Invitation Homes Inc 10-Q for FY2023 Q2
Invitation Homes Inc. (INVH)
10-Q
2023-07-27
For: 2023-06-30
View Original
Added on
April 04, 2026
About this 10-Q
Invitation Homes Inc filed this 10-Q on July 27, 2023, covering the quarter ended June 30, 2023 (FY2023 Q2).
Headline figures
Quarter ended June 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $600.37M
- up 7.7% from $557.3M a year earlier
- Net income
- $137.86M
- up 24.2% from net income of $110.96M a year earlier
- Diluted EPS
- $0.22
- up 22.2% from $0.18 a year earlier
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
FORM | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| For the quarterly period ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| OR | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| For the transition period from | to | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Commission File Number | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Exact name of registrant as specified in its charter) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Registrant’s telephone number, including area code) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| N/A | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Former name, former address and former fiscal year, if changed since last report) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
☑ | No | ☐ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
☑ | No | ☐ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
☑ | Accelerated Filer | ☐ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Accelerated Filer | ☐ | Smaller Reporting Company | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Emerging Growth Company | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Yes | ☐ | No | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
As of July 24, 2023, there were 611,956,248 shares of common stock, par value $0.01 per share, outstanding.
INVITATION HOMES INC.
| Page | |||||||||||
| PART I | |||||||||||
| Item | 1. | ||||||||||
| Item | 2. | ||||||||||
| Item | 3. | ||||||||||
| Item | 4. | ||||||||||
| PART II | |||||||||||
| Item | 1. | ||||||||||
| Item | 1A. | ||||||||||
| Item | 2. | ||||||||||
| Item | 3. | ||||||||||
| Item | 4. | ||||||||||
| Item | 5. | ||||||||||
| Item | 6. | ||||||||||
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which include, but are not limited to, statements related to our expectations regarding the performance of our business, our financial results, our liquidity and capital resources, and other non-historical statements. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties, including, among others, risks inherent to the single-family rental industry and our business model, macroeconomic factors beyond our control, competition in identifying and acquiring properties, competition in the leasing market for quality residents, increasing property taxes, homeowners’ association (“HOA”) and insurance costs, poor resident selection and defaults and non-renewals by our residents, our dependence on third parties for key services, risks related to the evaluation of properties, performance of our information technology systems, risks related to our indebtedness, risks related to the potential negative impact of unfavorable global and United States economic conditions (including inflation and rising interest rates), uncertainty in financial markets (including as a result of recent bank failures and events affecting financial institutions), geopolitical tensions, natural disasters, climate change, and public health crises on our financial condition, results of operations, cash flows, business, associates, and residents. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe these factors include but are not limited to, those described under Part I. Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 (the “Annual Report on Form 10-K”) as such factors may be updated from time to time in our periodic filings with the Securities and Exchange Commission (the “SEC”), which are accessible on the SEC’s website at http://www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this Quarterly Report on Form 10-Q, in the Annual Report on Form 10-K, and in our other periodic filings. The forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q, and we expressly disclaim any obligation or undertaking to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except to the extent otherwise required by law.
3
DEFINED TERMS
Invitation Homes Inc. (“INVH”), a REIT, conducts its operations through Invitation Homes Operating Partnership LP (“INVH LP”). THR Property Management L.P., a wholly owned subsidiary of INVH LP, provides all management and other administrative services with respect to the properties we own. On November 16, 2017, INVH and certain of its affiliates entered into a series of transactions with Starwood Waypoint Homes (“SWH”) and certain SWH affiliates which resulted in SWH and its operating partnership being merged into INVH and INVH LP, respectively, with INVH and INVH LP being the surviving entities.
Unless the context suggests otherwise, references in this Quarterly Report on Form 10-Q to “Invitation Homes,” the “Company,” “we,” “our,” and “us” refer to INVH and its consolidated subsidiaries.
In this Quarterly Report on Form 10-Q:
•“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-Concord-Gastonia, NC-SC, Greensboro-High Point, NC, Raleigh-Cary, NC, Durham-Chapel Hill, NC, and Winston-Salem, NC;
•“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 out and a new resident signs a lease to occupy the same home. Net effective rental rate growth drives changes in our average monthly rent, making net effective rental rate growth useful to management and external stakeholders as a means of evaluating changes in rental revenues across periods;
•“Northern California” includes Sacramento-Roseville-Folsom, CA, San Francisco-Oakland-Berkeley, CA, Stockton, CA, Vallejo, 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;
4
•“Same Store” or “Same Store portfolio” includes, for a given reporting period, wholly owned homes that have been stabilized and seasoned, 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-Pompano 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-Chula Vista-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 otherwise indicated, total homes or total portfolio refers to wholly owned homes and excludes homes owned in joint ventures. Additionally, unless the context otherwise requires, all measures in this Quarterly Report on Form 10-Q are presented on a total portfolio basis;
•“turnover rate” represents the number of instances that homes in an identified population become unoccupied in a given period, divided by the number of homes in such population. To the extent the measurement period shown is less than 12 months, the turnover rate may be reflected on an annualized basis. 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.
5
PART I
ITEM 1. FINANCIAL STATEMENTS
INVITATION HOMES INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except shares and per share data)
| June 30, 2023 | December 31, 2022 | |||||||||||||
| (unaudited) | ||||||||||||||
| Assets: | ||||||||||||||
| Investments in single-family residential properties: | ||||||||||||||
| Land | $ | $ | ||||||||||||
| Building and improvements | ||||||||||||||
| Less: accumulated depreciation | ( | ( | ||||||||||||
| Investments in single-family residential properties, net | ||||||||||||||
| Cash and cash equivalents | ||||||||||||||
| Restricted cash | ||||||||||||||
| Goodwill | ||||||||||||||
| Investments in unconsolidated joint ventures | ||||||||||||||
| Other assets, net | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| Liabilities: | ||||||||||||||
| Mortgage loans, net | $ | $ | ||||||||||||
| Secured term loan, net | ||||||||||||||
| Unsecured notes, net | ||||||||||||||
| Term loan facilities, net | ||||||||||||||
| Revolving facility | ||||||||||||||
| Accounts payable and accrued expenses | ||||||||||||||
| Resident security deposits | ||||||||||||||
| Other liabilities | ||||||||||||||
| Total liabilities | ||||||||||||||
Commitments and contingencies (Note 14) | ||||||||||||||
| Equity: | ||||||||||||||
| Stockholders' equity | ||||||||||||||
Preferred stock, $ | ||||||||||||||
Common stock, $ | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
| Accumulated deficit | ( | ( | ||||||||||||
| Accumulated other comprehensive income | ||||||||||||||
| Total stockholders' equity | ||||||||||||||
| Non-controlling interests | ||||||||||||||
| Total equity | ||||||||||||||
| Total liabilities and equity | $ | $ | ||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
INVITATION HOMES INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except shares and per share data)
(unaudited)
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||||||||
| Rental revenues and other property income | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Management fee revenues | ||||||||||||||||||||||||||||||||
| Total revenues | ||||||||||||||||||||||||||||||||
| Expenses: | ||||||||||||||||||||||||||||||||
| Property operating and maintenance | ||||||||||||||||||||||||||||||||
| Property management expense | ||||||||||||||||||||||||||||||||
| General and administrative | ||||||||||||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||||||||
| Impairment and other | ||||||||||||||||||||||||||||||||
| Total expenses | ||||||||||||||||||||||||||||||||
| Gains (losses) on investments in equity securities, net | ( | ( | ||||||||||||||||||||||||||||||
| Other, net | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Gain on sale of property, net of tax | ||||||||||||||||||||||||||||||||
| Losses from investments in unconsolidated joint ventures | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||
| Net income attributable to non-controlling interests | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Net income attributable to common stockholders | ||||||||||||||||||||||||||||||||
| Net income available to participating securities | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Net income available to common stockholders — basic and diluted (Note 12) | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Weighted average common shares outstanding — basic | ||||||||||||||||||||||||||||||||
| Weighted average common shares outstanding — diluted | ||||||||||||||||||||||||||||||||
| Net income per common share — basic | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Net income per common share — diluted | $ | $ | $ | $ | ||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
INVITATION HOMES INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
(unaudited)
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | ||||||||||||||||||||||||||||||||||||||||||||
| Unrealized gains on interest rate swaps | ||||||||||||||||||||||||||||||||||||||||||||
| (Gains) losses from interest rate swaps reclassified into earnings from accumulated other comprehensive income | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | ||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income | ||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income attributable to non-controlling interests | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Comprehensive income attributable to common stockholders | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
8
INVITATION HOMES INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
For the Three and Six Months Ended June 30, 2023
(in thousands, except share and per share data)
(unaudited)
| Common Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Number of Shares | Amount | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Total Stockholders' Equity | Non-Controlling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2023 | $ | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Capital distributions | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends and dividend equivalents declared ($0.26 per share) | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock — settlement of RSUs, net of tax | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total other comprehensive income | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of June 30, 2023 | $ | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Number of Shares | Amount | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Total Stockholders' Equity | Non-Controlling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2022 | $ | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Capital distributions | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends and dividend equivalents declared ($ | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock — settlement of RSUs, net of tax | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total other comprehensive income | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of June 30, 2023 | $ | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
9
INVITATION HOMES INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (continued)
For the Three and Six Months Ended June 30, 2022
(in thousands, except share and per share data)
(unaudited)
| Common Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Number of Shares | Amount | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total Stockholders' Equity | Non-Controlling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2022 | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Capital distributions | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends and dividend equivalents declared ($ | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock — settlement of RSUs, net of tax | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock, net | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total other comprehensive income | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of June 30, 2022 | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Number of Shares | Amount | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total Stockholders' Equity | Non-Controlling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2021 | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Capital distributions | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends and dividend equivalents declared ($ | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock — settlement of RSUs, net of tax | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock — settlement of 2022 Convertible Notes | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock, net | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total other comprehensive income | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of June 30, 2022 | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
10
INVITATION HOMES INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
For the Six Months Ended June 30, | ||||||||||||||||||||
| 2023 | 2022 | |||||||||||||||||||
| Operating Activities: | ||||||||||||||||||||
| Net income | $ | $ | ||||||||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||
| Share-based compensation expense | ||||||||||||||||||||
| Amortization of deferred financing costs | ||||||||||||||||||||
| Amortization of debt discounts | ||||||||||||||||||||
| Provisions for impairment | ||||||||||||||||||||
| (Gains) losses on investments in equity securities, net | ( | |||||||||||||||||||
| Gain on sale of property, net of tax | ( | ( | ||||||||||||||||||
| Change in fair value of derivative instruments | ||||||||||||||||||||
| Loss from investments in unconsolidated joint ventures, net of operating distributions | ||||||||||||||||||||
| Other non-cash amounts included in net income | ||||||||||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||||||||
| Other assets, net | ( | ( | ||||||||||||||||||
| Accounts payable and accrued expenses | ||||||||||||||||||||
| Resident security deposits | ||||||||||||||||||||
| Other liabilities | ( | |||||||||||||||||||
| Net cash provided by operating activities | ||||||||||||||||||||
| Investing Activities: | ||||||||||||||||||||
| Amounts deposited and held by others | ( | ( | ||||||||||||||||||
| Acquisition of single-family residential properties | ( | ( | ||||||||||||||||||
| Initial renovations to single-family residential properties | ( | ( | ||||||||||||||||||
| Other capital expenditures for single-family residential properties | ( | ( | ||||||||||||||||||
| Proceeds from sale of single-family residential properties | ||||||||||||||||||||
| Repayment proceeds from retained debt securities | ||||||||||||||||||||
| Investments in equity securities | ( | ( | ||||||||||||||||||
| Proceeds from sale of investments in equity securities | ||||||||||||||||||||
| Investments in unconsolidated joint ventures | ( | ( | ||||||||||||||||||
| Non-operating distributions from unconsolidated joint ventures | ||||||||||||||||||||
| Other investing activities | ( | ( | ||||||||||||||||||
| Net cash used in investing activities | ( | ( | ||||||||||||||||||
| Financing Activities: | ||||||||||||||||||||
| Payment of dividends and dividend equivalents | ( | ( | ||||||||||||||||||
| Distributions to non-controlling interests | ( | ( | ||||||||||||||||||
| Payment of taxes related to net share settlement of RSUs | ( | ( | ||||||||||||||||||
| Payments on mortgage loans | ( | ( | ||||||||||||||||||
| Payments on secured term loan | ( | |||||||||||||||||||
| Proceeds from unsecured notes | ||||||||||||||||||||
| Proceeds from term loan facilities | ||||||||||||||||||||
| Proceeds from revolving facility | ||||||||||||||||||||
| Payments on revolving facility | ( | |||||||||||||||||||
| Proceeds from issuance of common stock, net | ||||||||||||||||||||
| Deferred financing costs paid | ( | ( | ||||||||||||||||||
| Other financing activities | ( | ( | ||||||||||||||||||
| Net cash used in financing activities | ( | ( | ||||||||||||||||||
11
INVITATION HOMES INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(in thousands)
(unaudited)
For the Six Months Ended June 30, | ||||||||||||||||||||
| 2023 | 2022 | |||||||||||||||||||
| Change in cash, cash equivalents, and restricted cash | ( | |||||||||||||||||||
| Cash, cash equivalents, and restricted cash, beginning of period (Note 4) | ||||||||||||||||||||
| Cash, cash equivalents, and restricted cash, end of period (Note 4) | $ | $ | ||||||||||||||||||
| Supplemental cash flow disclosures: | ||||||||||||||||||||
| Interest paid, net of amounts capitalized | $ | $ | ||||||||||||||||||
| Interest capitalized as investments in single-family residential properties, net | ||||||||||||||||||||
| Cash paid for income taxes | ||||||||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||||||||||||||
| Operating cash flows from operating leases | ||||||||||||||||||||
| Financing cash flows from finance leases | ||||||||||||||||||||
| Non-cash investing and financing activities: | ||||||||||||||||||||
| Accrued renovation improvements at period end | $ | $ | ||||||||||||||||||
| Accrued residential property capital improvements at period end | ||||||||||||||||||||
| Transfer of residential property, net to other assets, net for held for sale assets | ||||||||||||||||||||
| Change in other comprehensive income from cash flow hedges | ||||||||||||||||||||
| ROU assets obtained in exchange for operating lease liabilities | ||||||||||||||||||||
| ROU assets obtained in exchange for finance lease liabilities | ||||||||||||||||||||
| Net settlement of 2022 Convertible Notes in shares of common stock | ||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
12
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
(unaudited)
Note 1—Organization and Formation
Invitation Homes Inc. (“INVH”) is a real estate investment trust (“REIT”) that conducts its operations through Invitation Homes Operating Partnership LP (“INVH LP”). INVH LP was formed for the purpose of owning, renovating, leasing, and operating single-family residential properties. Through THR Property Management L.P., a wholly owned subsidiary of INVH LP (the “Manager”), we provide all management and other administrative services with respect to the properties we own.
On February 6, 2017, INVH completed an initial public offering (“IPO”), changed its jurisdiction of incorporation to Maryland, and amended its charter to provide for the issuance of up to 9,000,000,000 shares of common stock and 900,000,000 shares of preferred stock, in each case $0.01
On November 16, 2017, INVH and certain of its affiliates entered into a series of transactions with Starwood Waypoint Homes (“SWH”) and certain SWH affiliates which resulted in SWH and its operating partnership being merged into INVH and INVH LP, respectively, with INVH and INVH LP being the surviving entities. These transactions were accounted for as a business combination in accordance with ASC 805, Business Combinations, and INVH was designated as the accounting acquirer.
The limited partnership interests of INVH LP consist of common units and other classes of limited partnership interests that may be issued (the “OP Units”). As of June 30, 2023, INVH owns 99.7 % of the common OP Units and has the full, exclusive, and complete responsibility for and discretion over the day-to-day management and control of INVH LP.
Our organizational structure includes several wholly owned subsidiaries of INVH LP that were formed to facilitate certain of our financing arrangements (the “Borrower Entities”). These Borrower Entities are used to align the ownership of our single-family residential properties with certain of our debt instruments. Collateral for certain of our individual debt instruments may be in the form of equity interests in the Borrower Entities or in pools of single-family residential properties owned either directly by the Borrower Entities or indirectly by their wholly owned subsidiaries (see Note 7).
References to “Invitation Homes,” the “Company,” “we,” “our,” and “us” refer, collectively, to INVH, INVH LP, and the consolidated subsidiaries of INVH LP.
Note 2—Significant Accounting Policies
Basis of Presentation
The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with our audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022.
These condensed consolidated financial statements include the accounts of INVH and its consolidated subsidiaries. All intercompany accounts and transactions have been eliminated in the condensed consolidated financial statements. In the opinion of management, all adjustments that are of a normal recurring nature considered necessary for a fair presentation of our interim financial statements have been included in these condensed consolidated financial statements. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2023.
13
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
(unaudited)
We consolidate wholly owned subsidiaries and entities we are otherwise able to control in accordance with GAAP. We evaluate each investment entity that is not wholly owned to determine whether to follow the variable interest entity (“VIE”) or the voting interest entity (“VOE”) model. Once the appropriate consolidation model is identified, we then evaluate whether the entity should be consolidated. Under the VIE model, we consolidate an investment if we have control to direct the activities of the entity and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. Under the VOE model, we consolidate an investment if (1) we control the investment through ownership of a majority voting interest if the investment is not a limited partnership or (2) we control the investment through our ability to remove the other partners in the investment, at our discretion, when the investment is a limited partnership.
Based on these evaluations, we account for each of the investments in joint ventures described in Note 5 using the equity method. Our initial investments in the joint ventures are recorded at cost, except for any such interest initially recorded at fair value in connection with a business combination. The investments in these joint ventures are subsequently adjusted for our proportionate share of net earnings or losses and other comprehensive income or loss, cash contributions made and distributions received, and other adjustments, as appropriate. Distributions of operating profit from the joint ventures are reported as part of operating activities while distributions related to a capital transaction, such as a refinancing transaction or sale, are reported as investing activities on our condensed consolidated statements of cash flows. When events or circumstances indicate that our investments in unconsolidated joint ventures may not be recoverable, we assess the investments for and recognize other-than-temporary impairment.
Non-controlling interests represent the OP Units not owned by INVH, including any OP Units resulting from vesting and conversion of units granted in connection with certain share-based compensation awards. Non-controlling interests are presented as a separate component of equity on the condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022, and the condensed consolidated statements of operations for the three and six months ended June 30, 2023 and 2022 include an allocation of the net income attributable to the non-controlling interest holders. OP Units are redeemable for shares of our common stock on a one -for-one basis or, in our sole discretion, cash, and redemptions of OP Units are accounted for as a reduction in non-controlling interests with an offset to stockholders’ equity based on the pro rata number of OP Units redeemed.
Significant Risks and Uncertainties
Our financial condition and results of operations are subject to risks related to overall unfavorable global and United States economic conditions (including inflation and rising interest rates), uncertainty in financial markets (including as a result of recent bank failures and events affecting financial institutions), ongoing geopolitical tensions, and a general decline in business activity and/or consumer confidence. These factors could adversely affect (i) our ability to acquire or dispose of single-family homes, (ii) our access to financial markets on attractive terms, or at all, and (iii) the value of our homes and our business that could cause us to recognize impairments in value of our tangible assets or goodwill. High levels of inflation and rising interest rates may also negatively impact consumer income, credit availability, and spending, among other factors, which may adversely impact our business, financial condition, cash flows, and results of operations, including the ability of our residents to pay rent. These factors, which include labor shortages and inflationary increases in labor and material costs, have impacted and may continue to impact certain aspects of our business.
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. These estimates are inherently subjective in nature and actual results could differ from those estimates.
Reclassifications
We reclassified $12,457
14
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
(unaudited)
Accounting Policies
There have been no changes to our significant accounting policies that have had a material impact on our condensed consolidated financial statements and related notes, compared to those policies disclosed in our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022.
Recently Adopted Accounting Standards
In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope, which refines the scope of Topic 848 and clarifies some of its guidance. ASU 2020-04 provides temporary optional guidance that provides transition relief for reference rate reform, including optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships, and other transactions that reference the London Interbank Offer Rate (“LIBOR”) or a reference rate that is expected to be discontinued as a result of reference rate reform if certain criteria are met. ASU 2020-04 is effective upon issuance, and the provisions generally can be applied prospectively as of January 1, 2020 through December 31, 2024 (as extended by the FASB in December 2022). In certain cases, we have elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. We have also elected to apply practical expedients related to contract modifications, changes in critical terms, and updates to the designated hedged risk(s) as qualifying changes are made to applicable debt and derivative instruments. Application of these expedients preserves the presentation of derivatives contracts consistent with past presentation.
Note 3—Investments in Single-Family Residential Properties
| June 30, 2023 | December 31, 2022 | |||||||||||||
| Land | $ | $ | ||||||||||||
| Single-family residential property | ||||||||||||||
| Capital improvements | ||||||||||||||
| Equipment | ||||||||||||||
| Total gross investments in the properties | ||||||||||||||
| Less: accumulated depreciation | ( | ( | ||||||||||||
| Investments in single-family residential properties, net | $ | $ | ||||||||||||
As of June 30, 2023 and December 31, 2022, the carrying amount of the residential properties above includes $130,508 and $129,341 , respectively, of capitalized acquisition costs (excluding purchase price), along with $76,900 and $76,408 , respectively, of capitalized interest, $30,464 and $30,435 , respectively, of capitalized property taxes, $4,985 and $4,982 , respectively, of capitalized insurance, and $3,631 and $3,627 , respectively, of capitalized homeowners’ association (“HOA”) fees.
15
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
(unaudited)
During the three months ended June 30, 2023 and 2022, we recognized $163,022 and $156,433 , respectively, of depreciation expense related to the components of the properties, and $2,737 and $2,139 , respectively, of depreciation and amortization related to corporate furniture and equipment. These amounts are included in depreciation and amortization in the condensed consolidated statements of operations. Further, during the three months ended June 30, 2023 and 2022, impairments totaling $81 and $36 , respectively, have been recognized and are included in impairment and other in the condensed consolidated statements of operations. See Note 11 for additional information regarding these impairments.
During the six months ended June 30, 2023 and 2022, we recognized $325,106 and $310,073 , respectively, of depreciation expense related to the components of the properties, and $5,326 and $4,295 , respectively, of depreciation and amortization related to corporate furniture and equipment. These amounts are included in depreciation and amortization in the condensed consolidated statements of operations. Further, during the six months ended June 30, 2023 and 2022, impairments totaling $259 and $137 , respectively, have been recognized and are included in impairment and other in the condensed consolidated statements of operations. See Note 11 for additional information regarding these impairments.
Note 4—Cash, Cash Equivalents, and Restricted Cash
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the condensed consolidated balance sheets that sum to the total of such amounts shown in the condensed consolidated statements of cash flows:
| June 30, 2023 | December 31, 2022 | |||||||||||||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||||||||||||||
| Restricted cash | ||||||||||||||||||||||||||
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows | $ | $ | ||||||||||||||||||||||||
Pursuant to the terms of the mortgage loans and the Secured Term Loan (as defined in Note 7), we are required to establish, maintain, and fund from time to time (generally, either monthly or at the time borrowings are funded) certain specified reserve accounts. These reserve accounts include, but are not limited to, the following types of accounts: (i) property tax reserves; (ii) insurance reserves; (iii) capital expenditure reserves; and (iv) HOA reserves. The reserve accounts associated with our mortgage loans and Secured Term Loan are under the sole control of the loan servicer. Additionally, we hold security deposits pursuant to resident lease agreements that we are required to segregate. We are also required to hold letters of credit by certain of our insurance policies. Accordingly, amounts funded to these reserve accounts, security deposit accounts, and other restricted accounts have been classified on our condensed consolidated balance sheets as restricted cash.
The amounts funded, and to be funded, to the reserve accounts are subject to formulae included in the mortgage loan and Secured Term Loan agreements and are to be released to us subject to certain conditions specified in the loan agreements being met. To the extent that an event of default were to occur, the loan servicer has discretion to use such funds to either settle the applicable operating expenses to which such reserves relate or reduce the allocated loan amount associated with a residential property of ours.
16
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
(unaudited)
The balances of our restricted cash accounts, as of June 30, 2023 and December 31, 2022, are set forth in the table below. As of June 30, 2023 and December 31, 2022, no amounts were funded to the insurance accounts as the conditions specified in the mortgage loan and Secured Term Loan agreements that require such funding did not exist.
| June 30, 2023 | December 31, 2022 | |||||||||||||
| Resident security deposits | $ | $ | ||||||||||||
| Collections | ||||||||||||||
| Property taxes | ||||||||||||||
| Letters of credit | ||||||||||||||
| Capital expenditures | ||||||||||||||
| Special and other reserves | ||||||||||||||
| Total | $ | $ | ||||||||||||
Note 5—Investments In Unconsolidated Joint Ventures
The following table summarizes our investments in unconsolidated joint ventures, which are accounted for using the equity method model of accounting, as of June 30, 2023 and December 31, 2022:
| Number of Properties Owned | Carrying Value | |||||||||||||||||||||||||||||||
| Ownership Percentage | June 30, 2023 | December 31, 2022 | June 30, 2023 | December 31, 2022 | ||||||||||||||||||||||||||||
Pathway Property Company(1) | $ | $ | ||||||||||||||||||||||||||||||
2020 Rockpoint JV(1) | ||||||||||||||||||||||||||||||||
FNMA(2) | ||||||||||||||||||||||||||||||||
Pathway Operating Company(3) | N/A | N/A | ||||||||||||||||||||||||||||||
2022 Rockpoint JV(1) | ||||||||||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||||||||
(1)Owns homes in markets within the Western United States, Southeast United States, Florida, and Texas.
