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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
| | | | | | | | FORM | 10-Q | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | ☑ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| For the quarterly period ended | June 30, 2024 | | | | | | | |
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 | 001-38004 |
| | | | | | | | | | | | | | | | | | | | | | |
| | | Invitation Homes Inc. | | | | | | |
(Exact name of registrant as specified in its charter) |
| | | | | | | | | | | | | | | | | | | | | | |
Maryland | 90-0939055 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| | | | | | | | | | | | | | | | | | | | | | |
5420 LBJ Freeway, | Suite 600 | 75240 |
Dallas, | Texas |
(Address of principal executive offices) | (Zip Code) |
| | | | | | | | | | | | | | | | | | | | | | |
(972) | 421-3600 |
(Registrant’s telephone number, including area code) |
| | | | | | | | | | | | | | | | | | | | | | |
N/A |
(Former name, former address and former fiscal year, if changed since last report) |
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Securities registered pursuant to Section 12(b) of the Act: |
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| | | | | | | | | | | | | | | | | | | | | | |
Common stock, $0.01 par value | | INVH | | New York Stock Exchange |
| | | | | | | | | | | | | | | | | | | | | | |
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. |
| Yes | ☑ | 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). |
| Yes | ☑ | 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. |
| | | | | | | | | | | | | | | | | | | | | | |
Large Accelerated Filer | ☑ | | 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 23, 2024, there were 612,594,044 shares of common stock, par value $0.01 per share, outstanding.
INVITATION HOMES INC.
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PART I |
Item | 1. | | |
Item | 2. | | |
Item | 3. | | |
Item | 4. | | |
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PART II |
Item | 1. | | |
Item | 1A. | | |
Item | 2. | | |
Item | 3. | | |
Item | 4. | | |
Item | 5. | Other Information | |
Item | 6. | | |
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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 that may impact our financial condition, results of operations, cash flows, business, associates, and residents, 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”) fees 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, development and use of artificial intelligence, risks related to our indebtedness, risks related to the potential negative impact of unfavorable global and United States economic conditions (including inflation and interest rates), uncertainty in financial markets (including due to bank failures), geopolitical tensions, natural disasters, climate change, and public health crises. 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, 2023 (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 https://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.
DEFINED TERMS
Invitation Homes Inc. (“INVH”), a real estate investment trust (“REIT”), conducts its operations through Invitation Homes Operating Partnership LP (“INVH LP”). Through THR Property Management L.P., a wholly owned subsidiary of INVH LP, and its wholly owned subsidiaries (collectively, the “Manager”), we provide all management and other administrative services with respect to the properties we own. The Manager also provides professional property and asset management services to portfolio owners of single-family homes for lease, including our investments in unconsolidated joint ventures. 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;
•“core markets” refers to markets where we have meaningful scale and the ability to conduct business using our existing operating platform. Our current 16 core markets are identified on our portfolio table in Part I. Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Our Portfolio;”
•“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;
•“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.
PART I
ITEM 1. FINANCIAL STATEMENTS
INVITATION HOMES INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except shares and per share data)
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| | June 30, 2024 | | December 31, 2023 |
| | (unaudited) | | |
Assets: | | | | |
Investments in single-family residential properties: | | | | |
Land | | $ | 4,867,893 | | | $ | 4,881,890 | |
Building and improvements | | 16,874,787 | | | 16,670,006 | |
| | 21,742,680 | | | 21,551,896 | |
Less: accumulated depreciation | | (4,577,872) | | | (4,262,682) | |
Investments in single-family residential properties, net | | 17,164,808 | | | 17,289,214 | |
Cash and cash equivalents | | 749,398 | | | 700,618 | |
Restricted cash | | 213,780 | | | 196,866 | |
Goodwill | | 258,207 | | | 258,207 | |
Investments in unconsolidated joint ventures | | 268,808 | | | 247,166 | |
Other assets, net | | 584,442 | | | 528,896 | |
Total assets | | $ | 19,239,443 | | | $ | 19,220,967 | |
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Liabilities: | | | | |
Mortgage loans, net | | $ | 1,617,967 | | | $ | 1,627,256 | |
Secured term loan, net | | 401,540 | | | 401,515 | |
Unsecured notes, net | | 3,308,276 | | | 3,305,467 | |
Term loan facilities, net | | 3,215,993 | | | 3,211,814 | |
Revolving facility | | — | | | — | |
