
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Shares used in calculation — basic
|
519,660,998
|
|
|
520,509,058
|
|
|
520,620,519
|
|
|
520,703,045
|
|
||||
Shares used in calculation — diluted
|
519,660,998
|
|
|
520,509,058
|
|
|
521,761,076
|
|
|
520,844,475
|
|
|
|
|
|
|
|
|
|
Initial Cost to Company
|
|
Cost Capitalized Subsequent to Acquisition
|
|
Gross Amount at Close of Period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
Market
|
|
Number of
Properties(1)
|
|
Number of
Encumbered
Properties(2)
|
|
Encumbrances(2)
|
|
Land
|
|
Depreciable
Properties
|
|
Land
|
|
Depreciable
Properties
|
|
Land
|
|
Depreciable
Properties
|
|
Total(3)
|
|
Accumulated
Depreciation
|
|
Date of
Construction |
|
Date
Acquired |
|
Depreciable
Period |
||||||||||||||||||||||||||
Atlanta
|
|
12,472
|
|
|
6,740
|
|
|
$
|
833,078
|
|
|
$
|
323,365
|
|
|
$
|
1,592,842
|
|
|
$
|
—
|
|
|
$
|
242,484
|
|
|
$
|
323,365
|
|
|
$
|
1,835,326
|
|
|
$
|
2,158,691
|
|
|
$
|
(267,323
|
)
|
|
1920
|
-
|
2019
|
|
2012
|
-
|
2019
|
|
7
|
-
|
28.5 years
|
Carolinas
|
|
4,665
|
|
|
2,581
|
|
|
367,957
|
|
|
163,639
|
|
|
687,605
|
|
|
—
|
|
|
82,093
|
|
|
163,639
|
|
|
769,698
|
|
|
933,337
|
|
|
(102,112
|
)
|
|
1900
|
-
|
2019
|
|
2012
|
-
|
2019
|
|
7
|
-
|
28.5 years
|
|||||||||
Chicago
|
|
2,766
|
|
|
347
|
|
|
45,615
|
|
|
141,753
|
|
|
346,020
|
|
|
—
|
|
|
112,706
|
|
|
141,753
|
|
|
458,726
|
|
|
600,479
|
|
|
(85,112
|
)
|
|
1869
|
-
|
2015
|
|
2012
|
-
|
2017
|
|
7
|
-
|
28.5 years
|
|||||||||
Dallas
|
|
2,315
|
|
|
1,452
|
|
|
200,892
|
|
|
103,271
|
|
|
407,485
|
|
|
—
|
|
|
16,648
|
|
|
103,271
|
|
|
424,133
|
|
|
527,404
|
|
|
(29,758
|
)
|
|
1952
|
-
|
2019
|
|
2017
|
-
|
2019
|
|
7
|
-
|
28.5 years
|
|||||||||
Denver
|
|
2,294
|
|
|
1,484
|
|
|
288,886
|
|
|
186,555
|
|
|
529,892
|
|
|
—
|
|
|
23,017
|
|
|
186,555
|
|
|
552,909
|
|
|
739,464
|
|
|
(37,556
|
)
|
|
1885
|
-
|
2019
|
|
2017
|
-
|
2019
|
|
7
|
-
|
28.5 years
|
|||||||||
Houston
|
|
2,214
|
|
|
739
|
|
|
80,564
|
|
|
65,974
|
|
|
321,301
|
|
|
—
|
|
|
10,611
|
|
|
65,974
|
|
|
331,912
|
|
|
397,886
|
|
|
(25,351
|
)
|
|
1954
|
-
|
2015
|
|
2017
|
|
7
|
-
|
28.5 years
|
|||||||||||
Jacksonville
|
|
1,862
|
|
|
991
|
|
|
149,136
|
|
|
86,293
|
|
|
218,321
|
|
|
—
|
|
|
52,343
|
|
|
86,293
|
|
|
270,664
|
|
|
356,957
|
|
|
(59,487
|
)
|
|
1955
|
-
|
2014
|
|
2012
|
-
|
2016
|
|
7
|
-
|
28.5 years
|
|||||||||
Las Vegas
|
|
2,989
|
|
|
1,991
|
|
|
356,737
|
|
|
129,529
|
|
|
567,311
|
|
|
—
|
|
|
34,006
|
|
|
129,529
|
|
|
601,317
|
|
|
730,846
|
|
|
(61,271
|
)
|
|
1953
|
-
|
2019
|
|
2012
|
-
|
2019
|
|
7
|
-
|
28.5 years
|
|||||||||
Minneapolis
|
|
1,140
|
|
|
69
|
|
|
8,961
|
|
|
68,011
|
|
|
140,337
|
|
|
—
|
|
|
51,398
|
|
|
68,011
|
|
|
191,735
|
|
|
259,746
|
|
|
(42,117
|
)