(2)Owns homes within the Western United States.
(3)Represents an investment in an operating company that provides a technology platform and asset management services.
In November 2021, we entered into agreements with Pathway Homes and its affiliates, among others, to form a joint venture that will provide unique opportunities for customers to identify a home whereby they are able to first lease and then, if they choose, purchase the home in the future. We have fully funded our capital commitment to the operating company (“Pathway Operating Company”) which provides the technology platform and asset management services for the entity that owns and leases the homes (“Pathway Property Company”). Pathway Homes and its affiliates are responsible for the operations and management of Pathway Operating Company, and we do not have a controlling interest in Pathway Operating Company. As of June 30, 2023, we have funded $136,700 to Pathway Property Company, and our remaining equity commitment is $88,300 . A wholly owned subsidiary of INVH LP provides property management and renovation oversight services for and earns fees from Pathway Property Company. As the asset manager, Pathway Operating Company is responsible for the operations and management of Pathway Property Company, and we do not have a controlling interest in Pathway Property Company.
17
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
(unaudited)
In October 2020, we entered into an agreement with Rockpoint Group, L.L.C. (“Rockpoint”) to form a joint venture that will acquire homes in markets where we already own homes (the “2020 Rockpoint JV”). The joint venture is funded with a combination of debt and equity, and we have guaranteed the funding of certain tax, insurance, and non-conforming property reserves related to the joint venture’s financing. We have fully funded our capital commitment to the 2020 Rockpoint JV. The administrative member of the 2020 Rockpoint JV is a wholly owned subsidiary of INVH LP and is responsible for the operations and management of the properties, subject to Rockpoint’s approval of major decisions. We earn property and asset management fees from the 2020 Rockpoint JV.
We acquired our interest in the joint venture with the Federal National Mortgage Association (“FNMA”) via the SWH merger. The managing member of the FNMA joint venture is a wholly owned subsidiary of INVH LP and is responsible for the operations and management of the properties, subject to FNMA’s approval of major decisions. We earn property and asset management fees from the FNMA joint venture.
In March 2022, we entered into a second agreement with Rockpoint to form a joint venture that will acquire homes in premium locations and at higher price points relative to our other investments in single-family residential properties (the “2022 Rockpoint JV”). As of June 30, 2023, we have funded $10,250 to the 2022 Rockpoint JV, and our remaining equity commitment is $39,750 . The joint venture is funded with a combination of debt and equity, and we have guaranteed the funding of certain tax, insurance, and non-conforming property reserves related to the joint venture’s financing. The administrative member of the 2022 Rockpoint JV is a wholly owned subsidiary of INVH LP and is responsible for the operations and management of the properties, subject to Rockpoint’s approval of major decisions. We earn property and asset management fees from the 2022 Rockpoint JV.
We recorded net losses from these investments for the three months ended June 30, 2023 and 2022, totaling $2,030 and $2,701 , respectively, and for the six months ended June 30, 2023 and 2022, totaling $6,185 and $5,021 , respectively, which are included in losses from investments in unconsolidated joint ventures in the condensed consolidated statements of operations.
The fees earned from our joint ventures (as described above) are related party transactions. For the three months ended June 30, 2023 and 2022, we earned $3,448 and $2,759 , respectively, and for the six months ended June 30, 2023 and 2022, we earned $6,823 and $4,870 , respectively, of management fees which are included in management fee revenues in the condensed consolidated statements of operations.
Note 6—Other Assets
As of June 30, 2023 and December 31, 2022, the balances in other assets, net are as follows:
| June 30, 2023 | December 31, 2022 | |||||||||||||
| Derivative instruments (Note 8) | $ | $ | ||||||||||||
| Amounts deposited and held by others (Note 14) | ||||||||||||||
| Investments in debt securities, net | ||||||||||||||
| Rent and other receivables, net | ||||||||||||||
| Investments in equity securities | ||||||||||||||
| Prepaid expenses | ||||||||||||||
Held for sale assets(1) | ||||||||||||||
| Corporate fixed assets, net | ||||||||||||||
| ROU lease assets — operating and finance, net | ||||||||||||||
| Deferred financing costs, net | ||||||||||||||
| Other | ||||||||||||||
| Total | $ | $ | ||||||||||||
18
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
(unaudited)
Investments in Debt Securities, net
In connection with certain of our Securitizations (as defined in Note 7), we have retained and purchased certificates totaling $86,821 , net of unamortized discounts of $1,408 as of June 30, 2023. These investments in debt securities are classified as held to maturity investments. As of June 30, 2023, we have not recognized any credit losses with respect to these investments in debt securities, and our retained certificates are scheduled to mature over the next six months to four years .
Rent and Other Receivables, net
We lease our properties to residents pursuant to leases that generally have an initial contractual term of at least 12 months, provide for monthly payments, and are cancelable by the resident and us under certain conditions specified in the related lease agreements. Rental revenues and other property income and the corresponding rent and other receivables are recorded net of any concessions and bad debt (including actual write-offs, credit reserves, and uncollectible amounts) for all periods presented.
Variable lease payments consist of resident reimbursements for utilities, and various other fees, including late fees and lease termination fees, among others. Variable lease payments are charged based on the terms and conditions included in the resident leases. For the three months ended June 30, 2023 and 2022, rental revenues and other property income includes $37,063 and $34,078 of variable lease payments, respectively. For the six months ended June 30, 2023 and 2022, rental revenues and other property income includes $72,574 and $67,126 of variable lease payments, respectively.
Future minimum rental revenues and other property income under leases on our single-family residential properties in place as of June 30, 2023 are as follows:
| Year | Lease Payments to be Received | |||||||
| Remainder of 2023 | $ | |||||||
| 2024 | ||||||||
| 2025 | ||||||||
| 2026 | ||||||||
| 2027 | ||||||||
| Thereafter | ||||||||
| Total | $ | |||||||
Investments in Equity Securities
We hold investments in equity securities both with and without a readily determinable fair value. Investments with a readily determinable fair value are measured at fair value, and those without a readily determinable fair value are measured at cost, less any impairment, plus or minus changes resulting from observable price changes for identical or similar investments in the same issuer. As of June 30, 2023 and December 31, 2022, the values of our investments in equity securities are as follows:
| June 30, 2023 | December 31, 2022 | |||||||||||||
| Investments without a readily determinable fair value | $ | $ | ||||||||||||
| Investments with a readily determinable fair value | ||||||||||||||
| Total | $ | $ | ||||||||||||
19
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
(unaudited)
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||||||||||||
| Net losses recognized on investments sold during the reporting period — with a readily determinable value | $ | $ | $ | $ | ( | |||||||||||||||||||||||||||||||||
| Net unrealized gains (losses) on investments still held at the reporting date — with a readily determinable fair value | ( | ( | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||||||
Right-of-Use (“ROU”) Lease Assets — Operating and Finance, net
The following table presents supplemental information related to leases into which we have entered as a lessee as of June 30, 2023 and December 31, 2022:
| June 30, 2023 | December 31, 2022 | |||||||||||||||||||||||||
| Operating Leases | Finance Leases | Operating Leases | Finance Leases | |||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
| Weighted average remaining lease term | ||||||||||||||||||||||||||
| Weighted average discount rate | ||||||||||||||||||||||||||
Deferred Financing Costs, net
In connection with the amended and restated Revolving Facility (see Note 7), we incurred $11,846 of financing costs, which have been deferred as other assets, net on our condensed consolidated balance sheets. We amortize deferred financing costs as interest expense on a straight-line basis over the term of the Revolving Facility and accelerate amortization if debt is retired before the maturity date. As of June 30, 2023 and December 31, 2022, the unamortized balances of these deferred financing costs are $4,433 and $5,850 , respectively.
Note 7—Debt
Mortgage Loans
Our securitization transactions (the “Securitizations” or the “mortgage loans”) are collateralized by certain homes owned by the respective Borrower Entities. We utilize the proceeds from our Securitizations to fund: (i) repayments of then-outstanding indebtedness; (ii) initial deposits into Securitization reserve accounts; (iii) closing costs in connection with the mortgage loans; and (iv) general costs associated with our operations.
20
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
(unaudited)
The following table sets forth a summary of our mortgage loan indebtedness as of June 30, 2023 and December 31, 2022:
Outstanding Principal Balance(1) | ||||||||||||||||||||||||||||||||||||||||||||
| Origination Date | Maturity Date(2) | Maturity Date if Fully Extended(3) | Interest Rate(4) | Range of Spreads(5) | June 30, 2023 | December 31, 2022 | ||||||||||||||||||||||||||||||||||||||
IH 2017-1(6) | April 28, 2017 | June 9, 2027 | June 9, 2027 | N/A | $ | $ | ||||||||||||||||||||||||||||||||||||||
IH 2018-4(7) | November 7, 2018 | January 9, 2024 | January 9, 2026 | |||||||||||||||||||||||||||||||||||||||||
| Total Securitizations | ||||||||||||||||||||||||||||||||||||||||||||
| Less: deferred financing costs, net | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
(1)Outstanding principal balance is net of discounts and does not include deferred financing costs, net.
(2)Represents the maturity dates for all extension options that have been exercised for the mortgage loans.
(3)Represents the maturity date if we exercise each of the remaining one year extension options available, which are subject to certain conditions being met.
(4)IH 2017-1 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. For IH 2018-4, the interest rate is based on the weighted average spread over LIBOR (or a comparable or successor rate as provided for in our loan agreement), plus applicable servicing fees; as of June 30, 2023, LIBOR was 5.22 %. Effective July 3, 2023, the interest rate for IH 2018-4 is based on the weighted average spread over SOFR adjusted for an 0.11 % credit spread adjustment (see Note 15).
(5)Range of spreads is based on outstanding principal balances as of June 30, 2023.
(6)Net of unamortized discount of $1,408 and $1,584 as of June 30, 2023 and December 31, 2022, respectively.
(7)The initial maturity term of IH 2018-4 is two years , subject 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 to the lender a replacement interest rate cap agreement from an approved counterparty within the required timeframe). Our IH 2018-4 mortgage loan has exercised the third extension option. The maturity date above reflects all extensions that have been exercised.
Securitization Transactions
For each Securitization transaction, the Borrower Entity executed a loan agreement with a third party lender. IH 2018-4 originally consisted of six floating rate components. The two year initial terms are individually subject to five , one year extension options at the Borrower Entity’s discretion. Such extensions are available provided there is no continuing event of default under the respective 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. IH 2017-1 is a 10 year, fixed rate mortgage loan comprised of two components. Certificates issued by the trust in connection with Component A of IH 2017-1 benefit from FNMA’s guaranty of timely payment of principal and interest.
Each mortgage loan is secured by a pledge of the equity in the assets of the respective Borrower Entities, as well as first-priority mortgages on the underlying properties and a grant of security interests in all of the related personal property. As of June 30, 2023 and December 31, 2022, a total of 10,646 and 10,712 homes, respectively, with a gross book value of $2,350,583 and $2,355,083 , respectively, and a net book value of $1,818,644 and $1,859,614 , respectively, are pledged pursuant to the mortgage loans. Each Borrower Entity has the right, subject to certain requirements and limitations outlined in the respective loan agreements, to substitute properties. We are obligated to make monthly payments of interest for each mortgage loan.
21
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
(unaudited)
Transactions with Trusts
Concurrent with the execution of each mortgage loan agreement, the respective third party lender sold each loan it originated to individual depositor entities (the “Depositor Entities”) who subsequently transferred each loan to Securitization-specific trust entities (the “Trusts”). The Depositor Entities for our currently outstanding Securitizations are wholly owned subsidiaries. We accounted for the transfers of the individual Securitizations from the wholly owned Depositor Entities to the respective Trusts as sales under ASC 860, Transfers and Servicing, with no resulting gain or loss as the Securitizations were both originated by the lender and immediately transferred at the same fair market value.
As consideration for the transfer of each loan to the Trusts, the Trusts issued classes of certificates which mirror the components of the individual loans (collectively, the “Certificates”) to the Depositor Entities, except that Class R certificates do not have related loan components as they represent residual interests in the Trusts. The Certificates represent the entire beneficial interest in the Trusts. Following receipt of the Certificates, the Depositor Entities sold the Certificates to investors and used the proceeds as consideration for the loans sold to the Depositor Entities by the lenders. These transactions had no effect on our condensed consolidated financial statements other than with respect to Certificates we retained in connection with Securitizations or purchased at a later date.
The Trusts are structured as pass-through entities that receive interest payments from the Securitizations and distribute those payments to the holders of the Certificates. The assets held by the Trusts are restricted and can only be used to fulfill the obligations of those entities. The obligations of the Trusts do not have any recourse to the general credit of any entities in these condensed consolidated financial statements. We have evaluated our interests in certain certificates of the Trusts held by us (discussed below) and determined that they do not create a more than insignificant variable interest in the Trusts. Additionally, the retained certificates do not provide us with any ability to direct activities that could impact the Trusts’ economic performance. Therefore, we do not consolidate the Trusts.
Retained Certificates
As the Trusts made Certificates available for sale to both domestic and foreign investors, sponsors of the mortgage loans are required to retain a portion of the risk that represents a material net economic interest in each loan pursuant to Regulation RR (the “Risk Retention Rules”) under the Securities Exchange Act of 1934, as amended. As such, loan sponsors are required to retain a portion of the credit risk that represents not less than 5 % of the aggregate fair value of the loan as of the closing date.
IH 2017-1 issued Class B certificates, which are restricted certificates that were made available exclusively to INVH LP in order to comply with the Risk Retention Rules. The Class B certificates bear a stated annual interest rate of 4.23 %, including applicable servicing fees.
For IH 2018-4, we retain 5 % of each class of certificates to meet the Risk Retention Rules. These retained certificates accrue interest at a floating rate of LIBOR plus a spread ranging from 1.15 % to 1.45 %.
The retained certificates, net of discount, total $86,821 and $86,980 as of June 30, 2023 and December 31, 2022, respectively, and are classified as held to maturity investments and recorded in other assets, net on the condensed consolidated balance sheets (see Note 6).
Loan Covenants
The general terms that apply to all of the mortgage loans require each Borrower Entity to maintain compliance with certain affirmative and negative covenants. Affirmative covenants include each Borrower Entity’s, and certain of their respective affiliates’, compliance with (i) licensing, permitting, and legal requirements specified in the mortgage loan agreements, (ii) organizational requirements of the jurisdictions in which they are organized, (iii) federal and state tax laws, and (iv) books and records requirements specified in the respective mortgage loan agreements. Negative covenants include each Borrower Entity’s, and certain of their affiliates’, compliance with limitations surrounding (i) the amount of each Borrower Entity’s indebtedness and the nature of their investments, (ii) the execution of transactions with affiliates, (iii) the Manager, (iv) the nature of each Borrower Entity’s business activities, and (v) the required maintenance of specified cash reserves. As of June 30, 2023, and through the date our condensed consolidated financial statements were issued, we believe each Borrower Entity is in compliance with all affirmative and negative covenants for the mortgage loans.
22
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
(unaudited)
Prepayments
For the mortgage loans, prepayments of amounts owed by us are generally not permitted under the terms of the respective mortgage loan agreements unless such prepayments are made pursuant to the voluntary election or mandatory provisions specified in such agreements. The specified mandatory provisions become effective to the extent that a property becomes characterized as a disqualified property, a property is sold, and/or upon the occurrence of a condemnation or casualty event associated with a property. To the extent either a voluntary election is made, or a mandatory prepayment condition exists, in addition to paying all interest and principal, we must also pay certain breakage costs as determined by the loan servicer and a spread maintenance premium if prepayment occurs before the month following the one or two year anniversary of the closing dates of each of the mortgage loans except for IH 2017-1. For IH 2017-1, prepayments on or before December 2026 will require a yield maintenance premium. For the six months ended June 30, 2023 and 2022, we made voluntary and mandatory prepayments of $10,085 and $845,225 , respectively, under the terms of the mortgage loan agreements. For the six months ended June 30, 2022, prepayments included the full repayment of the 2018-2 and 2018-3 mortgage loans.
Secured Term Loan
On June 7, 2019, 2019-1 IH Borrower LP, a consolidated subsidiary (“2019-1 IH Borrower” and one of our Borrower Entities), entered into a 12 year loan agreement with a life insurance company (the “Secured Term Loan”). The Secured Term Loan bears interest at a fixed rate of 3.59 %, including applicable servicing fees, for the first 11 years and bears interest at a floating rate based on a spread of 147 bps, including applicable servicing fees, over one month LIBOR for the twelfth year (subject to certain adjustments as outlined in the loan agreement, including conversion by the lender to a successor variable rate once LIBOR is discontinued). The Secured Term Loan is secured by first priority mortgages on a portfolio of single-family rental properties as well as a first priority pledge of the equity interests of 2019-1 IH Borrower. We utilized the proceeds from the Secured Term Loan to fund: (i) repayments of then-outstanding indebtedness; (ii) initial deposits into the Secured Term Loan’s reserve accounts; (iii) transaction costs related to the closing of the Secured Term Loan; and (iv) general corporate purposes.
The following table sets forth a summary of our Secured Term Loan indebtedness as of June 30, 2023 and December 31, 2022:
| Maturity Date | Interest Rate(1) | June 30, 2023 | December 31, 2022 | |||||||||||||||||||||||
Secured Term Loan | June 9, 2031 | $ | $ | |||||||||||||||||||||||
Deferred financing costs, net | ( | ( | ||||||||||||||||||||||||
| Secured Term Loan, net | $ | $ | ||||||||||||||||||||||||
23
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
(unaudited)
Collateral
As of June 30, 2023 and December 31, 2022, the Secured Term Loan’s collateral pool contains 3,332 and 3,334 homes, respectively, with a gross book value of $820,740 and $813,543 , respectively, and a net book value of $681,714 and $688,625 , respectively. 2019-1 IH Borrower has the right, subject to certain requirements and limitations outlined in the loan agreement, to substitute properties representing up to 20 % of the collateral pool annually, and to substitute properties representing up to 100 % of the collateral pool over the life of the Secured Term Loan. In addition, four times after the first anniversary of the closing date, 2019-1 IH Borrower has the right, subject to certain requirements and limitations outlined in the loan agreement, to execute a special release of collateral representing up to 15 % of the then-outstanding principal balance of the Secured Term Loan in order to bring the loan-to-value ratio back in line with the Secured Term Loan’s loan-to-value ratio as of the closing date. Any such special release of collateral would not change the then-outstanding principal balance of the Secured Term Loan, but rather would reduce the number of single-family rental homes included in the collateral pool.
Loan Covenants
The Secured Term Loan requires 2019-1 IH Borrower to maintain compliance with certain affirmative and negative covenants. Affirmative covenants include 2019-1 IH Borrower’s, and certain of its affiliates’, compliance with (i) licensing, permitting and legal requirements specified in the loan agreement, (ii) organizational requirements of the jurisdictions in which they are organized, (iii) federal and state tax laws, and (iv) books and records requirements specified in the loan agreement. Negative covenants include 2019-1 IH Borrower’s, and certain of its affiliates’, compliance with limitations surrounding (i) the amount of 2019-1 IH Borrower’s indebtedness and the nature of its investments, (ii) the execution of transactions with affiliates, (iii) the Manager, (iv) the nature of 2019-1 IH Borrower’s business activities, and (v) the required maintenance of specified cash reserves. As of June 30, 2023, and through the date our condensed consolidated financial statements were issued, we believe 2019-1 IH Borrower is in compliance with all affirmative and negative covenants for the Secured Term Loan.
Prepayments
Prepayments of the Secured Term Loan are generally not permitted unless such prepayments are made pursuant to the voluntary election or mandatory provisions specified in the loan agreement. The specified mandatory provisions become effective to the extent that a property becomes characterized as a disqualified property, a property is sold, and/or upon the occurrence of a condemnation or casualty event associated with a property. To the extent either a voluntary election is made, or a mandatory prepayment condition exists, in addition to paying all interest and principal, we must also pay certain breakage costs as determined by the loan servicer and a yield maintenance premium if prepayment occurs before June 9, 2030. During the six months ended June 30, 2023, we made mandatory prepayments of $234 under the terms of the Secured Term Loan agreement. No such prepayments were made during the six months ended June 30, 2022.
Unsecured Notes
Our unsecured notes are issued in connection with either an underwritten public offering pursuant to our existing shelf registration statement that automatically became effective upon filing with the SEC in July 2021 and expires in July 2024 or in connection with a private placement transaction with certain institutional investors (collectively, the “Unsecured Notes”). We utilize proceeds from the Unsecured Notes to fund: (i) repayments of then-outstanding indebtedness, including the Securitizations; (ii) closing costs in connection with the Unsecured Notes; and (iii) general costs associated with our operations and other corporate purposes, including acquisitions. Interest on the Unsecured Notes is payable semi-annually in arrears.
24
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
(unaudited)
The following table sets forth a summary of our Unsecured Notes as of June 30, 2023 and December 31, 2022:
Interest Rate(1) | June 30, 2023 | December 31, 2022 | ||||||||||||||||||
Total Unsecured Notes, net(2) | $ | $ | ||||||||||||||||||
Deferred financing costs, net | ( | ( | ||||||||||||||||||
Total | $ | $ | ||||||||||||||||||
(1)Represents the range of contractual rates in place as of June 30, 2023.
(2)Net of unamortized discount of $11,307 and $11,934 as of June 30, 2023 and December 31, 2022. See “Debt Maturities Schedule” for information about maturity dates for the Unsecured Notes.
Debt Issuances
On April 5, 2022, in a public offering under our existing shelf registration statement, we issued $600,000 aggregate principal amount of 4.15 % Senior Notes which mature on April 15, 2032. There were no Unsecured Notes issued during the six months ended June 30, 2023.
Prepayments
The Unsecured Notes are redeemable in whole at any time or in part from time to time, at our option, at a redemption price equal to (i) 100% of the principal amount to be redeemed plus accrued and unpaid interest and (ii) a make-whole premium calculated in accordance with the respective loan agreements if the redemption occurs in certain amounts or in certain periods that range from one to three months prior to the maturity date. The privately placed Unsecured Notes require any prepayment to be an amount not less than 5% of the aggregate principal amount then outstanding.
Guarantees
The Unsecured Notes are fully and unconditionally guaranteed, jointly and severally, by INVH and two of its wholly owned subsidiaries, the General Partner and IH Merger Sub, LLC (“IH Merger Sub”). Prior to the September 17, 2021 execution of a parent guaranty agreement, the privately placed Unsecured Notes were not guaranteed.
Loan Covenants
The Unsecured Notes issued publicly under our registration statement contain customary covenants, including, among others, limitations on the incurrence of debt; and they include the following financial covenants related to the incurrence of debt: (i) an aggregate debt test; (ii) a debt service test; (iii) a maintenance of total unencumbered assets; and (iv) a secured debt test.
The privately placed Unsecured Notes contain customary covenants, including, among others, limitations on distributions, fundamental changes, and transactions with affiliates; and they include the following financial covenants, subject to certain qualifications: (i) a maximum total leverage ratio; (ii) a maximum secured leverage ratio; (iii) a maximum unencumbered leverage ratio; (iv) a minimum fixed charge coverage ratio; and (v) a minimum unsecured interest coverage ratio.
The Unsecured Notes contain customary events of default (subject in certain cases to specified cure periods), the occurrence of which would allow the holders of notes to take various actions, including the acceleration of amounts due under the Unsecured Notes. As of June 30, 2023, and through the date our condensed consolidated financial statements were issued, we believe we were in compliance with all affirmative and negative covenants for the Unsecured Notes.
25
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
(unaudited)
Term Loan Facilities and Revolving Facility
On December 8, 2020, we entered into an Amended and Restated Revolving Credit and Term Loan Agreement with a syndicate of banks, financial institutions, and institutional lenders for a new credit facility (the “Credit Facility”). The Credit Facility provides $3,500,000 of borrowing capacity and consists of a $1,000,000 revolving facility (the “Revolving Facility”) and a $2,500,000 term loan facility (the “2020 Term Loan Facility”), both of which mature on January 31, 2025, with two six month extension options available. The Revolving Facility also includes borrowing capacity for letters of credit. The Credit Facility provides us with the option to enter into additional incremental credit facilities (including an uncommitted incremental facility that provides us with the option to increase the size of the Revolving Facility and/or the 2020 Term Loan Facility such that the aggregate amount does not exceed $4,000,000 at any time), subject to certain limitations. On April 18, 2023, we amended the Credit Facility to convert the applicable interest rate from a LIBOR-based index to a SOFR-based index.
On June 22, 2022, we entered into a Term Loan Agreement with a syndicate of banks for new senior unsecured term loans (the “2022 Term Loan Facility”; and together with the 2020 Term Loan Facility, the “Term Loan Facilities”). The 2022 Term Loan Facility provided $725,000 of borrowing capacity, consisting of a $150,000 initial term loan (the “Initial Term Loan”) and delayed draw term loans totaling $575,000 (the “Delayed Draw Term Loans”) which were fully drawn on December 8, 2022. The Initial Term Loan and the Delayed Draw Term Loans (together, the “2022 Term Loans”) mature on June 22, 2029. The 2022 Term Loan Facility also includes an accordion feature providing the option to increase the size of the 2022 Term Loans or enter into additional incremental 2022 Term Loans, such that the aggregate amount of all 2022 Term Loans does not exceed $950,000 at any time, subject to certain limitations.
The following table sets forth a summary of the outstanding principal amounts under the Term Loan Facilities and the Revolving Facility as of June 30, 2023 and December 31, 2022:
| Maturity Date | Interest Rate | June 30, 2023 | December 31, 2022 | |||||||||||||||||||||||
2020 Term Loan Facility(1)(2) | January 31, 2025 | $ | $ | |||||||||||||||||||||||
2022 Term Loan Facility(3) | June 22, 2029 | |||||||||||||||||||||||||
| Total Term Loan Facilities | ||||||||||||||||||||||||||
| Less: deferred financing costs, net | ( | ( | ||||||||||||||||||||||||
| Term Loan Facilities, net | $ | $ | ||||||||||||||||||||||||
Revolving Facility(1)(2)(4) | January 31, 2025 | $ | $ | |||||||||||||||||||||||
(1)Interest rates for the 2020 Term Loan Facility and the Revolving Facility are based on SOFR adjusted for a 0.10 % credit spread adjustment (“Adjusted SOFR”), plus an applicable margin. As of June 30, 2023, the applicable margins were 1.00 % and 0.89 %, respectively, and Adjusted SOFR was 5.24 %.
(2)If we exercise the two six month extension options, the maturity date will be January 31, 2026.
(3)Interest rate for the 2022 Term Loan Facility is based on SOFR adjusted for a 0.10 % credit spread adjustment (Adjusted SOFR), plus the applicable margin. As of June 30, 2023, the applicable margin was 1.24 %, and Adjusted SOFR was 5.24 %.
Interest Rate and Fees
As a result of the April 18, 2023 amendment to the Credit Facility, borrowings thereunder bear interest, at our option, at a rate equal to (a) a Term SOFR rate determined by reference to the forward-looking SOFR rate published by Reuters (or a comparable or successor rate as provided for in our loan agreement) for the interest period relevant to such borrowing plus 0.10 % credit spread adjustment or (b) a base rate determined by reference to the highest of (1) the administrative agent’s prime lending rate, (2) the federal funds effective rate plus 0.50 %, (3) the Term SOFR rate that would be payable on such day for a Term SOFR rate loan with a one month interest period plus 1.00 %, and (4) 1.00 %.
26
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
(unaudited)
Prior to the April 18, 2023 amendment to the Credit Facility, borrowings thereunder bore interest, at our option, at a rate equal to a margin over either (a) a LIBOR rate determined by reference to the Bloomberg LIBOR rate (or a comparable or successor rate as provided for in our loan agreement) for the interest period relevant to such borrowing or (b) a base rate determined by reference to the highest of (1) the administrative agent’s prime lending rate, (2) the federal funds effective rate plus 0.50 %, and (3) the LIBOR rate that would be payable on such day for a LIBOR rate loan with a one month interest period plus 1.00 %.
Borrowings under the 2022 Term Loan Facility bear interest, at our option, at a rate equal to a margin over either (a) Adjusted SOFR for the interest period relevant to such borrowing or (b) a base rate determined by reference to the highest of (1) the administrative agent’s prime lending rate, (2) the federal funds effective rate plus 0.50 %, and (3) Adjusted SOFR for a one month interest period plus 1.00 %.
The margins for the Term Loan Facilities and the Revolving Facility as of June 30, 2023 are as follows:
| Base Rate Loans | Adjusted SOFR Rate Loans | |||||||||||||||||||||||||||||||||||||
| 2020 Term Loan Facility | — | — | ||||||||||||||||||||||||||||||||||||
| 2022 Term Loan Facility | — | — | ||||||||||||||||||||||||||||||||||||
| Revolving Facility | — | — | ||||||||||||||||||||||||||||||||||||
The Revolving Facility and the 2022 Term Loan Facility include a sustainability component whereby pricing can improve upon our achievement of certain sustainability ratings, determined via an independent third party evaluation.
In addition to paying interest on outstanding principal, we are required to pay certain facility and unused commitment fees. Under the Credit Facility, we are required to pay a facility fee ranging from 0.10 % to 0.30 %. We are also required to pay customary letter of credit fees. Under the 2022 Term Loan Facility, we were required to pay an unused commitment fee to the lenders equal to the daily unused balance of the Delayed Draw Term Loan commitments at a rate of 0.20 % per annum prior to December 8, 2022 when the commitments were fully funded.
Prepayments and Amortization
No principal reductions are required under the Credit Facility or the 2022 Term Loan Facility. We are permitted to voluntarily repay amounts outstanding under the 2020 Term Loan Facility at any time without premium or penalty, subject to certain minimum amounts and the payment of customary “breakage” costs with respect to Term SOFR loans. We are also permitted to voluntarily repay amounts outstanding under the 2022 Term Loan Facility (a) on or prior to the first anniversary of the closing subject to a 2.0 % prepayment fee, (b) on or prior to the second anniversary of the closing subject to a 1.0 % prepayment fee, and (c) at any time thereafter without premium or penalty. Once repaid, no further borrowings will be permitted under the Term Loan Facilities.
Loan Covenants
The Credit Facility and the 2022 Term Loan Facility contain certain customary affirmative and negative covenants and events of default. Such covenants will, among other things, restrict, subject to certain exceptions, our ability and that of our subsidiaries to (i) engage in certain mergers, consolidations, or liquidations, (ii) sell, lease, or transfer all or substantially all of their respective assets, (iii) engage in certain transactions with affiliates, (iv) make changes to our fiscal year, (v) make changes in the nature of our business and our subsidiaries, and (vi) enter into certain burdensome agreements.
The Credit Facility and the 2022 Term Loan Facility also require us, on a consolidated basis with our subsidiaries, to maintain a (i) maximum total leverage ratio, (ii) maximum secured leverage ratio, (iii) maximum unencumbered leverage ratio, (iv) minimum fixed charge coverage ratio, (v) minimum unsecured interest coverage ratio, and (vi) maximum secured recourse. If at any time we do not have an Investment Grade Rating (defined below), we will also be required to maintain a maximum secured recourse leverage ratio. If an event of default occurs, the lenders under the Credit Facility and the 2022 Term Loan Facility are entitled to take various actions, including the acceleration of amounts due thereunder. As of June 30, 2023, and through the date our condensed consolidated financial statements were issued, we believe we were in compliance with all affirmative and negative covenants for the Credit Facility and the 2022 Term Loan Facility.
27
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
(unaudited)
Guarantees
After obtaining the requisite rating on our non-credit enhanced, senior unsecured long term debt as defined in the Credit Facility agreement (the “Investment Grade Rating”), our direct and indirect wholly owned subsidiaries that directly own unencumbered assets (the “Subsidiary Guarantors”) were released from their previous guarantee requirements under the Credit Facility (the “Investment Grade Release”) effective May 5, 2021. Prior to the Investment Grade Release, the obligations under the Credit Facility were guaranteed on a joint and several basis by each Subsidiary Guarantor, subject to certain exceptions.
Convertible Senior Notes
In connection with the SWH merger, we assumed certain convertible senior notes including $345,000 in aggregate principal amount of 3.50 % convertible senior notes due 2022 issued by SWH in January 2017 (the “2022 Convertible Notes”). Interest on the 2022 Convertible Notes was payable semiannually in arrears on January 15th and July 15th of each year, and the 2022 Convertible Notes had an effective interest rate of 5.12 % which included the effect of an adjustment to the fair value of the debt in connection with the SWH merger. On January 18, 2022, we settled the $141,490 outstanding principal balance of the 2022 Convertible Notes with the issuance of 6,216,261 shares of our common stock and a cash payment of $271 .
Debt Maturities Schedule
The following table summarizes the contractual maturities of our debt as of June 30, 2023:
| Year | Mortgage Loans(1) | Secured Term Loan | Unsecured Notes | Term Loan Facilities(2) | Revolving Facility(2) | Total | ||||||||||||||||||||||||||||||||||||||
| 2023 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| 2024 | ||||||||||||||||||||||||||||||||||||||||||||
| 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| 2026 | ||||||||||||||||||||||||||||||||||||||||||||
| 2027 | ||||||||||||||||||||||||||||||||||||||||||||
| Thereafter | ||||||||||||||||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||||||||||||||
| Less: deferred financing costs, net | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Less: unamortized debt discount | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
(1)The maturity dates of the obligations are reflective of all extensions that have been exercised as of June 30, 2023. If fully extended, we would have no mortgage loans maturing before 2026. Such extensions are available provided there is no continuing event of default under the respective mortgage loan agreement and the Borrower Entity obtains and delivers to the lender a replacement interest rate cap agreement from an approved counterparty within the required timeframe.
(2)If we exercise the two six month extension options, the maturity date for the 2020 Term Loan Facility and the Revolving Facility will be January 31, 2026.
28
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
(unaudited)
Note 8—Derivative Instruments
From time to time, we enter into derivative instruments to manage the economic risk of changes in interest rates. We do not enter into derivative transactions for speculative or trading purposes. Designated hedges are derivatives that meet the criteria for hedge accounting and that we have elected to designate as hedges. Non-designated hedges are derivatives that do not meet the criteria for hedge accounting or that we did not elect to designate as hedges.
Designated Hedges
We have entered into various interest rate swap agreements, which are used to hedge the variable cash flows associated with variable-rate interest payments. Each of our swap agreements is designated for hedge accounting purposes and is currently indexed to one month SOFR. On April 18, 2023, we completed a series of transactions related to certain of our variable rate debt and derivative agreements that were originally indexed to LIBOR to effectuate a transition to SOFR. While the original agreements provided for a prescribed transition to an alternate rate, this series of transactions amended or modified our Credit Facility and all of our LIBOR-indexed interest rate swap agreements such that each agreement is now indexed to SOFR. See Note 2 for additional information about reference rate reform and our transition from LIBOR. Changes in the fair value of these swaps are recorded in other comprehensive income and are subsequently reclassified into earnings in the period in which the hedged forecasted transactions affect earnings.
The table below summarizes our interest rate swap instruments as of June 30, 2023:
| Agreement Date | Forward Effective Date | Maturity Date | Strike Rate | Index | Notional Amount | |||||||||||||||||||||||||||
| April 18, 2023 | March 31, 2023 | January 31, 2025 | One month SOFR | $ | ||||||||||||||||||||||||||||
| April 18, 2023 | March 31, 2023 | November 30, 2024 | One month SOFR | |||||||||||||||||||||||||||||
| April 18, 2023 | April 15, 2023 | November 30, 2024 | One month SOFR | |||||||||||||||||||||||||||||
| April 18, 2023 | April 15, 2023 | February 28, 2025 | One month SOFR | |||||||||||||||||||||||||||||
| April 18, 2023 | April 15, 2023 | June 9, 2025 | One month SOFR | |||||||||||||||||||||||||||||
| April 18, 2023 | April 15, 2023 | June 9, 2025 | One month SOFR | |||||||||||||||||||||||||||||
| April 18, 2023 | April 15, 2023 | July 9, 2025 | One month SOFR | |||||||||||||||||||||||||||||
| April 18, 2023 | April 15, 2023 | July 31, 2025 | One month SOFR | |||||||||||||||||||||||||||||
| March 22, 2023 | July 9, 2025 | May 31, 2029 | One month SOFR | |||||||||||||||||||||||||||||
During the six months ended June 30, 2022, we terminated interest rate swaps or portions thereof and paid the counterparties $13,292 in connection with these terminations. There were no such terminations during the six months ended June 30, 2023.
During the six months ended June 30, 2023 and 2022, interest rate swap instruments were used to hedge the variable cash flows associated with existing variable-rate interest payments. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on our variable-rate debt. During the next 12 months, we estimate that $79,922 will be reclassified to earnings as a decrease in interest expense.
Non-Designated Hedges
Concurrent with entering into certain of the mortgage loan agreements and in connection with previous mergers, we entered into or acquired and maintain interest rate cap agreements with terms and notional amounts equivalent to the terms and amounts of the mortgage loans made by the third party lenders. As of June 30, 2023, our remaining interest rate cap agreement is indexed to one month LIBOR. In connection with the amendment of IH 2018-4 (see Notes 7 and 15), the related interest rate cap was amended to transition from a LIBOR-based index to a SOFR-based index effective July 15, 2023.
29
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
(unaudited)
To the extent that the maturity date of a mortgage loan is extended through an exercise of one or more extension options, a replacement or extension interest rate cap agreement must be executed with terms similar to those associated with the initial interest rate cap agreement and strike prices equal to the greater of the interest rate cap strike price and the interest rate at which the debt service coverage ratio (as defined) is not less than 1.2 to 1.0. The interest rate cap agreement, including all of our rights to payments owed by the counterparties and all other rights, has been pledged as additional collateral for the mortgage loan. Additionally, in certain instances, in order to minimize the cash impact of purchasing required interest rate caps, we simultaneously sell interest rate caps (which have identical terms and notional amounts) such that the purchase price and sales proceeds of the related interest rate caps are intended to offset each other. As of June 30, 2023, the remaining interest rate cap has a strike price of 8.46 %.
Fair Values of Derivative Instruments on the Condensed Consolidated Balance Sheets
The table below presents the fair value of our derivative financial instruments as well as their classification on the condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022:
| Asset Derivatives | Liability Derivatives | |||||||||||||||||||||||||||||||||||||
| Fair Value as of | Fair Value as of | |||||||||||||||||||||||||||||||||||||
| Balance Sheet Location | June 30, 2023 | December 31, 2022 | Balance Sheet Location | June 30, 2023 | December 31, 2022 | |||||||||||||||||||||||||||||||||
| Derivatives designated as hedging instruments: | ||||||||||||||||||||||||||||||||||||||
| Interest rate swaps | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Derivatives not designated as hedging instruments: | ||||||||||||||||||||||||||||||||||||||
| Interest rate caps | Other assets | Other liabilities | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
Offsetting Derivatives
We enter into master netting arrangements, which reduce risk by permitting net settlement of transactions with the same counterparty. The tables below present a gross presentation, the effects of offsetting, and a net presentation of our derivatives as of June 30, 2023 and December 31, 2022:
| June 30, 2023 | ||||||||||||||||||||||||||||||||||||||
| 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 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Offsetting liabilities: | ||||||||||||||||||||||||||||||||||||||
| Derivatives | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
30
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
(unaudited)
| December 31, 2022 | ||||||||||||||||||||||||||||||||||||||
| 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 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Offsetting liabilities: | ||||||||||||||||||||||||||||||||||||||
| Derivatives | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
Effect of Derivative Instruments on the Condensed Consolidated Statements of Comprehensive Income (Loss) and the Condensed Consolidated Statements of Operations
The tables below present the effect of our derivative financial instruments in the condensed consolidated statements of comprehensive income (loss) and the condensed consolidated statements of operations for the three months ended June 30, 2023 and 2022:
| Amount of Gain Recognized in OCI on Derivative | Location of Gain (Loss) Reclassified from Accumulated OCI into Net Income | Amount of Gain (Loss) Reclassified from Accumulated OCI into Net Income | Total Amount of Interest Expense Presented in the Condensed Consolidated Statements of Operations | |||||||||||||||||||||||||||||||||||||||||||||||
For the Three Months Ended June 30, | For the Three Months Ended June 30, | For the Three Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||||||||||||||||||||||
| Derivatives in cash flow hedging relationships: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest rate swaps | $ | $ | Interest expense | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Location of Loss Recognized in Net Income on Derivative | Amount of Loss Recognized in Net Income on Derivative | |||||||||||||||||||
For the Three Months Ended June 30, | ||||||||||||||||||||
| 2023 | 2022 | |||||||||||||||||||
Derivatives not designated as hedging instruments: | ||||||||||||||||||||
| Interest rate caps | Interest expense | $ | $ | |||||||||||||||||
31
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
(unaudited)
The tables below present the effect of our derivative financial instruments in the condensed consolidated statements of comprehensive income (loss) and the condensed consolidated statements of operations for the six months ended June 30, 2023 and 2022:
| Amount of Gain Recognized in OCI on Derivative | Location of Gain (Loss) Reclassified from Accumulated OCI into Net Income | Amount of Gain (Loss) Reclassified from Accumulated OCI into Net Income | Total Amount of Interest Expense Presented in the Condensed Consolidated Statements of Operations | |||||||||||||||||||||||||||||||||||||||||||||||
| For the Six Months Ended June 30, | For the Six Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||||||||||||||||||||||
| Derivatives in cash flow hedging relationships: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest rate swaps | $ | $ | Interest expense | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Location of Loss Recognized in Net Income on Derivative | Amount of Loss Recognized in Net Income on Derivative | |||||||||||||||||||
| For the Six Months Ended June 30, | ||||||||||||||||||||
| 2023 | 2022 | |||||||||||||||||||
| Derivatives not designated as hedging instruments: | ||||||||||||||||||||
| Interest rate caps | Interest expense | $ | $ | |||||||||||||||||
Credit-Risk-Related Contingent Features
The agreements with our derivative counterparties which govern our interest rate swap agreements contain a provision where we could be declared in default on our derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to our default on the indebtedness.
32
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
(unaudited)
Note 9—Stockholders' Equity
As of June 30, 2023, we have issued 611,956,170 shares of common stock. In addition, we issue OP Units from time to time which, upon vesting, are redeemable for shares of our common stock on a one -for-one basis or, in our sole discretion, cash and are reflected as non-controlling interests on our condensed consolidated balance sheets and statements of equity. As of June 30, 2023, 1,869,483 outstanding OP Units are redeemable.
During the three and six months ended June 30, 2023, we issued 92,390 and 544,788 shares of common stock, respectively. During the three and six months ended June 30, 2022, we issued 515,448 and 9,314,471 shares of common stock, respectively.
At the Market Equity Program
On December 20, 2021, we entered into distribution agreements with a syndicate of banks (the “Agents” and the “Forward Sellers”), pursuant to which we may sell, from time to time, up to an aggregate sales price of $1,250,000 of our common stock through the Agents and the Forward Sellers (the “2021 ATM Equity Program”). In addition to the issuance of shares of our common stock, the distribution agreements permit us to enter into separate forward sale transactions with certain forward purchasers who may borrow shares from third parties and, through affiliated Forward Sellers, offer a number of shares of our common stock equal to the number of shares of our common stock underlying the particular forward transaction. During the three and six months ended June 30, 2022, we sold 360,154 and 2,438,927 shares of our common stock under our 2021 ATM Equity Program, respectively, generating net proceeds of $14,408 and $98,367 , respectively, after giving effect to Agent commissions and other costs totaling $320 and $1,633 , respectively. We did not 1,150,000 remains available for future offerings under the 2021 ATM Equity Program.
Dividends
To qualify as a REIT, we are required to distribute annually to our stockholders at least 90% of our REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and to pay tax at regular corporate rates to the extent that we annually distribute less than 100% of our net taxable income. We intend to pay quarterly dividends to our stockholders that in the aggregate are approximately equal to or exceed our net taxable income in the relevant year. The timing, form, and amount of distributions, if any, to our stockholders, will be at the sole discretion of our board of directors.
The following table summarizes our dividends declared from January 1, 2022 through June 30, 2023:
| Record Date | Amount per Share | Pay Date | Total Amount Declared | |||||||||||||||||||||||
| Q2-2023 | May 10, 2023 | $ | May 26, 2023 | $ | ||||||||||||||||||||||
| Q1-2023 | February 14, 2023 | February 28, 2023 | ||||||||||||||||||||||||
| Q4-2022 | November 8, 2022 | November 23, 2022 | ||||||||||||||||||||||||
| Q3-2022 | August 9, 2022 | August 26, 2022 | ||||||||||||||||||||||||
| Q2-2022 | May 10, 2022 | May 27, 2022 | ||||||||||||||||||||||||
| Q1-2022 | February 14, 2022 | February 28, 2022 | ||||||||||||||||||||||||
On July 18, 2023, our board of directors declared a dividend of $0.26 per share to stockholders of record on August 8, 2023, which is payable on August 25, 2023 (see Note 15).
Note 10—Share-Based Compensation
33
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
(unaudited)
Our share-based awards consist of restricted stock units (“RSUs”), which may be time vesting, performance based vesting, or market based vesting, and Outperformance Awards (defined below). Time-vesting RSUs are participating securities for earnings (loss) per share (“EPS”) purposes, and performance and market based RSUs (“PRSUs”) and Outperformance Awards are not. For detailed discussion of RSUs and PRSUs issued prior to January 1, 2023, refer to our Annual Report on Form 10-K for the year ended December 31, 2022.
Share-Based Awards
The following summarizes our share-based award activity during the six months ended June 30, 2023.
Annual Long Term Incentive Plan (“LTIP”):
•Annual LTIP Awards Granted: During the six months ended June 30, 2023, we granted 767,228 RSUs 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.
LTIP time-vesting RSUs vest in three equal annual installments based on an anniversary date of March 1st. LTIP PRSUs may be earned based on the achievement of certain measures over a three year performance period. The number of PRSUs earned will be determined based on performance achieved during the performance period for each measure at certain threshold, target, or maximum levels and corresponding payout ranges. In general, the LTIP PRSUs are earned after the end of the performance period on the date on which the performance results are certified by our compensation and management development committee (the “Compensation Committee”).
All of the LTIP Awards are subject to certain change in control and retirement eligibility provisions that may impact these vesting schedules.
•PRSU Results: During the six months ended June 30, 2023, certain LTIP PRSUs vested and achieved performance in excess of the target level, resulting in the issuance of an additional 188,001 shares of common stock. Such awards are reflected as an increase in the number of awards granted and vested in the table below.
Other Award Activity
•Director Awards: During the six months ended June 30, 2023, we granted 50,895 time-vesting RSUs to members of our board of directors, which will fully vest on the date of INVH’s 2024 annual stockholders meeting, subject to continued service on the board of directors through such date.
•Modifications: On February 1, 2023, the vesting conditions of certain outstanding equity awards with a pre-modification aggregate fair value of $3,741 were modified resulting, in an incremental $309 of share-based compensation expense over the remaining service period. During the six months ended June 30, 2023, $1,941 of previously recognized share-based compensation expense with respect to these awards was reversed, and we began amortizing the modified fair value over the remaining service period.
Outperformance Awards
On May 1, 2019, the Compensation Committee approved equity based awards in the form of PRSUs and OP Units (the “2019 Outperformance Awards”). The 2019 Outperformance Awards included market based vesting conditions related to absolute and relative total shareholder returns (“TSRs”) over a three year performance period that ended on March 31, 2022. In April 2022, the absolute TSR and the relative TSR were separately calculated, and the Compensation Committee certified achievement of each at maximum achievement. The number of earned 2019 Outperformance Awards was then determined based on the earned dollar value of the awards (at maximum) and the stock price at the performance certification date, resulting in 311,425 earned PRSUs and 498,224 earned OP Units. Earned awards vested 50 % on the certification date in April 2022, 25 % vested on March 31, 2023, and the remaining 25 % will vest on March 31, 2024, subject to continued employment. The estimated fair value of 2019 Outperformance Awards that fully vested during the six months ended June 30, 2023 was an aggregate $3,136 . The aggregate $12,160 grant-date fair value of the 2019 Outperformance Awards that were earned was determined based on Monte-Carlo option pricing models which estimated the probability of achievement of the TSR thresholds. The grant-date fair value is amortized ratably over each vesting period.
On April 1, 2022, the Compensation Committee granted equity based awards with market based vesting conditions in the form of PRSUs and OP Units (the “2022 Outperformance Awards” and together with the 2019 Outperformance Awards, the
34
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
(unaudited)
“Outperformance Awards”). The 2022 Outperformance Awards may be earned based on the achievement of rigorous absolute TSR and relative TSR return thresholds over a three year performance period ending March 31, 2025. The 2022 Outperformance Awards provide that upon completion of 75 % of the performance period, or June 30, 2024 (the “Interim Measurement Date”), performance achieved as of the Interim Measurement Date will be calculated consistent with the award terms. To the extent performance through the Interim Measurement Date would result in a payout if the performance period had ended on that date, a minimum of 50 % of such hypothetical payout amounts will be guaranteed as a minimum level payout for the full performance period, so long as certain minimum levels of relative TSR are achieved for the full performance period. The final award achievement will be equal to the greater of the payouts determined based on the Interim Measurement Date and performance through March 31, 2025. Upon completion of the performance period, the dollar value of the awards earned under the absolute and relative TSR components will be separately calculated, and the number of earned 2022 Outperformance Awards will be determined based on the earned dollar value of the awards and the stock price at the performance certification date. Earned awards will vest 50 % on the certification date and 50 % on March 31, 2026, subject to continued employment. As of June 30, 2023, 2022 Outperformance Awards with an approximate aggregate $17,600 grant-date fair value have been issued and remain outstanding. The grant-date fair value was determined based on Monte-Carlo option pricing models which estimate the probability of achievement of the TSR thresholds, and it is amortized ratably over each vesting period.