|
|
1886
|
-
|
2015
|
|
2013
|
-
|
2015
|
|
7
|
-
|
28.5 years
|
|||||||||
Northern California
|
|
4,364
|
|
|
2,768
|
|
|
602,486
|
|
|
352,669
|
|
|
746,440
|
|
|
—
|
|
|
102,358
|
|
|
352,669
|
|
|
848,798
|
|
|
1,201,467
|
|
|
(133,602
|
)
|
|
1900
|
-
|
2012
|
|
2012
|
-
|
2019
|
|
7
|
-
|
28.5 years
|
|||||||||
Orlando
|
|
6,057
|
|
|
3,239
|
|
|
431,794
|
|
|
208,772
|
|
|
826,485
|
|
|
—
|
|
|
132,512
|
|
|
208,772
|
|
|
958,997
|
|
|
1,167,769
|
|
|
(141,715
|
)
|
|
1947
|
-
|
2018
|
|
2012
|
-
|
2019
|
|
7
|
-
|
28.5 years
|
|||||||||
Phoenix
|
|
7,730
|
|
|
4,942
|
|
|
647,199
|
|
|
287,191
|
|
|
890,024
|
|
|
—
|
|
|
151,253
|
|
|
287,191
|
|
|
1,041,277
|
|
|
1,328,468
|
|
|
(169,240
|
)
|
|
1925
|
-
|
2019
|
|
2012
|
-
|
2019
|
|
7
|
-
|
28.5 years
|
|||||||||
Seattle
|
|
3,523
|
|
|
1,389
|
|
|
306,622
|
|
|
278,470
|
|
|
534,814
|
|
|
—
|
|
|
138,717
|
|
|
278,470
|
|
|
673,531
|
|
|
952,001
|
|
|
(109,925
|
)
|
|
1890
|
-
|
2018
|
|
2012
|
-
|
2019
|
|
7
|
-
|
28.5 years
|
|||||||||
South Florida
|
|
8,509
|
|
|
2,410
|
|
|
490,850
|
|
|
736,571
|
|
|
1,522,497
|
|
|
—
|
|
|
201,806
|
|
|
736,571
|
|
|
1,724,303
|
|
|
2,460,874
|
|
|
(272,342
|
)
|
|
1922
|
-
|
2019
|
|
2012
|
-
|
2019
|
|
7
|
-
|
28.5 years
|
|||||||||
Southern California
|
|
8,037
|
|
|
5,020
|
|
|
1,289,218
|
|
|
1,042,555
|
|
|
1,540,312
|
|
|
—
|
|
|
209,596
|
|
|
1,042,555
|
|
|
1,749,908
|
|
|
2,792,463
|
|
|
(264,285
|
)
|
|
1900
|
-
|
2014
|
|
2012
|
-
|
2019
|
|
7
|
-
|
28.5 years
|
|||||||||
Tampa
|
|
8,090
|
|
|
4,080
|
|
|
546,956
|
|
|
324,728
|
|
|
1,152,963
|
|
|
—
|
|
|
161,621
|
|
|
324,728
|
|
|
1,314,584
|
|
|
1,639,312
|
|
|
(202,776
|
)
|
|
1923
|
-
|
2018
|
|
2012
|
-
|
2019
|
|
7
|
-
|
28.5 years
|
|||||||||
Total
|
|
79,027
|
|
|
40,242
|
|
|
$
|
6,646,951
|
|
|
$
|
4,499,346
|
|
|
$
|
12,024,649
|
|
|
$
|
—
|
|
|
$
|
1,723,169
|
|
|
$
|
4,499,346
|
|
|
$
|
13,747,818
|
|
|
$
|
18,247,164
|
|
|
$
|
(2,003,972
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Number of properties represents 79,505 total properties owned less 478 properties classified as held for sale and recorded in other assets, net on the consolidated balance sheet as of December 31, 2019.
|
(2)
|
Number of encumbered properties and encumbrances include the number of properties secured by first priority mortgages under the mortgage loans and the Secured Term Loan, as well as the aggregate value of outstanding debt attributable to such properties. Excluded from this is original issue discount, deferred financing costs, and 131 held for sale properties with an encumbered balance of $25,561.
|
(3)
|
The gross aggregate cost of total real estate in the table above for federal income tax purposes was approximately $16,410,719 (unaudited) as of December 31, 2019.