Summary of Total Share-Based Awards
The following table summarizes activity related to non-vested time-vesting RSUs and PRSUs, other than Outperformance Awards, during the six months ended June 30, 2023:
| Time-Vesting Awards | PRSUs | Total Share-Based Awards(1) | ||||||||||||||||||||||||||||||||||||
| Number | Weighted Average Grant Date Fair Value (Actual $) | Number | Weighted Average Grant Date Fair Value (Actual $) | Number | Weighted Average Grant Date Fair Value (Actual $) | |||||||||||||||||||||||||||||||||
| Balance, December 31, 2022 | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Granted | ||||||||||||||||||||||||||||||||||||||
Vested(2) | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Forfeited / canceled | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||
Balance, June 30, 2023 | $ | $ | $ | |||||||||||||||||||||||||||||||||||
(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 aggregate fair value of share-based awards that fully vested during the six months ended June 30, 2023 was $23,132 . During the six months ended June 30, 2023, 3,768 RSUs were accelerated pursuant to the terms and conditions of the Omnibus Incentive Plan and related award agreements.
Grant-Date Fair Values
The grant-date fair values of the time-vesting RSUs and PRSUs with performance condition vesting criteria are generally based on the closing price of our common stock on the grant date. However, the grant-date fair values for share-based awards with market condition vesting criteria are based on Monte-Carlo option pricing models. The following table summarizes the significant inputs utilized in these models for such awards granted or modified during the six months ended June 30, 2023:
For the Six Months Ended June 30, 2023 | |||||||||||||||||||||||||||||
Expected volatility(1) | |||||||||||||||||||||||||||||
| Risk-free rate | |||||||||||||||||||||||||||||
| Expected holding period (years) | |||||||||||||||||||||||||||||
(1)Expected volatility was estimated based on the historical volatility of INVH’s realized returns and of the applicable index.
35
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
(unaudited)
Summary of Total Share-Based Compensation Expense
During the three and six months ended June 30, 2023 and 2022, we recognized share-based compensation expense as follows:
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||
| General and administrative | $ | $ | $ | $ | ||||||||||||||||||||||
| Property management expense | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
As of June 30, 2023, there is $44,173 of unrecognized share-based compensation expense related to non-vested share-based awards which is expected to be recognized over a weighted average period of 1.93 years.
Note 11—Fair Value Measurements
The carrying amounts of restricted cash, certain components of other assets, accounts payable and accrued expenses, resident security deposits, and certain components of other liabilities approximate fair value due to the short maturity of these amounts. Our interest rate swap agreements, interest rate cap agreements, and investments in equity securities with a readily determinable fair value are recorded at fair value on a recurring basis within our condensed consolidated financial statements. The fair values of our interest rate caps and swaps, which are classified as Level 2 in the fair value hierarchy, are estimated using market values of instruments with similar attributes and maturities. See Note 8 for the details of the condensed consolidated balance sheet classification and the fair values for the interest rate caps and swaps. The fair values of our investments in equity securities with a readily determinable fair value are classified as Level 1 in the fair value hierarchy. For additional information related to our investments in equity securities as of June 30, 2023 and December 31, 2022, refer to Note 6.
Recurring Fair Value Measurements
The following table displays the carrying values and fair values of financial instruments as of June 30, 2023 and December 31, 2022:
| June 30, 2023 | December 31, 2022 | |||||||||||||||||||||||||||||||
| Carrying Value | Fair Value | Carrying Value | Fair Value | |||||||||||||||||||||||||||||
Assets carried at historical cost on the condensed consolidated balance sheets: | ||||||||||||||||||||||||||||||||
Investments in debt securities(1) | Level 2 | $ | $ | $ | $ | |||||||||||||||||||||||||||
Liabilities carried at historical cost on the condensed consolidated balance sheets: | ||||||||||||||||||||||||||||||||
Unsecured Notes — public offering(2) | Level 1 | $ | $ | $ | $ | |||||||||||||||||||||||||||
Mortgage loans(3) | Level 2 | |||||||||||||||||||||||||||||||
Unsecured Notes — private placement(4) | Level 2 | |||||||||||||||||||||||||||||||
Secured Term Loan(5) | Level 3 | |||||||||||||||||||||||||||||||
Term Loan Facilities(6) | Level 3 | |||||||||||||||||||||||||||||||
(1)The carrying values of investments in debt securities are shown net of discount.
(2)The carrying value of the Unsecured Notes — public offering includes $11,307 and $11,934 of unamortized discount and excludes $17,413 and $18,534 of deferred financing costs as of June 30, 2023 and December 31, 2022, respectively.
36
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
(unaudited)
(3)The carrying values of the mortgage loans are shown net of discount and exclude $7,310 and $7,929 of deferred financing costs as of June 30, 2023 and December 31, 2022, respectively.
(4)The carrying value of the Unsecured Notes — private placement excludes $1,263 and $1,347 of deferred financing costs as of June 30, 2023 and December 31, 2022, respectively.
(5)The carrying value of the Secured Term Loan excludes $1,723 and $1,833 of deferred financing costs as of June 30, 2023 and December 31, 2022, respectively.
(6)The carrying values of the Term Loan Facilities exclude $17,365 and $21,433 of deferred financing costs as of June 30, 2023 and December 31, 2022, respectively.
We value our Unsecured Notes — public offering using quoted market prices for each underlying issuance, a Level 1 price within the fair value hierarchy. The fair values of our investments in debt securities, Unsecured Notes — private placement, and mortgage loans, which are classified as Level 2 in the fair value hierarchy, are estimated based on market bid prices of comparable instruments at period end.
We review the fair value hierarchy classifications each reporting period. Changes in the observability of the valuation attributes may result in a reclassification of certain financial assets or liabilities. Such reclassifications are reported as transfers in and out of Level 3 at the beginning fair value for the reporting period in which the changes occur. Availability of secondary market activity and consistency of pricing from third-party sources impacts our ability to classify securities as Level 2 or Level 3.
The following table displays the significant unobservable inputs used to develop our Level 3 fair value measurements as of June 30, 2023:
Quantitative Information about Level 3 Fair Value Measurement(1) | ||||||||||||||||||||||||||||||||
| Fair Value | Valuation Technique | Unobservable Input | Rate | |||||||||||||||||||||||||||||
| Secured Term Loan | $ | Discounted Cash Flow | Effective Rate | |||||||||||||||||||||||||||||
| Term Loan Facilities | Discounted Cash Flow | Effective Rate | — | |||||||||||||||||||||||||||||
(1)Our Level 3 fair value instruments require interest only payments.
Nonrecurring Fair Value Measurements
Our assets measured at fair value on a nonrecurring basis are those assets for which we have recorded impairments.
Single-Family Residential Properties
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||||||||||||||||||
| Investments in single-family residential properties, net held for sale (Level 3): | ||||||||||||||||||||||||||||||||||||||||||||
| Pre-impairment amount | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Total impairments | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Fair value | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
We did not record any impairments for our investments in single-family residential properties, net held for use during the three and six months ended June 30, 2023 and 2022. For additional information related to our single-family residential properties as of June 30, 2023 and December 31, 2022, refer to Note 3.
37
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
(unaudited)
Note 12—Earnings per Share
Basic and diluted EPS are calculated as follows:
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||||||||||||||||||
| (in thousands, except share and per share data) | ||||||||||||||||||||||||||||||||||||||||||||
| Numerator: | ||||||||||||||||||||||||||||||||||||||||||||
| Net income available to common stockholders — basic and diluted | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Denominator: | ||||||||||||||||||||||||||||||||||||||||||||
| Weighted average common shares outstanding — basic | ||||||||||||||||||||||||||||||||||||||||||||
| Effect of dilutive securities: | ||||||||||||||||||||||||||||||||||||||||||||
| Incremental shares attributed to non-vested share-based awards | ||||||||||||||||||||||||||||||||||||||||||||
| Weighted average common shares outstanding — diluted | ||||||||||||||||||||||||||||||||||||||||||||
| Net income per common share — basic | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Net income per common share — diluted | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
Incremental shares attributed to non-vested share-based awards are excluded from the computation of diluted EPS when they are anti-dilutive. Because their inclusion would have been anti-dilutive, 206 and 31,881 incremental shares attributed to non-vested share-based awards are excluded from the denominator for the three and six months ended June 30, 2022. There were no
For the three and six months ended June 30, 2023 and 2022, vested OP Units have been excluded from the computation of EPS because all income attributable to such vested OP Units has been recorded as non-controlling interest and thus excluded from net income available to common stockholders.
The outstanding balance of the 2022 Convertible Notes was settled in January 2022. As such, they had no effect on potential dilution for the three months ended June 30, 2022. For the six months ended June 30, 2022, using the “if-converted” method, 584,966 potential shares of common stock issuable upon the conversion of the 2022 Convertible Notes are excluded from the computation of diluted EPS as they are anti-dilutive. Additionally, no adjustment to the numerator was required for interest expense related to the 2022 Convertible Notes for the three and six months ended June 30, 2023 and 2022. See Note 7 for further discussion about the 2022 Convertible Notes.
Note 13—Income Tax
We account for income taxes under the asset and liability method. For our taxable REIT subsidiaries (“TRSs”), deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. We provide a valuation allowance, from time to time, for deferred tax assets for which we do not consider realization of such assets to be more likely than not. As of June 30, 2023 and December 31, 2022, we have not recorded any deferred tax assets and liabilities or unrecognized tax benefits. We do not anticipate a significant change in unrecognized tax benefits within the next 12 months.
We have sold assets that were either subject to state and local income taxes or Section 337(d) of the Internal Revenue Code of 1986, as amended, or were held by TRSs. These transactions resulted in $16 83 and $162 of current income tax expense for the three and six months ended June 30, 2022, respectively.
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INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
(unaudited)
Note 14—Commitments and Contingencies
Lease Commitments
The following table sets forth our fixed lease payment commitments as a lessee as of June 30, 2023, for the periods below:
| Year | Operating Leases | Finance Leases | ||||||||||||
| Remainder of 2023 | $ | $ | ||||||||||||
| 2024 | ||||||||||||||
| 2025 | ||||||||||||||
| 2026 | ||||||||||||||
| 2027 | ||||||||||||||
| Thereafter | ||||||||||||||
| Total lease payments | ||||||||||||||
| Less: imputed interest | ( | ( | ||||||||||||
| Total lease liability | $ | $ | ||||||||||||
The components of lease expense for the three and six months ended June 30, 2023 and 2022 are as follows:
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||||||||||||||||||
| Operating lease cost: | ||||||||||||||||||||||||||||||||||||||||||||
| Fixed lease cost | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Variable lease cost | ||||||||||||||||||||||||||||||||||||||||||||
| Total operating lease cost | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Finance lease cost: | ||||||||||||||||||||||||||||||||||||||||||||
| Amortization of ROU assets | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Interest on lease liabilities | ||||||||||||||||||||||||||||||||||||||||||||
| Total finance lease cost | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
New-Build Commitments
We have entered into binding purchase agreements with certain homebuilders for the purchase of 2,249 homes over the next seven years . Estimated remaining commitments under these agreements total approximately $750,000 as of June 30, 2023.
Insurance Policies
Pursuant to the terms of certain of our loan agreements (see Note 7), laws and regulations of the jurisdictions in which our properties are located, and general business practices, we are required to procure insurance on our properties. As of June 30, 2023, there are no material contingent liabilities related to uninsured losses with respect to our properties except as described below.
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INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
(unaudited)
Hurricane-Related Losses
During the third and fourth quarters of 2022, Hurricanes Ian and Nicole damaged certain of our properties in Florida and the Carolinas. As of June 30, 2023, we have recorded $4,500 of receivables for the portion of the hurricane related damages we believe will be recoverable through our property and casualty insurance policies which provide coverage for wind and flood damage, as well as business interruption costs during the period of remediation and repairs, subject to specified deductibles and limits. Additionally, as of June 30, 2023, the accounts payable and accrued expenses balance in our condensed consolidated balance sheet includes a $2,500 accrual representing our estimate for expenditures required to complete repairs.
Legal Matters
We are subject to various legal proceedings and claims that arise in the ordinary course of our business as well as congressional and regulatory inquiries and engagements. We accrue a liability when we believe that it is both probable that a liability has been incurred and that we can reasonably estimate the amount of the loss. We do not believe that the final outcome of these proceedings or matters will have a material adverse effect on our condensed consolidated financial statements.
Note 15—Subsequent Events
In connection with the preparation of the accompanying condensed consolidated financial statements, we have evaluated events and transactions occurring after June 30, 2023, for potential recognition or disclosure.
Acquisition of Single-family Residential Properties
On July 18, 2023, we acquired 1,849 of a 1,864 home portfolio of single-family residential properties. The portfolio has an aggregate purchase price of approximately $645,000 , which we funded primarily with cash on hand and proceeds from a $150,000 draw on our Revolving Facility.
SOFR Conversion
Effective July 3, 2023, one of our mortgage loans, IH 2018-4, was amended to transition to a SOFR-based index from a LIBOR-based index. The related interest rate cap agreement was amended effective July 15, 2023 to transition to a SOFR-based index from a LIBOR-based index. These modifications are not expected to have a material impact on our condensed consolidated financial statements.
Dividend Declaration
On July 18, 2023, our board of directors declared a dividend of $0.26 per share to stockholders of record on August 8, 2023, which is payable on August 25, 2023.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the information appearing elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K. This discussion and analysis contains forward-looking statements based upon our current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under Part I. Item 1A. “Risk Factors” of our Annual Report on Form 10-K.
Capitalized terms used without definition have the meaning provided elsewhere in this Quarterly Report on Form 10-Q.
Overview
Invitation Homes is a leading owner and operator of single-family homes for lease, offering residents high-quality homes in sought-after neighborhoods across the United States. With over 80,000 homes for lease in 16 markets across the country as of June 30, 2023, we are meeting the needs of a growing share of Americans who prefer the ease of a leasing lifestyle over the burden of owning a home. We provide our residents access to updated homes with features they value, as well as close proximity to jobs and access to good schools. The continued demand for our product proves that the choice and flexibility we offer is attractive to many prospective residents.
We operate in markets with strong demand drivers, high barriers to entry, and high rent growth potential, primarily in the Western United States, Florida, and the Southeast United States. Through disciplined market and asset selection, as well as through strategic mergers and acquisitions, we designed our portfolio to capture the operating benefits of local density as well as economies of scale that we believe cannot be readily replicated. Since our founding in 2012, we have built a proven, vertically integrated operating platform that enables us to effectively and efficiently acquire, renovate, lease, maintain, and manage our homes.
Our homes average approximately 1,870 square feet with three bedrooms and two bathrooms, appealing to a resident base that we believe is less transitory than a typical multifamily resident. We invest in the upfront renovation of homes in our portfolio in order to address capital needs, reduce ongoing maintenance costs, and drive resident demand.
At Invitation Homes, we are committed to creating a better way to live and to being a force for positive change, while at the same time advancing efforts that make our company more innovative and our processes more sustainable. Environmental, Social, and Governance initiatives are an important part of our strategic business objectives and are critical to our long-term success.
Our mission statement, “Together with you, we make a house a home,” reflects our commitment to high-touch customer service that continuously enhances residents’ living experiences and provides homes where individuals and families can thrive. Each aspect of our operations — whether in our corporate headquarters or field offices located in our 16 markets — is driven by a resident-centric model. Our associates take our values seriously and work hard every day to honor the trust our residents have placed in us to provide clean, safe, and functional homes for them and their loved ones. In turn, we focus on ensuring that our associates are fairly compensated and that we provide a diverse, equitable, and inclusive culture where they are appreciated for who they are and what they bring to the business. We also place a strong emphasis on the impact we have in our communities and to the environment in general, and we continue to develop programs that demonstrate that commitment. In addition, we ensure that we operate under strong, well-defined governance practices and adhere to the highest ethical standards at all times.
Impact of Macroeconomic Trends
Overall unfavorable global and United States economic conditions (including inflation and rising interest rates), uncertainty in financial markets (including as a result of recent bank failures and events affecting financial institutions), ongoing geopolitical tensions, and a general decline in business activity and/or consumer confidence could adversely affect (i) our ability to acquire or dispose of single-family homes, (ii) our access to financial markets on attractive terms, or at all, and (iii) the value of our homes and our business that could cause us to recognize impairments in value of our tangible assets or goodwill. High levels of inflation and rising interest rates may also negatively impact consumer income, credit availability, and spending, among other factors, which may adversely impact our business, financial condition, cash flows, and results of
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operations, including the ability of our residents to pay rent. These factors, which include labor shortages and inflationary increases in labor and material costs, have impacted and may continue to impact certain aspects of our business. For example, we have experienced and continue to expect higher levels of bad debt expense compared to pre-COVID averages, as it continues to take longer to address residents who are not current with their rent.
For further discussion of risks related to general economic conditions, see Part I. Item 1A. “Risk Factors — Risks Related to Our Business and Industry — Our operating results are subject to general economic conditions and risks associated with our real estate assets” of our Annual Report on Form 10-K.
Climate Change
Climate change continues to attract considerable public, political, and scientific attention. Experiencing or addressing the various physical, regulatory, and adaptation/transition risks of climate change may affect our profitability. Government authorities, including the SEC, and various interest groups are promoting laws and regulations relating to climate change, including regulations aimed at drastically increasing reporting and governance related to climate change as well as focused on limiting greenhouse gas emissions and the implementation of “green” building codes. These laws and regulations may require us to make costly improvements to our existing properties beyond our current plans to decrease the impact of our homes on the environment, resulting in increased operating costs. The ongoing transition to non-carbon energy sources also presents certain risks for us and our residents, including macroeconomic risks related to rising energy and water expenses, shortages, and use restrictions. Implementation of any voluntary improvements requires consideration of multiple factors, including whether such elections would raise our costs to maintain our homes. Alternatively, choosing not to enhance our homes’ resource efficiency could make our portfolio less attractive to residents and investors. We may also incur additional expenses as a result of regulations requiring additional detailed climate-related disclosures, including regarding greenhouse gas emissions.
We recognize that climate change could have a significant impact on our portfolio of homes located in a variety of United States markets and that an increase in the number of acute weather events, natural disasters, and other climate-related events could significantly impact our business, operations, and homes. We actively consider physical risks such as the potential for natural disasters such as hurricanes, floods, droughts, and wildfires when assessing our portfolio of homes and our business processes. We take a proactive approach to protect our properties against potential risks related to climate change and business interruptions, and we recognize that we must continue to adapt our policies, objectives, and processes to prepare for such events and improve the resiliency of our physical properties and our business.
Our management and the Board of Directors are focused on managing our business risks, including climate change-related risks. The process to identify, manage, and integrate climate-change risk is part of our enterprise risk management program. For more information on risks related to climate change, see Part I. Item 1A. “Risk Factors — Risks Related to Environmental, Social, and Governance Issues — Climate change and related environmental issues, related legislative and regulatory responses to climate change, and the transition to a lower-carbon economy may adversely affect our business, — We are subject to risks from natural disasters such as earthquakes, wildfires, and severe weather, and — We are subject to increasing scrutiny from investors and others regarding our environmental, social, governance, or sustainability responsibilities, which could result in additional costs or risks and adversely impact our reputation, associate retention, and ability to raise capital from such investors” of our Annual Report on Form 10-K.
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Other Matters
In 2021 and 2022, we received congressional inquiries requesting information and documentation about our eviction practices during the COVID-19 pandemic, including information relating to compliance with federal eviction moratorium requirements, cooperation with impacted residents to use federal assistance funds as an alternative to eviction, and our activities in the housing market. We have responded to and have cooperated with these inquiries and information requests.
In August 2021, we received a letter from the staff of the Federal Trade Commission requesting information as to how we conduct our business generally and during the COVID-19 pandemic specifically. We are in the process of responding to and cooperating with this request.
In January 2023, we received an inquiry from the staff of the SEC requesting information relating to our compliance with building codes and permitting requirements, related policies and procedures, and other matters. We are in the process of responding to and cooperating with this request.
We cannot currently predict the timing, outcome, or scope of the ongoing inquiries.
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Our Portfolio
The following table provides summary information regarding our total and Same Store portfolios as of and for the three months ended June 30, 2023 as noted below:
| 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 | 7,684 | 96.7% | $2,935 | $1.73 | 11.3 | % | |||||||||||||||||||||||||||||
Northern California | 4,386 | 97.0% | 2,624 | 1.67 | 6.1 | % | |||||||||||||||||||||||||||||
Seattle | 4,060 | 97.9% | 2,760 | 1.43 | 6.0 | % | |||||||||||||||||||||||||||||
Phoenix | 8,889 | 97.5% | 1,965 | 1.17 | 9.5 | % | |||||||||||||||||||||||||||||
Las Vegas | 3,167 | 96.1% | 2,146 | 1.09 | 3.6 | % | |||||||||||||||||||||||||||||
Denver | 2,615 | 97.4% | 2,451 | 1.33 | 3.5 | % | |||||||||||||||||||||||||||||
Western United States Subtotal | 30,801 | 97.1% | 2,465 | 1.41 | 40.0 | % | |||||||||||||||||||||||||||||
Florida: | |||||||||||||||||||||||||||||||||||
South Florida | 8,386 | 97.4% | 2,834 | 1.52 | 12.5 | % | |||||||||||||||||||||||||||||
Tampa | 8,695 | 96.9% | 2,184 | 1.17 | 10.2 | % | |||||||||||||||||||||||||||||
Orlando | 6,536 | 97.2% | 2,131 | 1.14 | 7.5 | % | |||||||||||||||||||||||||||||
Jacksonville | 1,928 | 97.1% | 2,104 | 1.06 | 2.2 | % | |||||||||||||||||||||||||||||
Florida Subtotal | 25,545 | 97.2% | 2,379 | 1.27 | 32.4 | % | |||||||||||||||||||||||||||||
Southeast United States: | |||||||||||||||||||||||||||||||||||
Atlanta | 12,619 | 96.3% | 1,925 | 0.93 | 12.6 | % | |||||||||||||||||||||||||||||
Carolinas | 5,348 | 97.5% | 1,957 | 0.92 | 5.5 | % | |||||||||||||||||||||||||||||
Southeast United States Subtotal | 17,967 | 96.6% | 1,935 | 0.93 | 18.1 | % | |||||||||||||||||||||||||||||
Texas: | |||||||||||||||||||||||||||||||||||
Houston | 2,075 | 96.1% | 1,814 | 0.93 | 2.0 | % | |||||||||||||||||||||||||||||
Dallas | 2,849 | 96.0% | 2,159 | 1.05 | 3.3 | % | |||||||||||||||||||||||||||||
Texas Subtotal | 4,924 | 96.0% | 2,013 | 1.00 | 5.3 | % | |||||||||||||||||||||||||||||
Midwest United States: | |||||||||||||||||||||||||||||||||||
Chicago | 2,508 | 97.6% | 2,269 | 1.41 | 2.9 | % | |||||||||||||||||||||||||||||
Minneapolis | 1,092 | 96.7% | 2,226 | 1.13 | 1.3 | % | |||||||||||||||||||||||||||||
Midwest United States Subtotal | 3,600 | 97.3% | 2,256 | 1.32 | 4.2 | % | |||||||||||||||||||||||||||||
Total / Average | 82,837 | 97.0% | $2,288 | $1.22 | 100.0 | % | |||||||||||||||||||||||||||||
Same Store Total / Average | 76,593 | 97.6% | $2,285 | $1.22 | 92.7 | % | |||||||||||||||||||||||||||||
(1)As of June 30, 2023.
(2)Represents average occupancy for the three months ended June 30, 2023.
(3)Represents average monthly rent for the three months ended June 30, 2023.
(4)Represents the percentage of rental revenues and other property income generated in each market for the three months ended June 30, 2023.
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Factors That Affect Our Results of Operations and Financial Condition
Our results of operations and financial condition are affected by numerous factors, many of which are beyond our control. See Part I. Item 1A. “Risk Factors” of our Annual Report on Form 10-K for more information regarding factors that could materially adversely affect our results of operations and financial condition. Key factors that impact our results of operations and financial condition include market fundamentals, rental rates and occupancy levels, collection rates, turnover rates and days to re-resident homes, property improvements and maintenance, property acquisitions and renovations, and financing arrangements. Sensitivity to many of these factors has been heightened as a result of current macroeconomic conditions, including rapidly accelerating economic inflation and increasing interest rates.
Market Fundamentals: Our results are impacted by housing market fundamentals and supply and demand conditions in our markets, particularly in the Western United States and Florida, which represented 72.4% of our rental revenues and other property income during the three months ended June 30, 2023. We actively monitor the impact of macroeconomic conditions on market fundamentals and quickly implement changes in pricing as market fundamentals shift.
Rental Rates and Occupancy Levels: Rental rates and occupancy levels are primary drivers of rental revenues and other property income. Our rental rates and occupancy levels are affected by macroeconomic factors and local and property-level factors, including market conditions, seasonality, resident defaults, and the amount of time it takes to prepare a home for its next resident and re-lease homes when residents vacate. An important driver of rental rate growth is our ability to increase monthly rents from expiring leases, which typically have a term of one to two years.
Collection Rates: Our rental revenues and other property income are impacted by the rate at which we collect such revenues from our residents. Despite our efforts to assist residents facing financial hardships who need flexibility to fulfill their lease obligations, a portion of amounts receivable may not ultimately be collected. We may also be constrained in our ability to collect resident receivables due to local ordinances restricting residential lease compliance options. Any amounts billed to residents that have been deemed uncollectible along with our estimate of amounts that may ultimately be uncollectible decrease our rental revenues and other property income.