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Residential Real Estate
|
|
|
|
|
|
|
||||||
Balance at beginning of period
|
|
$
|
18,229,974
|
|
|
$
|
18,387,898
|
|
|
$
|
9,794,845
|
|
Additions during the period
|
|
|
|
|
|
|
|
|
||||
Acquisitions related to the Mergers
|
|
—
|
|
|
—
|
|
|
8,407,905
|
|
|||
Acquisitions
|
|
586,075
|
|
|
252,391
|
|
|
228,499
|
|
|||
Initial renovations
|
|
63,630
|
|
|
44,207
|
|
|
44,371
|
|
|||
Other capital expenditures
|
|
168,575
|
|
|
141,595
|
|
|
59,111
|
|
|||
Deductions during the period
|
|
|
|
|
|
|
||||||
Dispositions and other
|
|
(839,873
|
)
|
|
(472,168
|
)
|
|
(189,351
|
)
|
|||
Reclassifications
|
|
|
|
|
|
|
||||||
Properties held for sale, net of dispositions
|
|
38,783
|
|
|
(123,949
|
)
|
|
42,518
|
|
|||
Balance at close of period
|
|
$
|
18,247,164
|
|
|
$
|
18,229,974
|
|
|
$
|
18,387,898
|
|
|
|
|
|
|
|
|
||||||
Accumulated Depreciation
|
|
|
|
|
|
|
|
|
||||
Balance at beginning of period
|
|
$
|
(1,543,914
|
)
|
|
$
|
(1,075,634
|
)
|
|
$
|
(792,330
|
)
|
Depreciation expense
|
|
(529,205
|
)
|
|
(511,988
|
)
|
|
(297,627
|
)
|
|||
Dispositions and other
|
|
70,382
|
|
|
32,429
|
|
|
16,264
|
|
|||
Reclassifications
|
|
|
|
|
|
|
||||||
Properties held for sale, net of dispositions
|
|
(1,235
|
)
|
|
11,279
|
|
|
(1,941
|
)
|
|||
Balance at close of period
|
|
$
|
(2,003,972
|
)
|
|
$
|
(1,543,914
|
)
|
|
$
|
(1,075,634
|
)
|
•
|
any person from beneficially or constructively owning shares of our stock that would (or, in the sole judgment of our board of directors, could) result in our being “closely held” under Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year) or otherwise cause us to fail to qualify as a REIT;
|
•
|
any person from transferring shares of our stock if the transfer would (or, in the sole judgment of our board of directors, could) result in shares of our stock being beneficially owned by fewer than 100 persons; and
|
•
|
any person from beneficially owning shares of our stock to the extent such ownership would (or, in the sole judgment of our board of directors, could) result in our failing to qualify as a “domestically controlled qualified investment entity” within the meaning of Section 897(h) of the Code.
|
•
|
the price paid by the proposed transferee for the shares or, if the event that resulted in the transfer to the trust did not involve a purchase of such shares at market price (i.e., in the case of a devise or gift), the market price of the shares on the last trading day before the day of the event that resulted in the transfer of such shares to the trust; and
|
•
|
the sales proceeds (net of commissions and other expenses of sale) received by the trust for the shares.
|
•
|
the price per share in the transaction that resulted in the transfer to the trust or, if the event that resulted in the transfer to the trust did not involve a purchase of such shares at market price (i.e., in the case of a devise or gift), the market price of the shares on the last trading day before the day of the event that resulted in the transfer of such shares to the trust; and
|
•
|
the market price on the date we accept, or our designee accepts, such offer.
|
•
|
any person who beneficially owns 10% or more of the voting power of the corporation’s outstanding voting stock; or
|
•
|
an affiliate or associate of the corporation who, at any time within the two-year period immediately before the date in question, was the beneficial owner of 10% or more of the voting power of the corporation’s then outstanding voting stock.
|
•
|
80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and
|
•
|
two-thirds of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder.
|
•
|
one-tenth or more but less than one-third of all voting power;
|
•
|
one-third or more but less than a majority of all voting power; or
|
•
|
a majority or more of all voting power.