Turnover Rates and Days to Re-Resident: Other drivers of rental revenues and property operating and maintenance expense include the length of stay of our residents, resident turnover rates, and the number of days a home is unoccupied between residents. Our operating results are also impacted by the amount of time it takes to market and lease a property, which is a component of the number of days a home is unoccupied between residents. The period of time to market and lease a property can vary greatly and is impacted by local demand, our marketing techniques, the size of our available inventory, the ability of our suppliers and other business partners to carry out their assigned tasks and/or source labor or supply materials at ordinary levels of performance relative to the conduct of our business, and both current economic conditions and future economic outlook, including the impact of rising inflation and interest rates which could adversely affect demand for our properties.
Property Improvements and Maintenance: Property improvements and maintenance impact capital expenditures, property operating and maintenance expense, and rental revenues. We actively manage our homes on a total portfolio basis to determine what capital and maintenance needs may be required and what opportunities we may have to generate additional revenues or expense savings from such expenditures. As a result of current inflationary trends, we have experienced, and expect to continue to incur, increased costs for certain materials and services necessary to improve and maintain our homes. We continue to actively manage the impact of inflation on these costs, and we believe we are able to purchase goods and services at favorable prices compared to other purchasers due to our size and scale both nationally and locally.
Property Acquisitions and Renovations: Future growth in rental revenues and other property income may be impacted by our ability to identify and acquire homes, our pace of property acquisitions, and the time and cost required to renovate and lease a newly acquired home. Our ability to identify and acquire single-family homes that meet our investment criteria is impacted by home prices in targeted acquisition locations, the inventory of homes available for sale through our acquisition channels, and competition for our target assets. All of these factors may be negatively impacted by current inflationary trends and rising interest rates, potentially reducing the number of homes we acquire.
The acquisition of homes involves expenditures in addition to payment of the purchase price, including payments for acquisition fees, property inspections, closing costs, title insurance, transfer taxes, recording fees, broker commissions, property taxes, and HOA fees (when applicable). Additionally, we typically incur costs to renovate a home to prepare it for rental. The scope of renovation work varies, but may include paint, flooring, carpeting, cabinetry, appliances, plumbing hardware, roof replacement, HVAC replacement, and other items required to prepare the home for rental. The time and cost involved in accessing our homes and preparing them for rental can significantly impact our financial performance. The time
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to renovate a newly acquired property can vary significantly among homes for several reasons, including the property’s acquisition channel, the condition of the property, whether the property was vacant when acquired, and whether there are any state or local restrictions on our ability to complete renovations as an essential business function. Additionally, the ability of our suppliers and other business partners to carry out their assigned tasks and/or source labor or supply materials at ordinary levels of performance relative to the conduct of our business have increased the time required to renovate our homes. As a result of current inflationary trends, we have experienced, and expect to continue to incur, increased costs for certain materials and services necessary to renovate our homes. We continue to actively manage the impact of inflation on the cost of renovations, and we believe we are able to purchase goods and services at favorable prices compared to other purchasers due to our size and scale both nationally and locally.
Financing Arrangements: Financing arrangements directly impact our interest expense, our various debt instruments, and our ability to acquire and renovate homes. We have historically utilized indebtedness to fund the acquisition and renovation of new homes. Our current financing arrangements contain financial covenants and other terms and conditions, including variable interest rates in some cases, that are impacted by market conditions. Current macroeconomic conditions may continue to negatively affect volatility, availability of funds, and transaction costs (including interest rates) within financial markets. These factors may also negatively affect our ability to access financial markets as well as our business, results of operations, and financial condition. See Part I. Item 3. “Quantitative and Qualitative Disclosures about Market Risk” of our Annual Report on Form 10-K for further discussion regarding interest rate risk. Our future financing arrangements may not have similar terms with respect to amounts, interest rates, financial covenants, and durations.
Components of Revenues and Expenses
The following is a description of the components of our revenues and expenses.
Revenues
Rental Revenues and Other Property Income
Rental revenues, net of any concessions and bad debt (including write-offs, credit reserves, and uncollectible amounts), consist of rents collected under lease agreements related to our single-family homes for lease. We enter into leases directly with our residents, and the leases typically have a term of one to two years.
Other property income is comprised of: (i) resident reimbursements for utilities, HOA fines, and other charge-backs; (ii) rent and non-refundable deposits associated with pets; (iii) revenues from ancillary services such as smart homes and HVAC replacement filters; and (iv) various other fees, including late fees and lease termination fees, among others.
Management Fee Revenues
Management fee revenues consist of asset and property management fees from our unconsolidated joint ventures.
Expenses
Property Operating and Maintenance
Once a property is available for its initial lease, which we refer to as “rent-ready,” we incur ongoing property-related expenses, which consist primarily of property taxes, insurance, HOA fees (when applicable), market-level personnel expenses, utility expenses, repairs and maintenance, and property administration. Prior to a property being “rent-ready,” certain of these expenses are capitalized as building and improvements. Once a property is “rent-ready,” expenditures for ordinary repairs and maintenance thereafter are expensed as incurred, and we capitalize expenditures that improve or extend the life of a home.
Property Management Expense
Property management expense represents personnel and other costs associated with the oversight and management of our portfolio of homes, including those within our unconsolidated joint ventures. All of our homes are managed through our internal property manager.
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General and Administrative
General and administrative expense represents personnel costs, professional fees, and other costs associated with our day-to-day activities. General and administrative expense may also include expenses that are of a non-recurring nature, such as severance.
Share-Based Compensation Expense
We issue share-based awards to align the interests of our associates with those of our investors, and all share-based compensation expense is recognized in our condensed consolidated statements of operations as components of general and administrative expense and property management expense.
Interest Expense
Interest expense includes interest payable on our debt instruments, payments and receipts related to our interest rate swap agreements, amortization of discounts and deferred financing costs, unrealized gains (losses) on non-designated hedging instruments, and non-cash interest expense related to our interest rate swap agreements.
Depreciation and Amortization
We recognize depreciation and amortization expense associated with our homes and other capital expenditures over the expected useful lives of the assets.
Impairment and Other
Impairment and other represents provisions for impairment when the carrying amount of our single-family residential properties is not recoverable and casualty (gains) losses, net of any insurance recoveries.
Gains (Losses) on Investments in Equity Securities, net
Gains (losses) on investments in equity securities, net includes unrealized gains and losses resulting from mark to market adjustments and realized gains and losses recognized upon the sale of such securities.
Other, net
Other, net includes interest income and other miscellaneous income and expenses.
Gain on Sale of Property, net of tax
Gain on sale of property, net of tax consists of net gains and losses resulting from sales of our homes.
Income (Loss) from Investments in Unconsolidated Joint Ventures
Income (loss) from investments in unconsolidated joint ventures consists of our share of net earnings and losses from investments in unconsolidated joint ventures accounted for using the equity method.
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Results of Operations
Portfolio Information
As of June 30, 2023 and 2022, we owned 82,837 and 83,093 single-family rental homes, respectively, in our total portfolio. During the three months ended June 30, 2023 and 2022, we acquired 188 and 511 homes, respectively, and sold 361 and 176 homes, respectively. During the three months ended June 30, 2023 and 2022, we owned an average of 82,925 and 82,877 single-family rental homes, respectively. During the six months ended June 30, 2023 and 2022, we acquired 369 and 1,029 homes, respectively, and sold 645 and 317 homes, respectively. During the six months ended June 30, 2023 and 2022, we owned an average of 82,994 and 82,726 single-family rental homes, respectively.
We believe presenting information about the portion of our total portfolio that has been fully operational for the entirety of both a given reporting period and its prior year comparison period provides investors with meaningful information about the performance of our comparable homes across periods and about trends in our organic business. To do so, we provide information regarding the performance of our Same Store portfolio.
As of June 30, 2023, our Same Store portfolio consisted of 76,593 single-family rental homes.
Three Months Ended June 30, 2023 Compared to Three Months Ended June 30, 2022
The following table sets forth a comparison of the results of operations for the three months ended June 30, 2023 and 2022:
For the Three Months Ended June 30, | |||||||||||||||||||||||||||||
| ($ in thousands) | 2023 | 2022 | $ Change | % Change | |||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||
| Rental revenues and other property income | $ | 596,924 | $ | 554,541 | $ | 42,383 | 7.6 | % | |||||||||||||||||||||
| Management fee revenues | 3,448 | 2,759 | 689 | 25.0 | % | ||||||||||||||||||||||||
| Total revenues | 600,372 | 557,300 | 43,072 | 7.7 | % | ||||||||||||||||||||||||
| Expenses: | |||||||||||||||||||||||||||||
| Property operating and maintenance | 213,808 | 190,680 | 23,128 | 12.1 | % | ||||||||||||||||||||||||
| Property management expense | 23,580 | 21,814 | 1,766 | 8.1 | % | ||||||||||||||||||||||||
| General and administrative | 19,791 | 19,342 | 449 | 2.3 | % | ||||||||||||||||||||||||
| Interest expense | 78,625 | 74,840 | 3,785 | 5.1 | % | ||||||||||||||||||||||||
| Depreciation and amortization | 165,759 | 158,572 | 7,187 | 4.5 | % | ||||||||||||||||||||||||
| Impairment and other | 1,868 | 1,355 | 513 | 37.9 | % | ||||||||||||||||||||||||
| Total expenses | 503,431 | 466,603 | 36,828 | 7.9 | % | ||||||||||||||||||||||||
| Gains (losses) on investments in equity securities, net | 524 | (172) | 696 | 404.7 | % | ||||||||||||||||||||||||
| Other, net | (3,941) | (3,827) | (114) | (3.0) | % | ||||||||||||||||||||||||
| Gain on sale of property, net of tax | 46,788 | 27,508 | 19,280 | 70.1 | % | ||||||||||||||||||||||||
| Losses from investments in unconsolidated joint ventures | (2,030) | (2,701) | 671 | 24.8 | % | ||||||||||||||||||||||||
| Net income | $ | 138,282 | $ | 111,505 | $ | 26,777 | 24.0 | % | |||||||||||||||||||||
Revenues
For the three months ended June 30, 2023 and 2022, total revenues were $600.4 million and $557.3 million, respectively. Set forth below is a discussion of changes in the individual components of total revenues.
For the three months ended June 30, 2023 and 2022, total portfolio rental revenues and other property income totaled $596.9 million and $554.5 million, respectively, an increase of 7.6%, driven by an increase in average monthly rent per occupied home and an 80 bps increase in occupancy.
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Average occupancy for the three months ended June 30, 2023 and 2022 for the total portfolio was 97.0% and 96.2%, respectively. Average monthly rent per occupied home for the total portfolio for the three months ended June 30, 2023 and 2022 was $2,288 and $2,132, respectively, a 7.3% increase. For our Same Store portfolio, average occupancy was 97.6% and 98.0% for the three months ended June 30, 2023 and 2022, respectively, and average monthly rent per occupied home for the three months ended June 30, 2023 and 2022 was $2,285 and $2,127, respectively, a 7.4% increase.
The annualized turnover rate for the Same Store portfolio for the three months ended June 30, 2023 and 2022 was 26.5% and 23.6%, respectively. For the Same Store portfolio, an average home remained unoccupied for 33 and 32 days between residents for the three months ended June 30, 2023 and 2022, respectively. The increase in annualized turnover rate and days to re-resident resulted in an overall decrease in average occupancy on a year over year basis.
To monitor prospective changes in average monthly rent per occupied home, we compare the monthly rent from an expiring lease to the monthly rent from the next lease for the same home, in each case, net of any amortized non-service concessions, to calculate net effective rental rate growth. Leases are either renewal leases, where our current resident stays for a subsequent lease term, or new leases, where our previous resident moves out and a new resident signs a lease to occupy the same home.
Renewal lease net effective rental rate growth for the total portfolio averaged 6.8% and 10.2% for the three months ended June 30, 2023 and 2022, respectively, and new lease net effective rental rate growth for the total portfolio averaged 6.8% and 16.3% for the three months ended June 30, 2023 and 2022, respectively. For our Same Store portfolio, renewal lease net effective rental rate growth averaged 6.9% and 10.2% for the three months ended June 30, 2023 and 2022, respectively, and new lease net effective rental rate growth averaged 7.3% and 16.2% for the three months ended June 30, 2023 and 2022, respectively.
Other property income for the three months ended June 30, 2023 increased compared to June 30, 2022, primarily due to enhanced ancillary revenue programs and increased utility billbacks as new leases are entered into, among other things.
For the three months ended June 30, 2023 and 2022, management fee revenues totaled $3.4 million and $2.8 million, respectively. These fees increased as a result of an increase in the number of homes generating revenues within our joint venture investments.
Expenses
For the three months ended June 30, 2023 and 2022, total expenses were $503.4 million and $466.6 million, respectively. Set forth below is a discussion of changes in the individual components of total expenses.
For the three months ended June 30, 2023, property operating and maintenance expense increased to $213.8 million from $190.7 million for the three months ended June 30, 2022. The increase in property operating and maintenance expense was due to increases in property taxes, utilities, turnover expense, and property administrative costs resulting in the overall 12.1% net increase in property operating and maintenance expense.
Property management expense and general and administrative expense increased to $43.4 million from $41.2 million for the three months ended June 30, 2023 and 2022, respectively primarily due to increased personnel costs related to property management.
Interest expense increased to $78.6 million for the three months ended June 30, 2023 from $74.8 million for the three months ended June 30, 2022. The increase in interest expense was primarily due to a 7 bps increase in our weighted average interest rate at each period end and a $2.0 million reduction in capitalized interest during the three months ended June 30, 2023 compared to the three months ended June 30, 2022.
Depreciation and amortization expense increased to $165.8 million for the three months ended June 30, 2023 from $158.6 million for the three months ended June 30, 2022 due to an increase in cumulative capital expenditures during the three months ended June 30, 2023 compared to the three months ended June 30, 2022.
Impairment and other expenses were $1.9 million and $1.4 million for the three months ended June 30, 2023 and 2022, respectively. During the three months ended June 30, 2023, impairment and other expenses were comprised of $1.8 million of net casualty losses and $0.1 million of impairment losses on our single-family residential properties. During the three months ended June 30, 2022, impairment and other expenses were comprised primarily of net casualty losses.
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Gains (Losses) on Investments in Equity Securities, net
For the three months ended June 30, 2023 and 2022, gains (losses) on investments in equity securities, net was comprised of net unrealized gains (losses) from marking investments still held at period end to market.
Other, net
Other, net was $3.9 million for the three months ended June 30, 2023 was comparable to $3.8 million for the three months ended June 30, 2022.
Gain on Sale of Property, net of tax
Gain on sale of property, net of tax was $46.8 million and $27.5 million for the three months ended June 30, 2023 and 2022, respectively. An increase in the number of homes sold from 176 for the three months ended June 30, 2022 to 361 for the three months ended June 30, 2023 was the primary driver of the increase.
Losses from Investments in Unconsolidated Joint Ventures
Our share of equity in earnings and/or losses from unconsolidated joint ventures was a net loss of $2.0 million and $2.7 million for the three months ended June 30, 2023 and 2022, respectively. The decrease in loss is primarily driven by increased operating profits due to an increase in the number of homes within our joint venture investments between periods.
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Six Months Ended June 30, 2023 Compared to Six Months Ended June 30, 2022
The following table sets forth a comparison of the results of operations for the six months ended June 30, 2023 and 2022:
For the Six Months Ended June 30, | |||||||||||||||||||||||||||||
| ($ in thousands) | 2023 | 2022 | $ Change | % Change | |||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||
| Rental revenues and other property income | $ | 1,183,439 | $ | 1,084,740 | $ | 98,699 | 9.1 | % | |||||||||||||||||||||
| Management fee revenues | 6,823 | 4,870 | 1,953 | 40.1 | % | ||||||||||||||||||||||||
| Total revenues | 1,190,262 | 1,089,610 | 100,652 | 9.2 | % | ||||||||||||||||||||||||
| Expenses: | |||||||||||||||||||||||||||||
| Property operating and maintenance | 422,305 | 372,949 | 49,356 | 13.2 | % | ||||||||||||||||||||||||
| Property management expense | 47,164 | 42,781 | 4,383 | 10.2 | % | ||||||||||||||||||||||||
| General and administrative | 37,243 | 36,981 | 262 | 0.7 | % | ||||||||||||||||||||||||
| Interest expense | 156,672 | 149,229 | 7,443 | 5.0 | % | ||||||||||||||||||||||||
| Depreciation and amortization | 330,432 | 314,368 | 16,064 | 5.1 | % | ||||||||||||||||||||||||
| Impairment and other | 3,031 | 2,870 | 161 | 5.6 | % | ||||||||||||||||||||||||
| Total expenses | 996,847 | 919,178 | 77,669 | 8.4 | % | ||||||||||||||||||||||||
| Gains (losses) on investments in equity securities, net | 612 | (3,204) | 3,816 | 119.1 | % | ||||||||||||||||||||||||
| Other, net | (5,435) | (3,233) | (2,202) | (68.1) | % | ||||||||||||||||||||||||
| Gain on sale of property, net of tax | 76,459 | 45,534 | 30,925 | 67.9 | % | ||||||||||||||||||||||||
| Losses from investments in unconsolidated joint ventures | (6,185) | (5,021) | (1,164) | (23.2) | % | ||||||||||||||||||||||||
| Net income | $ | 258,866 | $ | 204,508 | $ | 54,358 | 26.6 | % | |||||||||||||||||||||
Revenues
For the six months ended June 30, 2023 and 2022, total revenues were $1,190.3 million and $1,089.6 million, respectively. Set forth below is a discussion of changes in the individual components of total revenues.
For the six months ended June 30, 2023 and 2022, total portfolio rental revenues and other property income totaled $1,183.4 million and $1,084.7 million, respectively, an increase of 9.1%, driven by an increase in average monthly rent per occupied home, a 110 bps increase in occupancy, and a 268 home increase between periods in the average number of homes owned.
Average occupancy for the six months ended June 30, 2023 and 2022 for the total portfolio was 97.1% and 96.0%, respectively. Average monthly rent per occupied home for the total portfolio for the six months ended June 30, 2023 and 2022 was $2,274 and $2,105, respectively, an 8.0% increase. For our Same Store portfolio, average occupancy was 97.7% and 98.1% for the six months ended June 30, 2023 and 2022, respectively, and average monthly rent per occupied home for the six months ended June 30, 2023 and 2022 was $2,269 and $2,102, respectively, an 7.9% increase.
The annualized turnover rate for the Same Store portfolio for the six months ended June 30, 2023 and 2022 was 23.4% and 21.2%, respectively. For the Same Store portfolio, a home remained unoccupied on average for 36 and 34 days between residents for the six months ended June 30, 2023 and 2022, respectively. The increases in annualized turnover and days to re-resident resulted in an overall decrease in average occupancy on a year over year basis.
To monitor prospective changes in average monthly rent per occupied home, we compare the monthly rent from an expiring lease to the monthly rent from the next lease for the same home, in each case, net of any amortized non-service concessions, to calculate net effective rental rate growth. Leases are either renewal leases, where our current resident stays for a subsequent lease term, or new leases, where our previous resident moves out and a new resident signs a lease to occupy the same home.
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Renewal lease net effective rental rate growth for the total portfolio averaged 7.3% and 9.9% for the six months ended June 30, 2023 and 2022, respectively, and new lease net effective rental rate growth for the total portfolio averaged 6.1% and 15.6% for the six months ended June 30, 2023 and 2022, respectively. For our Same Store portfolio, renewal lease net effective rental rate growth averaged 7.4% and 9.9% for the six months ended June 30, 2023 and 2022, respectively, and new lease net effective rental rate growth averaged 6.5% and 15.5% for the six months ended June 30, 2023 and 2022, respectively.
Other property income for the six months ended June 30, 2023 increased compared to June 30, 2022, primarily due to enhanced ancillary revenue programs and increased utility bill backs as new leases are entered into, among other things.
For the six months ended June 30, 2023 and 2022, management fee revenues totaled $6.8 million and $4.9 million, respectively. These fees increased as a result of an increase in the number of homes generating revenues within our joint venture investments.
Expenses
For the six months ended June 30, 2023 and 2022, total expenses were $996.8 million and $919.2 million, respectively. Set forth below is a discussion of changes in the individual components of total expenses.
For the six months ended June 30, 2023, property operating and maintenance expense increased to $422.3 million from $372.9 million for the six months ended June 30, 2022. In addition to a 268 home increase between periods in the average number of homes owned, increases in property taxes, utilities, turnover expense, and property administrative costs resulted in the overall 13.2% net increase in property operating and maintenance expense.
Property management expense and general and administrative expense increased to $84.4 million from $79.8 million for the six months ended June 30, 2023 and 2022, respectively, primarily due to increased personnel costs related to property management.
Interest expense increased to $156.7 million for the six months ended June 30, 2023 from $149.2 million for the six months ended June 30, 2022. The increase in interest expense was primarily due to a 7 bps increase in our weighted average interest rate at each period end and a $2.6 million reduction in capitalized interest during the six months ended June 30, 2023 compared to the six months ended June 30, 2022.
Depreciation and amortization expense increased to $330.4 million for the six months ended June 30, 2023 from $314.4 million for the six months ended June 30, 2022 due to an increase in cumulative capital expenditures and an increase in the average number of homes owned during the six months ended June 30, 2023 compared to the six months ended June 30, 2022.
Impairment and other expenses were $3.0 million and $2.9 million for the six months ended June 30, 2023 and 2022, respectively. During the six months ended June 30, 2023, impairment and other expenses were comprised of $2.7 million of net casualty losses and $0.3 million of impairment losses on our single-family residential properties. During the six months ended June 30, 2022, impairment and other expenses were comprised of net casualty losses of $2.7 million and impairment losses of $0.1 million on our single-family residential properties.
Gains (losses) on Investments in Equity Securities, net
For the six months ended June 30, 2023, gain on investments in equity securities, net of $0.6 million was comprised of net unrealized gains recognized since December 31, 2022 on investments held as of June 30, 2023. For the six months ended June 30, 2022, losses on investments in equity securities, net of $3.2 million was comprised of $6.5 million of unrealized losses from reversals of previously recorded unrealized gains on equity securities sold during the period and marking investments still held at period end to market, partially offset by a $3.3 million gain from the sale of equity securities compared to the actual amount originally invested.
Other, net
Other, net increased to $5.4 million for the six months ended June 30, 2023 from $3.2 million for the six months ended June 30, 2022, primarily due to increases in administrative costs between those periods, partially offset by an increase in interest income on cash balances.
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Gain on Sale of Property, net of tax
Gain on sale of property, net of tax was $76.5 million and $45.5 million for the six months ended June 30, 2023 and 2022, respectively. An increase in the number of homes sold from 317 for the six months ended June 30, 2022 to 645 for the six months ended June 30, 2023 was the primary driver of the increase.
Losses from Investments in Unconsolidated Joint Ventures
Our share of equity in earnings and/or losses from unconsolidated joint ventures was a net loss of $6.2 million and $5.0 million for the six months ended June 30, 2023 and 2022, respectively. The increase in loss is primarily driven by $2.5 million of non-cash decreases in the fair value of underlying derivative instruments for certain of the joint ventures during the six months ended June 30, 2023, partially offset by increased operating profits due to an increase in the number of homes within our joint venture investments.
Liquidity and Capital Resources
Our liquidity and capital resources as of June 30, 2023 and December 31, 2022 include unrestricted cash and cash equivalents of $414.3 million and $262.9 million, respectively, a 57.6% increase primarily due to cash flows from operations that exceeded investing and financing costs during the six months ended June 30, 2023.
As of June 30, 2023, our $1,000.0 million revolving facility (the “Revolving Facility”) remains undrawn, and there are no restrictions on our ability to draw funds thereunder provided we remain in compliance with all covenants. We have no debt reaching final maturity until January 2026, provided all extension options are exercised.
Acquisition of Single-family Residential Properties
On July 18, 2023, we acquired 1,849 of a 1,864 home portfolio of single-family residential properties. The portfolio has an aggregate purchase price of approximately $645.0 million, which we funded primarily with cash on hand and proceeds from a $150.0 million draw on our Revolving Facility.
SOFR Transition
On April 18, 2023, we amended the 2020 Term Loan and Revolving Facilities (the “Credit Facility”) to convert the applicable interest rate from a London Interbank Offered Rate-based (“LIBOR”) index to a Secured Overnight Financing Rate-based (“SOFR”) index and converted the variable rate on our interest rate swap agreements from a LIBOR-based index to a SOFR-based index.
Effective July 3, 2023, one of our mortgage loans, IH 2018-4, was amended to transition to a SOFR-based index from a LIBOR-based index. The related interest rate cap agreement was amended effective July 15, 2023 to transition to a SOFR-based index from a LIBOR-based index. These modifications are not expected to have a material impact on our condensed consolidated financial statements.
These transactions complete the conversion of all LIBOR-based agreements to SOFR.
Other
Our ability to access capital as well as to use cash from operations to continue to meet our liquidity needs, all of which are highly uncertain and cannot be predicted, could be affected by various risks and uncertainties, including, but not limited to, the effects of general economic conditions, including rising inflation and interest rates, as detailed in Part I. Item 1A. “Risk Factors” of our Annual Report on Form 10-K.