|
•
|
a classified board;
|
•
|
a two-thirds vote of outstanding shares to remove a director;
|
•
|
a requirement that the number of directors be fixed only by vote of the board of directors;
|
•
|
a requirement that a vacancy on the board of directors be filled only by the affirmative vote of a majority of the remaining directors and that such director filling the vacancy serve for the remainder of the full term of the class of directors in which the vacancy occurred and until his or her successor is duly elected and qualifies; and
|
•
|
a provision that a special meeting of stockholders must be called upon the written request of stockholders entitled to cast a majority of all the votes entitled to be cast at the meeting.
|
Subsidiaries of the Registrant
|
|
|
Effective 12/31/2019
|
|
|
|
|
|
Name
|
|
State of Formation
|
2013-1 IH Borrower G.P. LLC
|
|
Delaware
|
2013-1 IH Borrower L.P.
|
|
Delaware
|
2013-1 IH Equity Owner G.P. LLC
|
|
Delaware
|
2013-1 IH Equity Owner L.P.
|
|
Delaware
|
2013-1 IH Property Holdco L.P.
|
|
Delaware
|
2015-3 IH2 Borrower TRS LLC
|
|
Delaware
|
2015-3 IH2 Property Holdco L.P.
|
|
Delaware
|
2015-3 IH2 Equity Owner G.P. LLC
|
|
Delaware
|
2015-3 IH2 Equity Owner L.P.
|
|
Delaware
|
2015-3 IH2 Borrower G.P. LLC
|
|
Delaware
|
2017-1 IH Property Holdco L.P.
|
|
Delaware
|
2017-1 IH Equity Owner G.P. LLC
|
|
Delaware
|
2017-1 IH Equity Owner L.P.
|
|
Delaware
|
2017-1 IH Borrower GP LLC
|
|
Delaware
|
2017-1 IH Borrower LP
|
|
Delaware
|
2017-2 IH Property Holdco L.P.
|
|
Delaware
|
2017-2 IH Equity Owner G.P. LLC
|
|
Delaware
|
2017-2 IH Equity Owner L.P.
|
|
Delaware
|
2017-2 IH Borrower GP LLC
|
|
Delaware
|
2017-2 IH Borrower LP
|
|
Delaware
|
2018-1 IH Equity Owner GP LLC
|
|
Delaware
|
2018-1 IH Borrower G.P. LLC
|
|
Delaware
|
2018-1 IH Borrower L.P.
|
|
Delaware
|
2018-1 IH Equity Owner L.P.
|
|
Delaware
|
2018-1 Property Holdco LP
|
|
Delaware
|
2018-2 IH Borrower G.P. LLC
|
|
Delaware
|
2018-2 IH Borrower L.P.
|
|
Delaware
|
2018-2 IH Equity Owner LLC
|
|
Delaware
|
2018-2 IH Property Holdco LLC
|
|
Delaware
|
2018-3 IH Borrower G.P. LLC
|
|
Delaware
|
2018-3 IH Borrower L.P.
|
|
Delaware
|
2018-3 IH Equity Owner LLC
|
|
Delaware
|
2018-3 IH Property Holdco LLC
|
|
Delaware
|
2018-4 IH Borrower G.P. LLC
|
|
Delaware
|
2018-4 IH Borrower L.P.
|
|
Delaware
|
2018-4 IH Equity Owner LLC
|
|
Delaware
|
2018-4 IH Property Holdco LLC
|
|
Delaware
|
2019-1 IH Borrower G.P. LLC
|
|
Delaware
|
2019-1 IH Borrower L.P.
|
|
Delaware
|
2019-1 IH Equity Owner LLC
|
|
Delaware
|
2019-1 IH Property Holdco LLC
|
|
Delaware
|
Adalwin, LLC
|
|
Nevada
|
CSFR ColFin American Investors TRS, LLC
|
|
Delaware
|
CSFR FM 2012-1 U.S. West, LLC
|
|
Delaware
|
CSH Class F, LLC
|
|
Delaware
|
CSH Depositor, LLC
|
|
Delaware
|
CSH Property One, LLC
|
|
Delaware
|
CSH Property Three, LLC
|
|
Delaware
|
CSHP One LP
|
|
Delaware
|
Dallin, LLC
|
|
Nevada
|
Dunley, LLC
|
|
Nevada
|
IH Asset Receiving G.P. LLC
|
|
Delaware
|
IH Asset Receiving Limited Partnership
|
Delaware
|
|
IH Merger Sub LLC
|
|
Delaware
|
IH2 Asset Receiving G.P. LLC
|
|
Delaware
|
IH2 Asset Receiving Limited Partnership
|
|
Delaware
|
IH2 Property Borrower L.P.
|
|
Delaware
|
IH2 Property Florida, L.P.
|
|
Delaware
|
IH2 Property Georgia, L.P.
|
|
Delaware
|
IH2 Property GP II LLC
|
|
Delaware
|
IH2 Property GP LLC
|
|
Delaware
|
IH2 Property Guarantor L.P.
|
|
Delaware
|
IH2 Property Holdco GP LLC
|
|
Delaware
|
IH2 Property Holdco L.P.
|
|
Delaware
|
IH2 Property Illinois, L.P.
|
|
Delaware
|
IH2 Property Nevada, L.P.
|
|
Delaware
|
IH2 Property North Carolina, L.P.
|
|
Delaware
|
IH2 Property Phoenix, L.P.
|
|
Delaware
|
IH2 Property TRS 2 L.P.
|
|
Delaware
|
IH2 Property TRS LLC
|
Delaware
|
|
IH2 Property Washington, L.P.
|
|
Delaware
|
IH2 Property West, L.P.
|
|
Delaware
|
IH3 Asset Receiving G.P. LLC
|
Delaware
|
|
IH3 Asset Receiving L.P.
|
|
Delaware
|
IH3 Property Borrower L.P.
|
|
Delaware
|
IH3 Property Florida, L.P.
|
|
Delaware
|
IH3 Property Georgia, L.P.
|
|
Delaware
|
IH3 Property GP LLC
|
|
Delaware
|
IH3 Property Guarantor L.P.
|
|
Delaware
|
IH3 Property Holdco GP LLC
|
|
Delaware
|
IH3 Property Holdco L.P.
|
|
Delaware
|
IH3 Property Illinois, L.P.
|
|
Delaware
|
IH3 Property Level GP LLC
|
|
Delaware
|
IH3 Property Minnesota, L.P.
|
|
Delaware
|
IH3 Property Nevada, L.P.
|
|
Delaware
|
IH3 Property North Carolina, L.P.
|
|
Delaware
|
IH3 Property Phoenix, L.P.
|
|
Delaware
|
IH3 Property Washington, L.P.
|
|
Delaware
|
IH3 Property West, L.P.
|
|
Delaware
|
IH4 Property Borrower L.P.
|
|
Delaware
|
IH4 Property Florida, L.P.
|
|
Delaware
|
IH4 Property Georgia, L.P.
|
|
Delaware
|
IH4 Property GP LLC
|
|
Delaware
|
IH4 Property Guarantor L.P.
|
|
Delaware
|
IH4 Property Holdco GP LLC
|
|
Delaware
|
IH4 Property Holdco L.P.
|
|
Delaware
|
IH4 Property Illinois, L.P.
|
|
Delaware
|
IH4 Property Level GP LLC
|
|
Delaware
|
IH4 Property Minnesota, L.P.
|
|
Delaware
|
IH4 Property Nevada, L.P.
|
|
Delaware
|
IH4 Property North Carolina, L.P.
|
|
Delaware
|
IH4 Property Phoenix, L.P.
|
|
Delaware
|
IH4 Property Washington, L.P.
|
|
Delaware
|
IH4 Property West, L.P.
|
|
Delaware
|
IH5 Property Borrower L.P.
|
|
Delaware
|
IH5 Property Florida, L.P.
|
|
Delaware
|
IH5 Property Georgia, L.P.
|
|
Delaware
|
IH5 Property GP LLC
|
|
Delaware
|
IH5 Property Guarantor L.P.
|
|
Delaware
|
IH5 Property Holdco GP LLC
|
|
Delaware
|
IH5 Property Holdco L.P.
|
|
Delaware
|
IH5 Property Illinois, L.P.
|
|
Delaware
|
IH5 Property Level GP LLC
|
|
Delaware
|
IH5 Property Minnesota, L.P.
|
|
Delaware
|
IH5 Property Nevada, L.P.
|
|
Delaware
|
IH5 Property North Carolina, L.P.
|
|
Delaware
|
IH5 Property Phoenix, L.P.
|
|
Delaware
|
IH5 Property Washington, L.P.
|
|
Delaware
|
IH5 Property West, L.P.
|
|
Delaware
|
IH6 Property Borrower L.P.
|
|
Delaware
|
IH6 Property Florida, L.P.
|
|
Delaware
|
IH6 Property Georgia, L.P.
|
|
Delaware
|
IH6 Property GP LLC
|
|
Delaware
|
IH6 Property Guarantor L.P.
|
|
Delaware
|
IH6 Property Holdco GP LLC
|
|
Delaware
|
IH6 Property Holdco L.P.