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Long-Term Debt Strategy
The following table summarizes certain information about our debt obligations as of June 30, 2023 ($ in thousands):
Debt Instruments(1) | Balance (Gross of Retained Certificates and Unamortized Discounts) | Balance (Net of Retained Certificates) | Weighted Average Interest Rate(2) | Weighted Average Years to Maturity(3) | Amount Freely Prepayable (Gross) | |||||||||||||||||||||||||||
| Secured: | ||||||||||||||||||||||||||||||||
IH 2017-1(4) | $ | 992,994 | $ | 937,495 | 4.23% | 3.9 | $ | — | ||||||||||||||||||||||||
IH 2018-4(5) | 652,229 | 619,499 | L + 123 bps | 2.5 | 652,229 | |||||||||||||||||||||||||||
Secured Term Loan(6) | 403,129 | 403,129 | 3.59% | 7.9 | — | |||||||||||||||||||||||||||
Total secured(7) | 2,048,352 | $ | 1,960,123 | 4.08% | 4.3 | 652,229 | ||||||||||||||||||||||||||
| Unsecured: | ||||||||||||||||||||||||||||||||
2020 Term Loan Facility(8) | $ | 2,500,000 | S + 100 bps | 2.6 | $ | 2,500,000 | ||||||||||||||||||||||||||
2022 Term Loan Facility(8) | 725,000 | S + 124 bps | 6.0 | — | ||||||||||||||||||||||||||||
Revolving Facility(8) | — | S + 89 bps | 2.6 | — | ||||||||||||||||||||||||||||
Unsecured Notes — May 2028 | 150,000 | 2.46% | 4.9 | — | ||||||||||||||||||||||||||||
Unsecured Notes — November 2028 | 600,000 | 2.30% | 5.4 | — | ||||||||||||||||||||||||||||
Unsecured Notes — August 2031 | 650,000 | 2.00% | 8.1 | — | ||||||||||||||||||||||||||||
| Unsecured Notes — April 2032 | 600,000 | 4.15% | 8.8 | — | ||||||||||||||||||||||||||||
Unsecured Notes — January 2034 | 400,000 | 2.70% | 10.6 | — | ||||||||||||||||||||||||||||
Unsecured Notes — May 2036 | 150,000 | 3.18% | 12.9 | — | ||||||||||||||||||||||||||||
Total unsecured(7) | 5,775,000 | 3.49% | 5.5 | 2,500,000 | ||||||||||||||||||||||||||||
Total debt(7) | 7,823,352 | 3.65% | 5.2 | $ | 3,152,229 | |||||||||||||||||||||||||||
| Unamortized discounts | (12,715) | |||||||||||||||||||||||||||||||
| Deferred financing costs, net | (45,074) | |||||||||||||||||||||||||||||||
| Total debt per balance sheet | 7,765,563 | |||||||||||||||||||||||||||||||
| Retained certificates | (88,229) | |||||||||||||||||||||||||||||||
| Cash and restricted cash, excluding security deposits and letters of credit | (439,306) | |||||||||||||||||||||||||||||||
| Deferred financing costs, net | 45,074 | |||||||||||||||||||||||||||||||
| Unamortized discounts | 12,715 | |||||||||||||||||||||||||||||||
| Net debt | $ | 7,295,817 | ||||||||||||||||||||||||||||||
(1)For detailed information about and definition of each of our financing arrangements see Part I. Item 1. “Financial Statements — Note 7 of Notes to Condensed Consolidated Financial Statements.” For information about our derivative instruments that hedge floating rate debt, see Part I. Item 1. “Financial Statements — Note 8 of Notes to Condensed Consolidated Financial Statements.”
(2)Variable interest rate loans are either LIBOR-based (“L” in the table above) or SOFR-based, including any adjustments provided for in the terms of the underlying agreement (“Adjusted SOFR”), reflected as “S” in the table above.
(3)Weighted average years to maturity assumes all extension options are exercised, which are subject to certain conditions being met.
(4)IH 2017-1 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.
(5)Interest rate is based on the weighted average spread over LIBOR, or a comparable or successor rate as provided for in our loan agreement, plus applicable servicing fees; as of June 30, 2023, LIBOR was 5.22%. Effective July 3, 2023, the interest rate for IH 2018-4 is based on the weighted average spread over SOFR adjusted for an 0.11% credit spread adjustment.
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(6)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 conversion by the lender to a successor variable rate once LIBOR is discontinued), including applicable servicing fees, subject to certain adjustments as outlined in the loan agreement. Interest payments are made monthly.
(7)For secured debt, unsecured debt, and total debt, the weighted average interest rate is calculated based on June 30, 2023, LIBOR of 5.22% or Adjusted SOFR of 5.24% (inclusive of a 0.10% credit spread adjustment), as appropriate, and includes the impact of interest rate swap agreements effective as of that date.
(8)Interest rate is based on Adjusted SOFR plus the applicable margin. As of June 30, 2023, Adjusted SOFR was 5.24%.
As part of our long-term debt strategy, our goal is to improve our credit ratings, and, over time, we generally intend to target net debt that is approximately 5.5 to 6.0 times trailing twelve months Adjusted EBITDAre (see “— Non-GAAP Measures — EBITDA, EBITDAre, and Adjusted EBITDAre”), secured debt that is less than 20% of gross assets, and unencumbered assets that are greater than 70% of gross assets. To facilitate our long-term debt strategy we expect to seek to, among other things, (a) refinance a significant portion of our secured debt maturing in 2026 (assuming all extension options are exercised) with unsecured debt, including potential unsecured bond issuances and/or (b) repay a portion of such debt. There can be no assurance that we will be successful in implementing our long-term debt strategy, improving our credit ratings, or adhering to our targets in the short or medium term or at all, or that we will not change our strategy or targets in the future. We may from time to time fall outside of our target ranges. In addition, we cannot assure you that we will be able to access the capital and credit markets to obtain additional unsecured debt financing or that we will be able to obtain financing on terms favorable to us. For further discussion of risks related to our indebtedness, see Part I. Item 1A. “Risk Factors — Risks Related to Our Indebtedness,” including “Risk Factors — Risks Related to Our Indebtedness — We may be unable to obtain financing through the debt and equity markets, which would have a material adverse effect on our growth strategy and our financial condition and results of operations” in our Annual Report on Form 10-K.
Short-Term and Long-Term Liquidity Needs
Liquidity is a measure of our ability to meet potential cash requirements, maintain our assets, fund our operations, make dividend payments to our stockholders, and meet other general requirements of our business. Our liquidity, to a certain extent, is subject to general economic, financial, competitive, and other factors beyond our control. Our near-term liquidity requirements consist primarily of:
•acquisition of homes currently under contract;
•renovation of newly-acquired homes;
•HOA fees (as applicable), property taxes, insurance premiums, and the ongoing maintenance of our homes;
•property management and general and administrative expenses;
•interest expense;
•dividend payments to our stockholders; and
•required contributions to our joint ventures.
We believe our rental income, net of total expenses, will generally provide cash flow sufficient to fund operations and dividend payments on a near-term basis. Additionally, we have guaranteed the funding of certain tax, insurance, and non-conforming property reserves related to the financing of certain of our joint ventures. We do not expect these guarantees to have a material current or future effect on our liquidity. See Part I. Item 1. “Financial Statements — Note 5 of Notes to Condensed Consolidated Financial Statements” for additional information about our investments in unconsolidated joint ventures.
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Overall macroeconomic conditions, including rising inflation and interest rates, may negatively impact our operating cash flow such that we are unable to make required debt service payments, which would result in an event of default for any debt instrument under whose loan agreement such payments were not made. Specifically, the collateral within individual borrower entities may underperform, resulting in cash flow shortfalls for debt service while consolidated cash flows are sufficient to fund our operations. If an event of default occurs for a specific mortgage loan or for our secured term loan, our loan agreements provide certain remedies, including our ability to fund shortfalls from consolidated cash flow; and such an event of default would not result in an immediate acceleration of the loan.
Our real estate assets are illiquid in nature. A timely liquidation of assets may not be a viable source of short-term liquidity should a cash flow shortfall arise, and we may need to source liquidity from other financing sources, such as the Revolving Facility which had undrawn balances of $1,000.0 million as of June 30, 2023.
Our long-term liquidity requirements consist primarily of funds necessary to pay for the acquisition of, and non-recurring capital expenditures for, our homes, and principal and interest payments of our indebtedness. We intend to satisfy our long-term liquidity needs through cash provided by operations, long-term secured and unsecured borrowings, the issuance of debt and equity securities, and property dispositions. As a REIT, we are required to distribute to our stockholders at least 90% of our taxable income, excluding net capital gain, on an annual basis. Therefore, as a general matter, it is unlikely that we will be able to retain substantial cash balances from our annual taxable income that could be used to meet our liquidity needs. Instead, we will need to meet these needs from external sources of capital and amounts, if any, by which our cash flow generated from operations exceeds taxable income.
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Cash Flows
Six Months Ended June 30, 2023 Compared to Six Months Ended June 30, 2022
The following table summarizes our cash flows for the six months ended June 30, 2023 and 2022:
For the Six Months Ended June 30, | ||||||||||||||||||||||||||
| ($ in thousands) | 2023 | 2022 | $ Change | % Change | ||||||||||||||||||||||
| Net cash provided by operating activities | $ | 598,741 | $ | 552,057 | $ | 46,684 | 8.5 | % | ||||||||||||||||||
| Net cash used in investing activities | (91,985) | (580,684) | 488,699 | 84.2 | % | |||||||||||||||||||||
| Net cash used in financing activities | (341,150) | (310,635) | (30,515) | (9.8) | % | |||||||||||||||||||||
| Change in cash, cash equivalents, and restricted cash | $ | 165,606 | $ | (339,262) | $ | 504,868 | 148.8 | % | ||||||||||||||||||
Operating Activities
Our cash flows provided by operating activities depend on numerous factors, including the occupancy level of our homes, the rental rates achieved on our leases, the collection of rent from our residents, and the amount of our operating and other expenses. Net cash provided by operating activities was $598.7 million and $552.1 million for the six months ended June 30, 2023 and 2022, respectively, an increase of 8.5%. The increase in cash provided by operating activities is primarily due to improved operational profitability, including a $51.3 million increase in total revenues net of property operating and maintenance expense from period to period.
Investing Activities
Net cash used in investing activities consists primarily of the acquisition costs of homes, capital improvements, and proceeds from property sales. Net cash used in investing activities was $92.0 million and $580.7 million for the six months ended June 30, 2023 and 2022, respectively, a decrease of $488.7 million. The decrease in net cash used in investing activities resulted primarily from the combined effect of the following significant changes in cash flows during the six months ended June 30, 2023 compared to the six months ended June 30, 2022: (1) a decrease in cash used for the acquisition of homes; (2) a decrease in cash used for investments in joint ventures; (3) an increase in cash from the proceeds from sale of single-family homes; and (4) a decrease in cash used for initial renovations of homes. Acquisition spend decreased by $297.3 million from period to period due to a decrease in the number of homes acquired from 1,029 during the six months ended June 30, 2022 to 369 homes acquired during the six months ended June 30, 2023. Cash invested in joint ventures decreased $121.3 million due to reduced acquisition activity in existing joint ventures during the six months ended June 30, 2023 compared to the six months ended June 30, 2022. Proceeds from the sale of single-family homes increased $100.9 million due to an increase in the number of homes sold from 317 during the six months ended June 30, 2022 to 645 homes sold during the six months ended June 30, 2023. Renovation spend decreased by $63.3 million due to a decrease in the number of homes acquired resulting in fewer renovations being completed during the six months ended June 30, 2023 compared to the six months ended June 30, 2022.
Financing Activities
Net cash used in financing activities was $341.2 million and $310.6 million for the six months ended June 30, 2023 and 2022, respectively. During the six months ended June 30, 2023, we made $320.9 million of dividend and distribution payments funded by cash flows from operations. During the six months ended June 30, 2022, we made $271.3 million of dividend and distribution payments funded by cash flows from operations. During that same period, issuances and sales of stock under our 2021 ATM Equity Program generated $98.4 million of net proceeds which were used primarily for acquisitions. We also issued $598.4 million of unsecured notes and borrowed $150.0 million on a new term loan facility during the six months ended June 30, 2022. The proceeds from this financing activity along with cash from operations were used to repay $845.2 million of mortgage loans.
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Contractual Obligations
Our contractual obligations as of June 30, 2023, consist of the following:
| ($ in thousands) | Total | 2023(1) | 2024-2025 | 2026-2027 | Thereafter | |||||||||||||||||||||||||||
Mortgage loans(2)(3)(4)(5) | $ | 1,918,581 | $ | 42,476 | $ | 169,436 | $ | 1,706,669 | $ | — | ||||||||||||||||||||||
Secured Term Loan(2)(3) | 518,025 | 7,232 | 28,967 | 28,927 | 452,899 | |||||||||||||||||||||||||||
Unsecured Notes(2)(3) | 3,142,506 | 35,480 | 142,114 | 141,920 | 2,822,992 | |||||||||||||||||||||||||||
Term Loan Facilities(2)(3)(4) | 3,920,030 | 103,758 | 412,213 | 2,608,711 | 795,348 | |||||||||||||||||||||||||||
Revolving Facility(2)(3)(4)(6) | 5,255 | 1,022 | 4,061 | 172 | — | |||||||||||||||||||||||||||
Derivative instruments(5)(7) | (184,260) | (44,552) | (117,327) | (13,102) | (9,279) | |||||||||||||||||||||||||||
Purchase commitments(8) | 620,634 | 620,008 | 626 | — | — | |||||||||||||||||||||||||||
| Operating leases | 13,571 | 2,250 | 7,701 | 3,191 | 429 | |||||||||||||||||||||||||||
| Finance leases | 3,474 | 1,470 | 1,521 | 483 | — | |||||||||||||||||||||||||||
| Total | $ | 9,957,816 | $ | 769,144 | $ | 649,312 | $ | 4,476,971 | $ | 4,062,389 | ||||||||||||||||||||||
(1)Includes estimated payments for the remaining six months of 2023.
(2)Includes estimated interest payments through the extended maturity date, as applicable, based on the principal amount outstanding as of June 30, 2023.
(3)Interest is calculated at rates in effect as of June 30, 2023, including the indexed rate, any credit spread adjustment, and any applicable margin, and that rate is held constant until the maturity date. As of June 30, 2023, LIBOR was 5.22%, and SOFR was 5.14%.
(4)Calculated based on the maturity date if we exercise each of the remaining extension options available, which are subject to certain conditions being met. See Part I. Item 1. “Financial Statements — Note 7 of Notes to Condensed Consolidated Financial Statements” for a description of maturity dates without consideration of extension options.
(5)Effective July 3, 2023, one of our mortgage loans, IH 2018-4, was amended to transition to a SOFR-based index from a LIBOR-based index. The related interest rate cap agreement was amended effective July 15, 2023 to transition to a SOFR-based index from a LIBOR-based index. The impact of these amendments is not material to the obligations noted in the table above.
(6)Includes the related unused commitment fee, as applicable.
(7)Includes payments (receipts) related to interest rate swap and interest rate cap obligations calculated using SOFR. As of June 30, 2023, SOFR was 5.14%.
(8)Represents commitments, net of previously funded deposits, to acquire 1,882 single-family rental homes through 2024, of which 1,849 were purchased on July 18, 2023 as part of a bulk acquisition.
The amounts above do not include commitments pursuant to binding purchase agreements with certain homebuilders for the purchase of 2,249 homes over the next seven years. Estimated remaining commitments under these agreements total approximately $750.0 million as of June 30, 2023.
Additionally, we have commitments, which are not reflected in the table above, to make additional capital contributions to our joint ventures. As of June 30, 2023, our remaining equity commitments to the joint ventures total $128.1 million.
LIBOR Transition
The Financial Conduct Authority of the United Kingdom, which has statutory powers to require panel banks to contribute to LIBOR, has announced that it will cease publication of one month USD LIBOR immediately after June 30, 2023. Further, on March 15, 2022, the Consolidated Appropriations Act of 2022, which includes the Adjustable Interest Rate (LIBOR) Act, was signed into law in the United States. This legislation establishes a uniform benchmark replacement process for financial contracts that mature after June 30, 2023 which do not contain clearly defined or practicable fallback provisions. The legislation also creates a safe harbor that shields lenders from litigation if they choose to utilize a replacement rate recommended by the Board of Governors of the Federal Reserve.
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On April 18, 2023, we completed a series of transactions related to certain of our variable rate debt and derivative agreements that were originally indexed to LIBOR to effectuate a transition to SOFR. While the original agreements provided for a prescribed transition to an alternate rate, this series of transactions amended or modified our Credit Facility and all of our LIBOR-indexed interest rate swap agreements such that each agreement is now indexed to SOFR. Effective July 3, 2023, one of our mortgage loans, IH 2018-4, was amended to transition to SOFR from LIBOR. The related interest rate cap agreement was amended effective July 15, 2023 to transition to SOFR from LIBOR. These transactions complete the conversion of all LIBOR-based agreements to SOFR.
Furthermore, we have continued to make the appropriate elections available within Accounting Standard Update 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2022-04”) to ease the impact of transition from LIBOR to comparable or successor rates on hedge accounting. As more fully described in Part I. Item 1. “Financial Statements — Note 2 of Notes to Condensed Consolidated Financial Statements,” we have also elected to apply practical expedients related to contract modifications, changes in critical terms, and updates to the designated hedged risk(s) as qualifying changes are made to applicable debt and derivative instruments. Specifically, in connection with the April 18, 2023 modifications, we elected to apply the optional expedients in ASU 2020-04 that enable us to consider the new swaps a continuation of the existing contracts and to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. As a result, the transition from LIBOR for these financial instruments did not impact our hedge accounting or have a material impact on our condensed consolidated financial statements.
Supplemental Guarantor Information
In March 2020, the SEC adopted amendments to Rule 3-10 of Regulation S-X and created Rule 13-01 to simplify disclosure requirements related to certain registered securities. The amendments became effective on January 4, 2021. INVH, INVH LP, the General Partner, and IH Merger Sub, LLC (“IH Merger Sub”) have filed a registration statement on Form S-3 with the SEC registering, among other securities, debt securities of INVH LP, fully and unconditionally guaranteed, on a joint and several basis, by INVH, the General Partner, and/or IH Merger Sub. As a result of the amendments to Rule 3-10 of Regulation S-X, subsidiary issuers of obligations guaranteed by the parent are not required to provide separate financial statements, provided that the subsidiary obligor is consolidated into the parent company’s consolidated financial statements, the parent guarantee is “full and unconditional” and, subject to certain exceptions as set forth below, the alternative disclosure required by Rule 13-01 is provided, which includes narrative disclosure and summarized financial information. Accordingly, separate consolidated financial statements of INVH LP, the General Partner, and IH Merger Sub have not been presented.
Furthermore, as permitted under Rule 13-01(a)(4)(vi) of Regulation S-X, we have excluded the summarized financial information for the INVH LP, the General Partner, and IH Merger Sub, because the combined assets, liabilities, and results of operations of INVH, INVH LP, the General Partner, and IH Merger Sub are not materially different than the corresponding amounts in our condensed consolidated financial statements, and management believes such summarized financial information would be repetitive and would not provide incremental value to investors.
Purchase of Outstanding Debt Securities or Loans
As market conditions warrant, we may from time to time seek to purchase our outstanding debt or debt securities that we may issue in the future, in privately negotiated or open market transactions, by tender offer or otherwise. Subject to any applicable limitations contained in the agreements governing our indebtedness, any purchases made by us may be funded by the use of cash on our condensed consolidated balance sheet or the incurrence of new secured or unsecured debt, including borrowings under our Credit Facility. The amounts involved in any such purchase transactions, individually or in the aggregate, may be material. Any such purchases may be with respect to a substantial amount of a particular class or series of debt, with the attendant reduction in the trading liquidity of such class or series. In addition, any such purchases made at prices below the “adjusted issue price” (as defined for United States federal income tax purposes) may result in taxable cancellation of indebtedness income to us, which amounts may be material, and in related adverse tax consequences to us.
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Critical Accounting Policies and Estimates
Critical accounting policies are those accounting policies that management believes are important to the portrayal of our financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We believe that our critical accounting policies pertain to our investments in single-family residential properties, including acquisition of real estate assets, related cost capitalization, provisions for impairment, and single-family residential properties held for sale. These critical policies and estimates are summarized in Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K. There were no material changes to our critical accounting policies during the six months ended June 30, 2023.
For a discussion of recently adopted accounting standards, if any, see Part I. Item 1. “Financial Statements — Note 2 of Notes to Condensed Consolidated Financial Statements.”
Segment Reporting
Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. Our CODM is the Chief Executive Officer.
Under the provisions of ASC 280, Segment Reporting, we have determined that we have one reportable segment related to acquiring, renovating, leasing, and operating single-family homes as rental properties. The CODM evaluates operating performance and allocates resources on a total portfolio basis. The CODM utilizes NOI as the primary measure to evaluate performance of the total portfolio.
Non-GAAP Measures
EBITDA, EBITDAre, and Adjusted EBITDAre
EBITDA, EBITDAre, and Adjusted EBITDAre are supplemental, non-GAAP measures often utilized to evaluate the performance of real estate companies. We define EBITDA as net income or loss computed in accordance with GAAP before the following items: interest expense; income tax expense; depreciation and amortization; and adjustments for unconsolidated joint ventures. The National Association of Real Estate Investment Trusts (“Nareit”) recommends as a best practice that REITs that report an EBITDA performance measure also report EBITDAre. Consistent with the Nareit definition, we define EBITDAre as EBITDA, further adjusted for the following: gain on sale of property, net of tax; impairment on depreciated real estate investments; and adjustments for unconsolidated joint ventures.
Adjusted EBITDAre is defined as EBITDAre before the following items: share-based compensation expense; severance; casualty losses, net; (gains) losses on investments in equity securities, net; and other income and expenses. EBITDA, EBITDAre, and Adjusted EBITDAre are used as supplemental financial performance measures by management and by external users of our financial statements, such as investors and commercial banks. Set forth below is additional detail on how management uses EBITDA, EBITDAre, and Adjusted EBITDAre as measures of performance.
Our management uses EBITDA, EBITDAre, and Adjusted EBITDAre in a number of ways to assess our consolidated financial and operating performance, and we believe these measures are helpful to management and external users in identifying trends in our performance. EBITDA, EBITDAre, and Adjusted EBITDAre help management identify controllable expenses and make decisions designed to help us meet our current financial goals and optimize our financial performance, while neutralizing the impact of capital structure on results. Accordingly, we believe these metrics measure our financial performance based on operational factors that management can impact in the short-term, namely our cost structure and expenses.
We believe that the presentation of EBITDA, EBITDAre, and Adjusted EBITDAre provides information useful to investors in assessing our financial condition and results of operations. The GAAP measure most directly comparable to EBITDA, EBITDAre, and Adjusted EBITDAre is net income or loss. EBITDA, EBITDAre, and Adjusted EBITDAre are not used as measures of our liquidity and should not be considered alternatives to net income or loss or any other measure of financial performance presented in accordance with GAAP. Our EBITDA, EBITDAre, and Adjusted EBITDAre may not be comparable to the EBITDA, EBITDAre, and Adjusted EBITDAre of other companies due to the fact that not all companies
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use the same definitions of EBITDA, EBITDAre, and Adjusted EBITDAre. Accordingly, there can be no assurance that our basis for computing these non-GAAP measures is comparable with that of other companies.
The following table presents a reconciliation of net income (as determined in accordance with GAAP) to EBITDA, EBITDAre, and Adjusted EBITDAre for each of the periods indicated:
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||
| ($ in thousands) | 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||||||||||||||||
| Net income available to common stockholders | $ | 137,698 | $ | 110,815 | $ | 257,769 | $ | 203,210 | ||||||||||||||||||||||||||||||
| Net income available to participating securities | 166 | 148 | 337 | 368 | ||||||||||||||||||||||||||||||||||
| Non-controlling interests | 418 | 542 | 760 | 930 | ||||||||||||||||||||||||||||||||||
| Interest expense | 78,625 | 74,840 | 156,672 | 149,229 | ||||||||||||||||||||||||||||||||||
| Interest expense in unconsolidated joint ventures | 3,145 | 859 | 7,723 | 1,451 | ||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 165,759 | 158,572 | 330,432 | 314,368 | ||||||||||||||||||||||||||||||||||
Depreciation and amortization of investments in unconsolidated joint ventures | 2,521 | 1,114 | 4,996 | 1,752 | ||||||||||||||||||||||||||||||||||
| EBITDA | 388,332 | 346,890 | 758,689 | 671,308 | ||||||||||||||||||||||||||||||||||
| Gain on sale of property, net of tax | (46,788) | (27,508) | (76,459) | (45,534) | ||||||||||||||||||||||||||||||||||
| Impairment on depreciated real estate investments | 81 | 36 | 259 | 137 | ||||||||||||||||||||||||||||||||||
| Net gain on sale of investments in unconsolidated joint ventures | (304) | (186) | (634) | (316) | ||||||||||||||||||||||||||||||||||
EBITDAre | 341,321 | 319,232 | 681,855 | 625,595 | ||||||||||||||||||||||||||||||||||
Share-based compensation expense(1) | 6,066 | 7,989 | 12,564 | 14,635 | ||||||||||||||||||||||||||||||||||
| Severance | 371 | 189 | 524 | 207 | ||||||||||||||||||||||||||||||||||
Casualty losses, net (2) | 1,797 | 1,319 | 2,785 | 2,733 | ||||||||||||||||||||||||||||||||||
| (Gains) losses on investments in equity securities, net | (524) | 172 | (612) | 3,204 | ||||||||||||||||||||||||||||||||||
Other, net(3) | 3,941 | 3,827 | 5,435 | 3,233 | ||||||||||||||||||||||||||||||||||
Adjusted EBITDAre | $ | 352,972 | $ | 332,728 | $ | 702,551 | $ | 649,607 | ||||||||||||||||||||||||||||||
(1)For the three months ended June 30, 2023 and 2022, $1,442 and $1,794 was recorded in property management expense, respectively, and $4,624 and $6,195 was recorded in general and administrative expense, respectively. For the six months ended June 30, 2023 and 2022, $3,402 and $3,220 was recorded in property management expense, respectively, and $9,162 and $11,415 was recorded in general and administrative expense, respectively.