|
|
Delaware
|
IH6 Property Illinois, L.P.
|
|
Delaware
|
IH6 Property Level GP LLC
|
|
Delaware
|
IH6 Property Minnesota, L.P.
|
|
Delaware
|
IH6 Property Nevada, L.P.
|
|
Delaware
|
IH6 Property North Carolina, L.P.
|
|
Delaware
|
IH6 Property Phoenix, L.P.
|
|
Delaware
|
IH6 Property Washington, L.P.
|
|
Delaware
|
IH6 Property West, L.P.
|
|
Delaware
|
Invitation Homes 3 GP LLC
|
|
Delaware
|
Invitation Homes 3 L.P.
|
|
Delaware
|
Invitation Homes 4 GP LLC
|
|
Delaware
|
Invitation Homes 4 L.P.
|
|
Delaware
|
Invitation Homes 5 GP LLC
|
|
Delaware
|
Invitation Homes 5 L.P.
|
|
Delaware
|
Invitation Homes 6 GP LLC
|
|
Delaware
|
Invitation Homes 6 L.P.
|
|
Delaware
|
Invitation Homes GP LLC
|
|
Delaware
|
Invitation Homes L.P.
|
|
Delaware
|
Invitation Homes OP GP LLC
|
|
Delaware
|
Invitation Homes Operating Partnership LP
|
|
Delaware
|
Invitation Homes Realty LLC
|
|
Delaware
|
JA Property L.P.
|
|
Delaware
|
Louden, LLC
|
|
Nevada
|
Morven, LLC
|
|
Nevada
|
SFR 2012-1 U.S. West, LLC
|
|
Delaware
|
SRP Sub, LLC
|
|
Delaware
|
SRPS LP
|
|
Delaware
|
SWAY 2014-1 Borrower, LLC
|
|
Delaware
|
SWAY 2014-1 Equity Owner, LLC
|
|
Delaware
|
Invitation Homes Realty California Inc.
|
|
California
|
SWH 2017-1 Borrower GP, LLC
|
|
Delaware
|
SWH 2017-1 Borrower, LP
|
|
Delaware
|
SWH 2017-1 Equity Owner, LLC
|
|
Delaware
|
THR California, L.P.
|
|
Delaware
|
THR Contribution L.P.
|
|
Delaware
|
THR Florida II, L.P.
|
|
Delaware
|
THR Florida, L.P.
|
|
Delaware
|
THR Georgia II, L.P.
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Delaware
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THR Georgia, L.P.
|
|
Delaware
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THR Lakewood L.P.
|
|
Delaware
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THR Nevada II, L.P.
|
|
Delaware
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THR North Carolina II, L.P.
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Delaware
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THR Phoenix II, L.P.
|
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Delaware
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THR Phoenix, L.P.
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Delaware
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THR Property Borrower II L.P.
|
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Delaware
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THR Property Borrower L.P.
|
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Delaware
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THR Property GP II LLC
|
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Delaware
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THR Property GP LLC
|
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Delaware
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THR Property Guarantor II L.P.
|
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Delaware
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THR Property Guarantor L.P.
|
|
Delaware
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THR Property Holdco GP II LLC
|
|
Delaware
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THR Property Holdco GP LLC
|
|
Delaware
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THR Property Holdco II L.P.
|
|
Delaware
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THR Property Holdco L.P.
|
|
Delaware
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THR Property Illinois II, L.P.
|
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Delaware
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THR Property Illinois, L.P.
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Delaware
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THR Property Management L.P.
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Delaware
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THR Washington II, L.P.
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|
Delaware
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THRCA II, L.P.
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Delaware
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Tirell, LLC
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Nevada
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1.
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I have reviewed this Annual Report on Form 10-K of Invitation Homes Inc. for the fiscal year ended December 31, 2019;
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2.
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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;
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3.
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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;
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4.
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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:
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a.
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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;
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b.
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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;
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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
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d.
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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
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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.
|
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/ 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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February 19, 2020
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1.
|
I have reviewed this Annual Report on Form 10-K of Invitation Homes Inc. for the fiscal year ended December 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
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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:
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/s/ Ernest M. Freedman
|
|
Ernest M. Freedman
|
|
Chief Financial Officer
|
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(Principal Financial Officer)
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|
February 19, 2020
|
1.
|
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.
|
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)
|
|
February 19, 2020
|
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:
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/s/ Ernest M. Freedman
|
|
Ernest M. Freedman
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
|
February 19, 2020
|