(2)Includes our share from unconsolidated joint ventures.
(3)Includes interest income and other miscellaneous income and expenses.
Net Operating Income
NOI is a non-GAAP measure often used to evaluate the performance of real estate companies. We define NOI for an identified population of homes as rental revenues and other property income less property operating and maintenance expense (which consists primarily of property taxes, insurance, HOA fees (when applicable), market-level personnel expenses, utility expenses, repairs and maintenance, and property administration). NOI excludes: interest expense; depreciation and amortization; property management expense; general and administrative expense; impairment and other; gain on sale of property, net of tax; (gains) losses on investments in equity securities, net; other income and expenses; management fee revenues; and losses from investments in unconsolidated joint ventures.
We consider NOI to be a meaningful supplemental financial measure of our performance when considered with the financial statements determined in accordance with GAAP. We believe NOI is helpful to investors in understanding the core performance of our real estate operations. The GAAP measure most directly comparable to NOI is net income or loss. NOI is not used as a measure of liquidity and should not be considered as an alternative to net income or loss or any other measure of financial performance presented in accordance with GAAP. Our NOI may not be comparable to the NOI of other companies due to the fact that not all companies use the same definition of NOI. Accordingly, there can be no assurance that our basis for computing this non-GAAP measure is comparable with that of other companies.
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We believe that Same Store NOI is also a meaningful supplemental measure of our operating performance for the same reasons as NOI and is further helpful to investors as it provides a more consistent measurement of our performance across reporting periods by reflecting NOI for homes in our Same Store portfolio.
The following table presents a reconciliation of net income (as determined in accordance with GAAP) to NOI for our total portfolio and NOI for our Same Store portfolio for each of the periods indicated:
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||
| ($ in thousands) | 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||||||||||||||||
| Net income available to common stockholders | $ | 137,698 | $ | 110,815 | $ | 257,769 | $ | 203,210 | ||||||||||||||||||||||||||||||
| Net income available to participating securities | 166 | 148 | 337 | 368 | ||||||||||||||||||||||||||||||||||
| Non-controlling interests | 418 | 542 | 760 | 930 | ||||||||||||||||||||||||||||||||||
| Interest expense | 78,625 | 74,840 | 156,672 | 149,229 | ||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 165,759 | 158,572 | 330,432 | 314,368 | ||||||||||||||||||||||||||||||||||
Property management expense(1) | 23,580 | 21,814 | 47,164 | 42,781 | ||||||||||||||||||||||||||||||||||
General and administrative(2) | 19,791 | 19,342 | 37,243 | 36,981 | ||||||||||||||||||||||||||||||||||
| Impairment and other | 1,868 | 1,355 | 3,031 | 2,870 | ||||||||||||||||||||||||||||||||||
| Gain on sale of property, net of tax | (46,788) | (27,508) | (76,459) | (45,534) | ||||||||||||||||||||||||||||||||||
| (Gains) losses on investments in equity securities, net | (524) | 172 | (612) | 3,204 | ||||||||||||||||||||||||||||||||||
Other, net(3) | 3,941 | 3,827 | 5,435 | 3,233 | ||||||||||||||||||||||||||||||||||
| Management fee revenues | (3,448) | (2,759) | (6,823) | (4,870) | ||||||||||||||||||||||||||||||||||
| Losses from investments in unconsolidated joint ventures | 2,030 | 2,701 | 6,185 | 5,021 | ||||||||||||||||||||||||||||||||||
| NOI (total portfolio) | 383,116 | 363,861 | 761,134 | 711,791 | ||||||||||||||||||||||||||||||||||
| Non-Same Store NOI | (27,758) | (20,944) | (54,952) | (35,341) | ||||||||||||||||||||||||||||||||||
NOI (Same Store portfolio)(4) | $ | 355,358 | $ | 342,917 | $ | 706,182 | $ | 676,450 | ||||||||||||||||||||||||||||||
(1)Includes $1,442 and $1,794 of share-based compensation expense for the three months ended June 30, 2023 and 2022, respectively. Includes $3,402 and $3,220 of share-based compensation expense for the six months ended June 30, 2023 and 2022, respectively.
(2)Includes $4,624 and $6,195 of share-based compensation expense for the three months ended June 30, 2023 and 2022, respectively. Includes $9,162 and $11,415 of share-based compensation expense for the six months ended June 30, 2023 and 2022, respectively.
(3)Includes interest income and other miscellaneous income and expenses.
(4)The Same Store portfolio totaled 76,593 homes for the three and six months ended June 30, 2023.
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Funds from Operations, Core Funds from Operations, and Adjusted Funds from Operations
Funds From Operations (“FFO”), Core FFO, and Adjusted FFO are supplemental, non-GAAP measures often utilized to evaluate the performance of real estate companies. FFO is defined by Nareit as net income or loss (computed in accordance with GAAP) excluding gains or losses from sales of previously depreciated real estate assets, plus depreciation, amortization and impairment of real estate assets, and adjustments for unconsolidated joint ventures.
We believe that FFO is a meaningful supplemental measure of the operating performance of our business because historical cost accounting for real estate assets in accordance with GAAP assumes that the value of real estate assets diminishes predictably over time, as reflected through depreciation and amortization. Because real estate values have historically risen or fallen with market conditions, management considers FFO an appropriate supplemental performance measure as it excludes historical cost depreciation and amortization, impairment on depreciated real estate investments, gains or losses related to sales of previously depreciated homes, as well non-controlling interests, from net income or loss (computed in accordance with GAAP). By excluding depreciation and amortization and gains or losses on sales of real estate, management uses FFO to measure returns on its investments in homes. However, because FFO excludes depreciation and amortization and captures neither the changes in the value of the homes that result from use or market conditions nor the level of capital expenditures to maintain the operating performance of the homes, all of which have real economic effect and could materially affect our results from operations, the utility of FFO as a measure of our performance is limited.
Management also believes that FFO, combined with the required GAAP presentations, is useful to investors in providing more meaningful comparisons of the operating performance of a company’s real estate between periods or as compared to other companies. The GAAP measure most directly comparable to FFO is net income or loss. FFO is not used as a measure of our liquidity and should not be considered an alternative to net income or loss or any other measure of financial performance presented in accordance with GAAP. Our FFO may not be comparable to the FFO of other companies due to the fact that not all companies use the same definition of FFO. Accordingly, there can be no assurance that our basis for computing this non-GAAP measures is comparable with that of other companies.
We believe that Core FFO and Adjusted FFO are also meaningful supplemental measures of our operating performance for the same reasons as FFO and are further helpful to investors as they provide a more consistent measurement of our performance across reporting periods by removing the impact of certain items that are not comparable from period to period. We define Core FFO as FFO adjusted for the following: non-cash interest expense related to amortization of deferred financing costs, loan discounts, and non-cash interest expense from derivatives; share-based compensation expense; legal settlements; severance expense; casualty (gains) losses, net; and (gains) losses on investments in equity securities, net, as applicable. We define Adjusted FFO as Core FFO less recurring capital expenditures, including adjustments for unconsolidated joint ventures, that are necessary to help preserve the value, and maintain the functionality, of our homes. The GAAP measure most directly comparable to Core FFO and Adjusted FFO is net income or loss. Core FFO and Adjusted FFO are not used as measures of our liquidity and should not be considered alternatives to net income or loss or any other measure of financial performance presented in accordance with GAAP. Our Core FFO and Adjusted FFO may not be comparable to the Core FFO and Adjusted FFO of other companies due to the fact that not all companies use the same definition of Core FFO and Adjusted FFO. No adjustments were made to the Core FFO and Adjusted FFO per common share — diluted computations for potential shares of common stock related to the Convertible Senior Notes during the periods the notes were outstanding. Accordingly, there can be no assurance that our basis for computing this non-GAAP measures is comparable with that of other companies.
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The following table presents a reconciliation of net income (as determined in accordance with GAAP) to FFO, Core FFO, and Adjusted FFO for each of the periods indicated:
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||||||||||||
| (in thousands, except shares and per share data) | 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||||
| Net income available to common stockholders | $ | 137,698 | $ | 110,815 | $ | 257,769 | $ | 203,210 | ||||||||||||||||||
| Add (deduct) adjustments from net income to derive FFO: | ||||||||||||||||||||||||||
| Net income available to participating securities | 166 | 148 | 337 | 368 | ||||||||||||||||||||||
| Non-controlling interests | 418 | 542 | 760 | 930 | ||||||||||||||||||||||
| Depreciation and amortization on real estate assets | 163,022 | 156,433 | 325,106 | 310,073 | ||||||||||||||||||||||
| Impairment on depreciated real estate investments | 81 | 36 | 259 | 137 | ||||||||||||||||||||||
| Net gain on sale of previously depreciated investments in real estate | (46,788) | (27,508) | (76,459) | (45,534) | ||||||||||||||||||||||
| Depreciation and net gain on sale of investments in unconsolidated joint ventures | 2,193 | 916 | 4,314 | 1,416 | ||||||||||||||||||||||
| FFO | 256,790 | 241,382 | 512,086 | 470,600 | ||||||||||||||||||||||
Non-cash interest expense related to amortization of deferred financing costs, loan discounts, and non-cash interest expense from derivatives(1) | 7,182 | 6,498 | 16,314 | 12,968 | ||||||||||||||||||||||
Share-based compensation expense(2) | 6,066 | 7,989 | 12,564 | 14,635 | ||||||||||||||||||||||
| Severance expense | 371 | 189 | 524 | 207 | ||||||||||||||||||||||
Casualty losses, net(1) | 1,797 | 1,319 | 2,785 | 2,733 | ||||||||||||||||||||||
| (Gains) losses on investments in equity securities, net | (524) | 172 | (612) | 3,204 | ||||||||||||||||||||||
| Core FFO | 271,682 | 257,549 | 543,661 | 504,347 | ||||||||||||||||||||||
Recurring capital expenditures(1) | (36,400) | (37,544) | (73,693) | (70,374) | ||||||||||||||||||||||
| Adjusted FFO | $ | 235,282 | $ | 220,005 | $ | 469,968 | $ | 433,973 | ||||||||||||||||||
| Net income available to common stockholders | ||||||||||||||||||||||||||
Weighted average common shares outstanding — diluted(3)(4)(5) | 613,316,499 | 611,620,475 | 612,941,399 | 609,775,270 | ||||||||||||||||||||||
Net income per common share — diluted(3)(4)(5) | $ | 0.22 | $ | 0.18 | $ | 0.42 | $ | 0.33 | ||||||||||||||||||
| FFO, Core FFO, and Adjusted FFO | ||||||||||||||||||||||||||
Weighted average common shares and OP Units outstanding — diluted(3)(4)(5) | 615,384,953 | 614,569,431 | 614,961,840 | 612,648,238 | ||||||||||||||||||||||
FFO per common share — diluted(3)(4)(5) | $ | 0.42 | $ | 0.39 | $ | 0.83 | $ | 0.77 | ||||||||||||||||||
Core FFO per common share — diluted(3)(4)(5) | $ | 0.44 | $ | 0.42 | $ | 0.88 | $ | 0.82 | ||||||||||||||||||
AFFO per common share — diluted(3)(4)(5) | $ | 0.38 | $ | 0.36 | $ | 0.76 | $ | 0.71 | ||||||||||||||||||
(1)Includes our share from unconsolidated joint ventures.
(2)For the three months ended June 30, 2023 and 2022, $1,442 and $1,794 was recorded in property management expense, respectively, and $4,624 and $6,195 was recorded in general and administrative expense, respectively. For the six months ended June 30, 2023 and 2022, $3,402 and $3,220 was recorded in property management expense, respectively, and $9,162 and $11,415 was recorded in general and administrative expense, respectively.
(3)On January 18, 2022, we settled the $141,490 outstanding principal balance of the 2022 Convertible Notes with the issuance of 6,216,261 shares of our common stock. For the three and six months ended June 30, 2023, the shares of common stock issued with respect to this settlement are included within all net income, FFO, Core FFO, and AFFO per common share calculations subsequent to the conversion date.
64
(4)Incremental shares attributed to non-vested share-based awards totaling 1,362,152 and 1,288,832 for the three months ended June 30, 2023 and 2022, respectively, and 1,168,993 and 1,393,502 for the six months ended June 30, 2023 and 2022, respectively, are included in weighted average common shares outstanding in the calculation of net income per common share — diluted. For the computations of FFO, Core FFO, and AFFO per common share — diluted, common share equivalents of 1,567,414 and 1,466,818 for the three months ended June 30, 2023 and 2022, respectively, and 1,388,105 and 1,611,200 for the six months ended June 30, 2023 and 2022, respectively, related to incremental shares attributed to non-vested share-based awards are included in the denominator.
(5)Vested units of partnership interests in INVH LP (“OP Units”) have been excluded from the computation of net income per common share — diluted for the periods above because all net income attributable to the vested OP Units has been recorded as non-controlling interest and thus excluded from net income available to common stockholders. Weighted average vested OP Units of 1,863,192 and 2,770,970 for the three months ended June 30, 2023 and 2022, respectively, and 1,801,329 and 2,655,270 for the six months ended June 30, 2023 and 2022, respectively, are included in the denominator for the computations of FFO, Core FFO, and AFFO per common share — diluted.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our future income, cash flows, and fair values relevant to financial instruments are dependent upon prevalent market interest rates. Market risk refers to the risk of loss from adverse changes in interest rates, seasonality, market prices, commodity prices, and inflation. The primary market risks to which we are exposed are interest rate risk and seasonality. We may in the future use derivative financial instruments to manage, or hedge, interest rate risks related to any borrowings we may have. We may enter into such contracts only with major financial institutions based on their credit ratings and other factors.
Interest Rate Risk
A primary market risk to which we believe we are exposed is interest rate risk, which may result from many factors, including government monetary and tax policies, unfavorable global and United States economic conditions (including inflation and rising interest rates), geopolitical tensions, and other factors that are beyond our control. We may incur additional variable rate debt in the future, including additional amounts that we may borrow under the Credit Facility. In addition, decreases in interest rates may lead to additional competition for the acquisition of single-family homes, which may lead to future acquisitions being more costly and resulting in lower yields on single-family homes targeted for acquisition. Significant increases in interest rates may also have an adverse impact on our earnings if we are unable to increase rents on expired leases or acquire single-family homes with rental rates high enough to offset the increase in interest rates on our borrowings.
As of June 30, 2023, our $3,877.2 million of outstanding variable-rate debt was comprised of borrowings on our mortgage loans of $652.2 million and Term Loan Facilities of $3,225.0 million. As of June 30, 2023, we had effectively converted 98.5% of these borrowings to a fixed rate through interest rate swap agreements. Our variable-rate borrowings bear interest at one month LIBOR or Adjusted SOFR plus the applicable spread. Assuming no change in the outstanding balance of our existing debt, the projected effect of a 100 bps increase or decrease in LIBOR and Adjusted SOFR, collectively, on our annual interest expense would be an estimated increase or decrease of $0.6 million. This estimate considers the impact of our interest rate swap agreements, interest rate cap agreement, and any LIBOR or SOFR floors or minimum interest rates stated in the agreements of the respective borrowings.
This analysis does not consider the effects of the reduced level of overall economic activity that could exist in such an environment. Further, in the event of a change of such magnitude, we may consider taking actions to further mitigate our exposure to the change. However, because of the uncertainty of the specific actions that would be taken and their possible effects, the sensitivity analysis assumes no changes in our capital structure.
Inflation
Inflation primarily impacts our results of operations as a result of increased repair and maintenance and other costs and wage pressures. Inflation could also impact our cost of capital as a result of changing interest rates on variable rate debt that is not hedged or if our debt instruments are refinanced in a high-inflation environment. Our resident leases typically have a
65
term of one to two years, which generally enables us to compensate for inflationary effects by increasing rents on our homes to current market rates. Although an extreme or sustained escalation in costs could have a negative impact on our residents and their ability to absorb rent increases, we do not believe this had a material impact on our results of operations for the three and six months ended June 30, 2023.
Seasonality
Our business and related operating results have been, and we believe will continue to be, impacted by seasonal factors throughout the year. In particular, we have experienced higher levels of resident move-outs during the summer months, which impacts both our rental revenues and related turnover costs. Further, our property operating costs are seasonally impacted in certain markets by increases in expenses such as HVAC repairs and costs to re-resident during the summer season.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain a set of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) designed to ensure that information required to be disclosed in reports we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. The design of any disclosure controls and procedures is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2023. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2023, the design and operation of our disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.
Changes in Internal Control
There has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II
ITEM 1. LEGAL PROCEEDINGS
We are not subject to any material litigation nor, to management’s knowledge, is any material litigation currently threatened against us other than routine litigation and administrative proceedings arising in the ordinary course of business.
ITEM 1A. RISK FACTORS
For a discussion of our potential risks or uncertainties, you should carefully read and consider risk factors previously disclosed under Part I. Item 1A. “Risk Factors” of our Annual Report on Form 10-K. There have been no material changes to the risk factors disclosed in Part I. Item 1A. of the Annual Report on Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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ITEM 5. OTHER INFORMATION
(b) As disclosed in our Current Report on Form 8-K, filed on May 18, 2023, on May 17, 2023, in view of the SEC’s federal proxy rules requiring the use of universal proxy cards by management and stockholders in contested director elections, our board of directors approved the amendment and restatement of our bylaws (as amended and restated, the “Amended and Restated Bylaws”), effective immediately. Among other things, the Amended and Restated Bylaws enhance procedural mechanics and disclosure requirements for stockholder nominations of directors and proposals of other business made in connection with annual and special meetings of stockholders, including:
•to clarify that we will disregard proxies granted (and votes submitted) in favor of a nominee submitted by a stockholder that fails to comply with Rule 14a-19 under the Exchange Act or to timely deliver reasonable evidence of such compliance;
•to require proposed nominees and proposing stockholders to provide certain background information and representations to us, including a consent of the proposed nominee to serve on our board of directors if elected and an undertaking to notify us if the proposed nominee becomes unwilling or unable to serve on our board of directors;
•to clarify the procedural requirements relating to a stockholder’s ability to solicit proxies from other stockholders, including a requirement that a stockholder soliciting proxies use a proxy card color other than white; and
•to clarify that a stockholder may not nominate more individuals than there are directors to be elected and to prohibit the substitution or replacement of a proposed nominee following the expiration of the applicable deadline.
•The Amended and Restated Bylaws also make various updates to the provisions governing stockholder meetings and committees of the board of directors, in addition to various other conforming, administrative, and technical changes.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.
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EXHIBIT INDEX
Exhibit number | Description | |||||||||||||
| 3.1 | ||||||||||||||
| 3.2 | ||||||||||||||
| 10.1 | Amendment to Loan Agreement, dated as of June 23, 2023, among Wilmington Trust National Association, as Trustee for the Registered Holders of Invitation Homes 2018-SFR4 Single Family Rental Pass-Through Certificates, 2018-4 IH Borrower LP, and 2018-4 Equity Owner LLC, and 2018-4 IH Borrower GP. LLC. | |||||||||||||
| 10.2 | ||||||||||||||
| 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). | |||||||||||||
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Certain agreements and other documents filed as exhibits to this Quarterly Report on Form 10-Q contain representations and warranties that the parties thereto made to each other. These representations and warranties have been made solely for the benefit of the other parties to such agreements and may have been qualified by certain information that has been disclosed to the other parties to such agreements and other documents and that may not be reflected in such agreements and other documents. In addition, these representations and warranties may be intended as a way of allocating risks among parties if the statements contained therein prove to be incorrect, rather than as actual statements of fact. Accordingly, there can be no reliance on any such representations and warranties as characterizations of the actual state of facts. Moreover, information concerning the subject matter of any such representations and warranties may have changed since the date of such agreements or other documents.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Invitation Homes Inc. | |||||
| By: | /s/ Jonathan S. Olsen | ||||
| Name: Jonathan S. Olsen | |||||
| Title: Executive Vice President and Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||
| Date: July 27, 2023 | |||||
| By: | /s/ Kimberly K. Norrell | ||||
| Name: Kimberly K. Norrell | |||||
| Title: Executive Vice President and Chief Accounting Officer | |||||
| (Principal Accounting Officer) | |||||
| Date: July 27, 2023 | |||||
71
Loan Nos. 030501712, 030501843-47
AMENDMENT TO LOAN AGREEMENT
This AMENDMENT TO LOAN AGREEMENT (this “Amendment”), dated as of June 23, 2023, and effective as of July 3, 2023 (“Effective Date”) is among WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE, FOR THE REGISTERED HOLDERS OF INVITATION HOMES 2018-SFR4 SINGLE-FAMILY RENTAL PASS-THROUGH CERTIFICATES, having an address at c/o Midland Loan Services, 10851 Mastin Street, Suite 300, Overland Park, Kansas 66210, Attention: Asset Management (together with its successors and assigns, “Lender”), 2018-4 IH BORROWER LP, a Delaware limited partnership, having an address of c/o Invitation Homes, Inc., 1717 Main Street, Suite 2000, Dallas, Texas 75201 (together with its successors and assigns, “Borrower”), and 2018-4 IH EQUITY OWNER LLC, a Delaware limited liability company (the “Equity Owner”), and 2018-4 IH BORROWER GP LLC, a Delaware limited liability company (the “Borrower GP”; the Equity Owner and the Borrower GP, collectively, the “Guarantor”; Borrower, Lender and the Guarantor, collectively, the “Parties”).
WHEREAS, German American Capital Corporation, a Maryland corporation (“Original Lender”) provided a commercial mortgage loan in the original aggregate principal amount of $960,304,000.00 (the “Loan”) to Borrower which is evidenced by, among other things, (i) that certain Loan Agreement dated November 7, 2018 by and among Borrower and Original Lender (the “Loan Agreement”), and (ii) the other Loan Documents (as such term is defined in the Loan Agreement).
WHEREAS, Lender is now the holder of the Loan, including the Note (as such term is defined in the Loan Agreement), the Loan Agreement, and all of the other Loan Documents.
WHEREAS, certain loans, advances and/or other extensions of credit denominated in U.S. Dollars under the Loan Documents bear interest or are permitted to bear interest, and have fees, commissions or other amounts based on the U.S. dollar London Interbank Offered Rate administered by the ICE Benchmark Administration (“LIBOR”) in accordance with the terms and conditions of the Loan Documents; and
WHEREAS, on March 5, 2021, the Financial Conduct Authority, the regulatory supervisor of the administrator of LIBOR, announced in a public statement the future cessation of all tenors of LIBOR published by the ICE Benchmark Administration immediately following June 30, 2023 (the “LIBOR Discontinuation Date”); and
WHEREAS, the Loan is being converted to an Alternative Base Rate Loan as of the Effective Date (the “Rate Conversion”) as a result of the upcoming LIBOR Discontinuation Date and the Loan Agreement is being amended to implement the Rate Conversion, all as set forth in Exhibit A and this Amendment.
WHEREAS, subject to satisfaction of certain conditions precedent to the Rate Conversion, this Amendment automatically shall be effective as of the Effective Date.
NOW, THEREFORE, for and in consideration of the agreements set forth in this Amendment and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto do hereby covenant and agree as follows:
1.Incorporation of Recitals. The foregoing recitals are incorporated herein by reference as if fully set forth herein.
2.Certain Definitions. Capitalized terms used in this Amendment but not otherwise defined herein or in Exhibit A shall have the meanings assigned to such terms in the Loan
Loan Nos. 030501712, 030501843-47
Agreement. Capitalized terms used in Exhibit A that are also used in the Loan Documents shall supplement (but not replace) the defined terms in the Loan Documents with respect to the Loan, unless otherwise stated therein.
3.Rate Conversion Amendments.
(a)As of the Effective Date, the Loan Documents are hereby amended as set forth on Exhibit A attached hereto. Notwithstanding any provision of the Loan Documents to the contrary, the Parties hereby agree that the terms set forth on Exhibit A apply solely to the Loan on and after the Effective Date. For the avoidance of doubt, to the extent provisions in the Loan Documents apply to the Loan and such provisions are not specifically addressed by Exhibit A, such provisions in the Loan Documents shall continue to apply to the Loan from and after the Effective Date. In the event of a conflict between the terms of this Amendment and the terms of the Loan Documents, the terms of this Amendment shall govern and control. For the further avoidance of doubt, (a) the provisions of this Amendment supplement, amend and modify (all to the extent so set forth in Exhibit A) the provisions of the Loan Documents relating to a Rate Conversion as they apply on and after the Effective Date, (b) the execution and delivery of this Amendment by the Parties shall be deemed to satisfy and discharge any and all requirements under the Loan Documents for notices to be furnished to any Party in connection with the replacement of any interest rate index applicable to the Loan, as contemplated by this Amendment, and (c) no other amendment or further action or consent of any Party to any Loan Document shall be required in connection with the effectiveness of this Amendment as of the Effective Date.
(b)In connection with the Rate Conversion, Borrower remains obligated to satisfy and perform all obligations set forth in the Loan Agreement in respect of an Interest Rate Cap Agreement, including those set forth in Section 2.6.3(d) regarding delivery of a Replacement Interest Rate Protection Agreement in accordance with the terms thereof.
4.Representations and Warranties.
(a)The Borrower hereby represents and warrants that: (a) Borrower is in compliance with all covenants under the Loan Documents, as amended by this Amendment, and no default or Event of Default (or similar defined term) exists or will exist immediately after giving effect to the Amendment; (b) Borrower has the full power and authority to enter into and perform this Amendment, and the execution, delivery and performance of this Amendment (1) has been duly and validly exercised by all necessary action on the part of Borrower, (2) does not conflict with or result in a violation of Borrower’s organizational documents or any judgment, order or decree of any court or arbiter in any proceeding to which Borrower is a party, and (3) does not conflict with, or constitute a material breach of, or constitute a material default under, any contract, agreement or other instrument by which Borrower is bound or to which Borrower is a party; (c) this Amendment and any other document related hereto have been duly executed and delivered by the Borrower, and (d) this Amendment constitutes the binding and valid obligations of Borrower and is enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(b)Guarantor hereby represents and warrants that: (a) Guarantor has full power and authority to execute, deliver and perform its obligations under this
Loan Nos. 030501712, 030501843-47
Amendment and all other documents delivered to Lender in connection with this Amendment; (b) this Amendment is binding upon and enforceable against Guarantor in accordance with its terms. Guarantor has thoroughly read and reviewed the terms and provisions of this Amendment and is familiar with same, and Guarantor has entered into this Amendment voluntarily, without duress or undue influence of any kind, and with the advice and representation of legal counsel, if any, selected by Guarantor; (c) Guarantor does not have any (i) offsets or defenses against the payment of any sums due and/or payable under any guaranty or indemnity agreement executed by Guarantor in connection with the Loan, or any other amounts payable under the Loan Documents, or (ii) claims against Lender or any employee, officer, director, agent or attorney of Lender in connection with any of the Loan Documents, and (d) each of the representations and warranties set forth in the Guaranty remains true, complete and correct as of the date originally made.
5.No Offsets or Defenses. Each of Borrower and Guarantor hereby acknowledges, confirms and warrants to Lender that as of the Execution Date, each of Borrower and Guarantor does not claim any offset, defense, claim, right of set-off or counterclaim against Lender under, arising out of or in connection with this Amendment, the Note, the Loan Agreement or any of the other Loan Documents. In addition, each of Borrower and Guarantor covenants and agrees with Lender that if any offset, defense, claim, right of set-off or counterclaim exists as of the Execution Date, Borrower and Guarantor hereby irrevocably and expressly waive the right to assert such matter.
6.Intentionally Omitted.
7.Limitation; Effect of Amendment; No Novation. No provision of the Loan Documents is amended or waived in any way other than as provided herein. Except as expressly set forth herein, all of the terms of the Loan Documents shall be and remain in full force and effect and are hereby ratified and confirmed, and constitute the legal, valid, binding, and enforceable obligations of the Parties thereto. As of the Execution Date, each reference in the Loan Documents to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference to the Loan Documents (including, without limitation, by means of words like “thereunder,” “thereof”, “therein” and words of like import), shall mean and be a reference to the Loan Documents, as amended by this Amendment. The Borrower hereby confirms that the Loan Documents have at all times, since the date of the execution and delivery of such documents, remained in full force and effect and the obligations thereunder are continued as amended by this Amendment. The Borrower acknowledges and agrees that the amendment of the Loan Documents by this Amendment is not intended to constitute, nor does it constitute, a novation, interruption, suspension of continuity, satisfaction, discharge or termination of the obligations, loans, liabilities, or indebtedness under the Loan Documents, and this Amendment, together with the Loan Documents, is entitled to all rights and benefits originally pertaining to the Loan Documents.
8.Reaffirmation of Guaranty and Security Interests. Each of the Borrower and Guarantor hereby acknowledges its receipt of a copy of this Amendment and its review of the terms and conditions hereof and consents to the terms and conditions of this Amendment and the transactions contemplated thereby. Each of the Borrower and Guarantor, as applicable, hereby (a) affirms and confirms, as applicable, its guarantees, pledges, grants and other undertakings under the Loan Documents, as amended by this Amendment, to which it is a party and (b) agrees that (i) the Loan Documents, as amended by this Amendment, to which it is a party continue to be in full force and effect and shall in no way be impaired or diminished as a result of this Amendment, and (ii) all guarantees, pledges, grants and other undertakings thereunder continue to be in full force and effect (with the same priority, as applicable) and accrue to the benefit of the applicable secured party or parties thereunder.
Loan Nos. 030501712, 030501843-47
9.Lender Notice Address. Notwithstanding anything to the contrary in the Loan Agreement, the notice address for the Lender is as follows:
WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE, FOR THE REGISTERED HOLDERS OF INVITATION HOMES 2018-SFR4 SINGLE-FAMILY RENTAL PASS-THROUGH CERTIFICATES
c/o Midland Loan Services
10851 Mastin Street, Suite 300
Overland Park, Kansas 66210
Attention: Asset Management
Email: mlsassetmanagement@midlandls.com
10.Omnibus Amendment. As of the date hereof, each reference in any of the Loan Documents to the terms which have been modified pursuant to this Amendment shall be deemed to be a reference to each such defined term as so modified.
11.References. From and after the date hereof, (i) all references in the Loan Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the “Loan Agreement” shall mean the Loan Agreement as modified by this Amendment, and as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time and (ii) all references in the other Loan Documents to the “Loan Agreement” shall mean the Loan Agreement, as modified by this Amendment, and as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.
12.Further Assurances. The Borrower agrees to execute such other documents, instruments and agreements and take such further actions reasonably requested by the Lender to effectuate the provisions of this Amendment, inclusive of correction of any errors, miscalculations or the like.
13.Counterparts; Effectiveness.
(a)This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.
(b)The words “execution,” “signed,” “signature,” and words of like import in this Amendment shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state Laws based on the Uniform Electronic Transactions Act. The Parties agree that this Amendment may, at the Lender’s option, be in the form of an electronic record and may be signed or executed using electronic signatures. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Lender of a manually signed paper signature page which has been converted into electronic form (such as scanned into PDF format) for transmission, delivery and/or retention.
14.Section Headings. Section headings used in this Amendment are for convenience of reference only and shall not govern the interpretation of any of the provisions of this Amendment.
Loan Nos. 030501712, 030501843-47
15.Severability. The provisions of this Amendment are intended to be severable. If any provision of this Amendment shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.
16.Fees and Costs. The Borrower will pay on demand all out-of-pocket fees, costs, and expenses of the Lender, including but not limited to Servicer’s reasonable processing fees and the reasonable fees and expenses of outside counsel and the Servicer, in connection with the preparation, execution, and delivery of this Amendment, the Replacement Interest Rate Cap Agreement and the applicable Assignment of Interest Rate Cap Agreement.
17.Governing Law, Etc. The terms of the Loan Documents relating to governing law, submission to jurisdiction, waiver of venue and waiver of jury trial are incorporated herein by reference, mutatis mutandis, and the Parties agree to such terms.
18.Ratification of Terms. The Borrower expressly ratifies and confirms the dispute resolution, waiver of jury trial or arbitration provisions, as applicable, contained in the Loan Documents, all of which are incorporated herein by reference.
19.Third Party Beneficiary Status of Servicer. Borrower acknowledges and agrees that Midland Loan Services, a division of PNC Bank, National Association (“Servicer”) and its successors and assigns are intended to be third party beneficiaries of this Amendment.
20.Construction. Reference to this Amendment means this Amendment, together with Exhibit A attached hereto. Exhibit A is hereby incorporated into, and deemed to be part of, this Amendment.
[Signature Pages Follow]
Loan Nos. 030501712, 030501843-47
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed by their duly authorized representatives, all as of the day and year first above written.
BORROWER:
2018-4 IH BORROWER LP,
a Delaware limited partnership
By: 2018-4 IH Borrower GP LLC,
a Delaware limited liability company,
its General Partner
By: /s/ Kimberly K. Norrell
Name: Kimberly K. Norrell
Title: Executive Vice President and Chief Accounting Officer
[Signature(s) Continue on Following Page]
Loan Nos. 030501712, 030501843-47
GUARANTOR:
EQUITY OWNER:
2018-4 IH EQUITY OWNER LLC,
a Delaware limited liability company
By:/s/ Kimberly K. Norrell
Name: Kimberly K. Norrell
Title: Executive Vice President and Chief Accounting Officer
BORROWER GP:
2018-4 IH BORROWER GP LLC,
a Delaware limited liability company
By:/s/ Kimberly K. Norrell
Name: Kimberly K. Norrell
Title: Executive Vice President and Chief Accounting Officer
Loan Nos. 030501712, 030501843-47
LENDER:
WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE, FOR THE REGISTERED HOLDERS OF INVITATION HOMES 2018-SFR4, SINGLE-FAMILY RENTAL PASS-THROUGH CERTIFICATES
By: Midland Loan Services, a division of PNC Bank, National Association, its Servicer
By: /s/ Jason Coonrod
Name: Jason Coonrod
Title: Vice President
Loan Nos. 030501712, 030501843-47
EXHIBIT A
SOFR CONVERSION AMENDMENTS
SOFR Conversion Amendments. The following amendments are made to the Loan Agreement, effective as of the Effective Date.
a. Section 1.1.shall be amended as follows:
i.The following definitions in Section 1.1 shall be amended and restated or added in the appropriate alphabetical order as set forth below:
“Alternative Index” means (i) in relation to Interest Periods commencing from and after July 15, 2023, Term SOFR, and (ii) upon a Benchmark Replacement Date in relation to Term SOFR, a floating rate index (a) that is commonly accepted by market participants in CMBS loans as an alternative for Term SOFR (or the then-current Benchmark) and (b) the reference rate which is then generally being implemented by Lender (or the Servicer, acting therefor) in CMBS loans as a replacement for Term SOFR (or the then-current Benchmark).
“Alternative Rate Condition” shall have the meaning set forth in Section 2.2.1(b).
“Assumed Note Rate” means, with respect to each Component of the Loan, an interest rate equal to the sum of 0.50%, plus the applicable Component Spread, plus Term SOFR, plus the Term SOFR Spread, as determined on the preceding Interest Determination Date.
“Benchmark” shall mean, initially, Term SOFR; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date shall have occurred with respect to Term SOFR or the then-current Benchmark, then “Benchmark” means the applicable Alternative Index determined pursuant to such defined term and Section 2.2.1(b) hereof.
“Benchmark Replacement Date”
(a)means in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of the relevant Alternative Index permanently or indefinitely cases to provide such Alternative Index; or
(b)means in the case of clause (c) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information.
Notwithstanding the foregoing, in no event shall the Benchmark Replacement Date occur prior to the satisfaction of the Alternative Rate Condition.
“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:
(a)a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark;
Loan Nos. 030501712, 030501843-47
(b)a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; or
(c)a public statement or publication of information by or on behalf of the administrator of the Benchmark or the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is not, or as of a specified future date will not be, representative.
“Component Alternative Base Rate Spread” means, in connection with any conversion of the Loan from a Term SOFR Loan to an Alternative Base Rate Loan, with respect to each Component of the Loan, (i) if as of the Interest Determination Date for the first Interest Period during which the Loan will bear interest based on the Alternative Base Rate (or if Term SOFR is not available as of such date, as of the Interest Determination Date for which Term SOFR was last available), the Term SOFR Rate is greater than the Alternative Base Rate, then the sum of (A) the Component Spread applicable to such Component plus (B) the excess of Term SOFR plus the Term SOFR Spread as of such Interest Determination Date over the Alternative Base Rate as of such date (or if Term SOFR is not available as of such date, as of the Interest Determination Date for which Term SOFR was last available) or (ii) if as of the Interest Determination Date for the first Interest Period during which the Loan will bear interest based on the Alternative Base Rate (or if Term SOFR is not available as of such date, as of the Interest Determination Date for which Term SOFR was last available), the Alternative Base Rate is greater than Term SOFR, then the result of (A) the Component Spread applicable to such Component minus (B) the excess of the Alternative Base Rate as of such Interest Determination Date over Term SOFR as of such date (or if Term SOFR is not available as of such date, as of the Interest Determination Date for which Term SOFR was last available); provided, however, if, as of the Interest Determination Date for the first Interest Period during which the Loan will bear interest based on the Alternative Base Rate, the Federal Reserve Bank or the Alternative Reference Rates Committee convened by the Federal Reserve System and the Federal Reserve Bank has published a recommended spread adjustment for using the Alternative Base Rate as a successor or alternative to Term SOFR (the "RGA Spread Adjustment") and such adjustment is being generally accepted in the conversion of commercial mortgage-backed real estate financings from Term SOFR to the Alternative Base Rate, as reasonably determined by Servicer, then in lieu of the calculation in clauses (i) and (ii) above, the ‘Component Alternative Base Rate Spread' shall mean, with respect to each Component of the Loan, the sum of (A) the Component Spread applicable to such Component plus (B) the RGA Spread Adjustment (which, may be a positive or negative value or zero).
“Component Prime Rate Spread” means in connection with any conversion of the
Components from a Term SOFR Loan to a Prime Rate Loan, with respect to each Component of the Loan, the difference (expressed as the number of basis points) between (a) the sum of (i) Term SOFR, determined as of the Interest Determination Date for which Term SOFR was last available, plus (ii) the Term SOFR Spread plus (iii) the Component Spread applicable to such Component, minus (b) the Prime Rate as of such Interest Determination Date; provided, however, that if such difference is a negative number for such Component, then the Component Prime Rate Spread for such Component shall be zero.
Loan Nos. 030501712, 030501843-47
“Conforming Changes” shall mean, with respect to either the use or administration of Term SOFR, the Term SOFR Rate, or the use, administration, adoption or implementation of any Alternative Index or any Prime Rate Loan, any technical, administrative or operational changes (including changes to the definition of “Business Day,” “Interest Determination Date,” “Interest Period,” “Monthly Payment Date,” timing and frequency of determining rates, preceding and succeeding business day conventions and other administrative or operational matters, including, but not limited to, rounding conventions) that Lender determines may be appropriate or necessary to reflect the adoption and implementation and to permit the administration by the Lender of any such rate or to permit the use and administration thereof by Lender in a manner substantially consistent with market practice (or, if Lender decides that adoption of any portion of such market practice is not administratively feasible or if Lender determines that no market practice for the administration of any such rate exists, in such other manner as the Lender determines is reasonably necessary in connection with the administration of this Agreement.
“Interest Rate” shall mean, with respect to each Interest Period, with respect to each
Component, an interest rate per annum equal to (a) for a Term SOFR Loan, the sum of (1) Term SOFR, determined as of the Interest Determination Date immediately preceding the commencement of such Interest Period, plus (2) the Term SOFR Spread, plus (3) the Component Spread applicable to such Component (or, when applicable pursuant to this Agreement or any other Loan Document, the Default Rate); (b) for a Prime Rate Loan, the sum of (1) the Prime Rate determined as of the Interest Determination Date immediately preceding the commencement of such Interest Period, plus (2) the Component Prime Rate Spread applicable to such Component (or, when applicable pursuant to this Agreement or any other Loan Document, the applicable Default Rate); and (c) for an Alternative Base Rate Loan, the sum of (A) the Alternative Base Rate, determined as of the Interest Determination Date immediately preceding the commencement of such Interest Period, plus (B) the Component Alternative Base Rate Spread applicable to such Component (or, when applicable pursuant to this Agreement or any other Loan Document, the applicable Default Rate).
“SOFR” shall mean a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.
“SOFR Administrator” shall mean the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).
“Term SOFR” shall mean, with respect to each Interest Period, the Term SOFR Reference Rate (rounded upwards, as necessary, to the nearest 1/1,000 of 1%) for deposits in U.S. dollars for a one-month period on the Interest Determination Date immediately preceding the commencement of such Interest Period, as such rate is published by the Term SOFR Administrator. Notwithstanding the foregoing, in no event shall Term SOFR be less than zero percent (0.00%).
“Term SOFR Administrator” shall mean CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by Lender in its reasonable discretion).
“Term SOFR Loan” shall mean the Loan at such time as interest thereon accrues at a rate of interest equal to the Term SOFR Rate.
“Term SOFR Rate” shall mean, with respect to each Interest Period, the per annum rate of interest equal to (i) Term SOFR, plus (ii) the Term SOFR Spread, plus (iii) the Component Spread applicable to each Component.
Loan Nos. 030501712, 030501843-47
“Term SOFR Reference Rate” shall mean the one-month forward-looking term rate based on SOFR, currently identified on the CME Group’s website at https://www.cmegroup.com/market-data/cme-group-benchmark-administration/term-sofr.html, or any successor source.
“Term SOFR Spread” shall mean 0.11448%.
ii. The following definitions shall be deleted from Sections 1.1 and 1.2, as applicable, in their entirety as of the Execution Date:
“ISDA Spread Adjustment”
“LIBOR”
“LIBOR Loan”
iii. The following definitions in Section 1.1 shall be modified as follows:
1.“Interest Rate Cap Agreement” is modified to delete each usage of the word “LIBOR” in clause (d) thereof and to replace the same with “Term SOFR”.
2.The definition of “Replacement Interest Rate Cap Agreement” shall be amended to delete the term “LIBOR” therein and to replace the same with the phrase “the then-current Benchmark”.
b. The following sections shall be amended as follows:
i.Section 2.2.1(b) is deleted and the following is substituted therefor:
“(b) Subject to the terms and conditions hereof, the Components of the Loan shall be a Term SOFR Loan.
1.Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Interest Determination Date for any Interest Period, the Alternative Index will, subject to clause (2) hereof, replace Term SOFR (or the then-current Benchmark) for all purposes hereunder or under any Loan Document in respect of such determination and all determinations on all subsequent dates (without any amendment to, or further action or consent of any other party to, this Agreement) and the Loan shall be converted to an Alternative Base Rate Loan bearing interest based upon the Alternative Base Rate and Component Alternative Base Rate Spread; provided that Lender shall have received (A) an opinion of nationally recognized REMIC counsel as to the compliance of such conversion with applicable REMIC requirements as determined under the Code, the regulations, revenue rulings, revenue procedures and other administrative, legislative and judicial guidance relating to the tax treatment of REMIC Trusts (which such opinion shall be, in form and substance and from a provider, in each case, acceptable to Lender in its sole discretion and acceptable to the Rating
Loan Nos. 030501712, 030501843-47
Agencies); provided, however, such condition may be satisfied with the issuance of a general guidance, ruling, bulletin or decision by the Internal Revenue Service reasonably acceptable to the Lender and (B) a Rating Comfort Letter in connection with such conversion (each, an “Alternative Rate Condition”). In connection with any such conversion, Lender shall give notice thereof to Borrower (which notice may be by email) at least one (1) Business Day prior to the next succeeding Interest Determination Date, and if such notice is given, the Loan shall be converted in accordance herewith to an Alternative Base Rate Loan from, after and including the first day of the related next succeeding Interest Period.
2.Notwithstanding the foregoing, if no Alternative Index then exists as of the occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, as determined by Lender, then Lender shall give notice thereof to Borrower (which notice may be by email) at least one (1) Business Day prior to the next succeeding Interest Determination Date, and if such notice is given, the Components of the Loan shall be converted, from, after and including the first day of the next succeeding Interest Period, to a Prime Rate Loan, bearing interest based on the Prime Rate in effect on the related Interest Determination Date.
3.In connection with the administration of the Term SOFR Rate or the implementation, conversion or administration of an Alternative Base Rate Loan or a Prime Rate Loan, Lender shall have the right to make any Conforming Changes from time to time and, notwithstanding anything to the contrary contained herein or in any other Loan Documents, any amendments implementing such Conforming Changes will become effective without any further action or consent of Borrower or any other party to this Agreement.
4.Lender will promptly notify Borrower (which notice may be by email) of (i) the occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (ii) the implementation of any Alternative Index or conversion of the Loan to a Prime Rate Loan, and (iii) the effectiveness of any Conforming Changes. Any determination, decision or election that may be made by Lender pursuant to this Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in Lender’s sole discretion and without consent from the Borrower.
5.Notwithstanding any provision of this Agreement to the contrary, in no event shall Borrower have the right to convert a Term SOFR Loan to a Prime Rate Loan or an Alternative Base Rate Loan.”
Loan Nos. 030501712, 030501843-47
ii.Section 2.2.1(c) shall be deleted and replaced with the following:
“(c) If, pursuant to the terms hereof, the Components of the Loan have been converted to a Prime Rate Loan and Lender shall have reasonably determined that the event(s) or circumstance(s) which resulted in such conversion shall no longer be applicable, Lender shall give written notice to Borrower (which notice may be by email) at least one (1) Business Day prior to the next succeeding Interest Determination Date. If such notice is given, the Components of the Loan shall be converted, as of the first day of the next succeeding Interest Period, to a Term SOFR Loan. Notwithstanding any provision of this Agreement to the contrary, in no event shall Borrower have the right to convert a Prime Rate Loan to a Term SOFR Loan.”
iii.Section 2.2.1(d) shall be deleted and replaced with the following:
“(d)” If, pursuant to the terms hereof, the Components of the Loan have been converted to a Prime Rate Loan and thereafter Lender shall have reasonably determined that an Alternative Base Rate then exists, Lender shall give written of such determination to Borrower at least one (1) Business Day prior to the next succeeding Interest Determination Date. If such notice is given, the Components of the Loan shall be converted, as of the first day of the next succeeding Interest Period, to an Alternative Base Rate Loan bearing interest based on the Alternative Base Rate in effect on the related Interest Determination Date. Notwithstanding any provision of this Agreement to the contrary, in no event shall Borrower have the right to convert a Prime Rate Loan to an Alternative Base Rate Loan.
iv.Section 2.2.1(e) is modified to (i) delete each reference to “LIBOR Loan” and to replace the same with “Term SOFR Loan” and (ii) add the following sentence at the end thereof, “In addition to the foregoing, Borrower hereby agrees to promptly pay to Lender (or any Servicer therefor), upon demand, any additional amounts reasonably necessary to compensate Lender (or any Servicer therefor) for any costs, including reasonable attorneys’ fees, incurred by Lender (or any Servicer therefor) in making any interest rate conversion in accordance with this Agreement, including any conversion to an Alternative Base Rate Loan or Prime Rate Loan.”
v. A new Section 2.2.1(f) is added as follows:
“(f) Neither the Lender nor the Servicer warrants or accepts responsibility for, and neither shall have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to Term SOFR or the Term SOFR Rate, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Alternative Index), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Alternative Index) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Lender and/or Servicer may select information sources or services in its reasonable discretion to
Loan Nos. 030501712, 030501843-47
ascertain Term SOFR or any other Benchmark, in each case pursuant to the terms of this Loan Agreement, and shall have no liability to the Borrower or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.”
vi.Section 2.4.5(b) shall be amended to delete the term “LIBOR” and to substitute the term “the Benchmark” therefor.
vii.Section 2.9 shall be amended to delete the term “LIBOR-based interest rates” and to replace “Benchmark-based interest rates” therefor.
c. Discontinuation of LIBOR; Delayed Rate Switch as to Then-Current Interest Period Ending After Effective Date.
The provisions in the other Sections of this Exhibit A shall not apply with respect to any LIBOR based borrowing requested, made or outstanding that bears interest with reference to a LIBOR rate that (i) is or was set prior to the Effective Date and (ii) is held constant for a specifically designated period and is not reset on a daily or substantially daily basis (disregarding day count, weekend or holiday conventions) (i.e., an Interest Period extending past the Effective Date), and in such case, the LIBOR definitions and provisions with respect thereto (as in effect immediately prior to giving effect to the provisions of this Amendment on the Effective Date) shall continue in effect solely for such purpose; provided that, with respect to any such LIBOR based borrowing described in this clause (b), such LIBOR based borrowing shall only continue in effect in accordance with its terms until the then-current Interest Period for such LIBOR based borrowing has concluded (i.e., until the end of the Interest Period through and including July 14, 2023).
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, Dallas B. Tanner, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Invitation Homes Inc. for the quarterly period ended June 30,
2023;
2023;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| By: | /s/ Dallas B. Tanner | ||||
| Dallas B. Tanner | |||||
| Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
| July 27, 2023 | |||||
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Jonathan S. Olsen, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Invitation Homes Inc. for the quarterly period ended June 30,
2023;
2023;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| By: | /s/ Jonathan S. Olsen | ||||
| Jonathan S. Olsen | |||||
| Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||
| July 27, 2023 | |||||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Invitation Homes Inc. (the “Company”) for the quarterly period ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dallas B. Tanner, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| By: | /s/ Dallas B. Tanner | ||||
| Dallas B. Tanner | |||||
| Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
| July 27, 2023 | |||||
A signed original of this certification required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Invitation Homes Inc. (the “Company”) for the quarterly period ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ernest M. Freedman, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| By: | /s/ Jonathan S. Olsen | ||||
| Jonathan S. Olsen | |||||
| Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||
| July 27, 2023 | |||||
A signed original of this certification required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.