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Accounts payable and accrued expenses | | 354,307 | | | 200,590 | |
Resident security deposits | | 179,833 | | | 180,455 | |
Other liabilities | | 94,818 | | | 103,435 | |
Total liabilities | | 9,172,734 | | | 9,030,532 | |
Commitments and contingencies (Note 14) | | | | |
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Equity: | | | | |
Stockholders’ equity | | | | |
Preferred stock, $0.01 par value per share, 900,000,000 shares authorized, none outstanding as of June 30, 2024 and December 31, 2023 | | — | | | — | |
Common stock, $0.01 par value per share, 9,000,000,000 shares authorized, 612,594,044 and 611,958,239 outstanding as of June 30, 2024 and December 31, 2023, respectively | | 6,126 | | | 6,120 | |
Additional paid-in capital | | 11,159,835 | | | 11,156,736 | |
Accumulated deficit | | (1,198,481) | | | (1,070,586) | |
Accumulated other comprehensive income | | 63,981 | | | 63,701 | |
Total stockholders’ equity | | 10,031,461 | | | 10,155,971 | |
Non-controlling interests | | 35,248 | | | 34,464 | |
Total equity | | 10,066,709 | | | 10,190,435 | |
Total liabilities and equity | | $ | 19,239,443 | | | $ | 19,220,967 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
INVITATION HOMES INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except shares and per share data)
(unaudited)
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| | For the Three Months Ended June 30, | | For the Six Months Ended June 30, | | |
| | 2024 | | 2023 | | 2024 | | 2023 | | |
Revenues: | | | | | | | | | | |
Rental revenues and other property income | | $ | 637,475 | | | $ | 596,924 | | | $ | 1,269,572 | | | $ | 1,183,439 | | | |
Management fee revenues | | 15,976 | | | 3,448 | | | 29,918 | | | 6,823 | | | |
Total revenues | | 653,451 | | | 600,372 | | | 1,299,490 | | | 1,190,262 | | | |
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Expenses: | | | | | | | | | | |
Property operating and maintenance | | 234,184 | | | 213,808 | | | 464,581 | | | 422,305 | | | |
Property management expense | | 32,633 | | | 23,580 | | | 63,870 | | | 47,164 | | | |
General and administrative | | 21,498 | | | 19,791 | | | 44,946 | | | 37,243 | | | |
Interest expense | | 90,007 | | | 78,625 | | | 179,852 | | | 156,672 | | | |
Depreciation and amortization | | 176,622 | | | 165,759 | | | 351,935 | | | 330,432 | | | |
Impairment and other | | 10,353 | | | 1,868 | | | 14,490 | | | 3,031 | | | |
Total expenses | | 565,297 | | | 503,431 | | | 1,119,674 | | | 996,847 | | | |
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Gains on investments in equity and other securities, net | | 1,504 | | | 524 | | | 1,295 | | | 612 | | | |
Other, net | | (54,012) | | | (3,941) | | | (48,039) | | | (5,435) | | | |
Gain on sale of property, net of tax | | 43,267 | | | 46,788 | | | 93,765 | | | 76,459 | | | |
Losses from investments in unconsolidated joint ventures | | (5,482) | | | (2,030) | | | (10,620) | | | (6,185) | | | |
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Net income | | 73,431 | | | 138,282 | | | 216,217 | | | 258,866 | | | |
Net income attributable to non-controlling interests | | (243) | | | (418) | | | (679) | | | (760) | | | |
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Net income attributable to common stockholders | | 73,188 | | | 137,864 | | | 215,538 | | | 258,106 | | | |
Net income available to participating securities | | (207) | | | (166) | | | (399) | | | (337) | | | |
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Net income available to common stockholders — basic and diluted (Note 12) | | $ | 72,981 | | | $ | 137,698 | | | $ | 215,139 | | | $ | 257,769 | | | |
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Weighted average common shares outstanding — basic | | 612,628,758 | | | 611,954,347 | | | 612,424,139 | | | 611,772,406 | | | |
Weighted average common shares outstanding — diluted | | 613,823,339 | | | 613,316,499 | | | 613,815,253 | | | 612,941,399 | | | |
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Net income per common share — basic | | $ | 0.12 | | | $ | 0.23 | | | $ | 0.35 | | | $ | 0.42 | | | |
Net income per common share — diluted | | $ | 0.12 | | | $ | 0.22 | | | $ | 0.35 | | | $ | 0.42 | | | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
INVITATION HOMES INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
(unaudited)
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| | For the Three Months Ended June 30, | | For the Six Months Ended June 30, | | |
| | | | | | | | | | |
| | 2024 | | 2023 | | 2024 | | 2023 | | | | | | |
Net income | | $ | 73,431 | | | $ | 138,282 | | | $ | 216,217 | | | $ | 258,866 | | | | | | | |
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Other comprehensive income (loss) | | | | | | | | | | | | | | |
Unrealized gains on interest rate swaps | | 10,584 | | | 64,763 | | | 43,321 | | | 46,008 | | | | | | | |
Gains from interest rate swaps reclassified into earnings from accumulated other comprehensive income (loss) | | (21,465) | | | (17,961) | | | (43,029) | | | (30,942) | | | | | | | |
Other comprehensive income (loss) | | (10,881) | | | 46,802 | | | 292 | | | 15,066 | | | | | | | |
Comprehensive income | | 62,550 | | | 185,084 | | | 216,509 | | | 273,932 | | | | | | | |
Comprehensive income attributable to non-controlling interests | | (208) | | | (562) | | | (692) | | | (827) | | | | | | | |
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Comprehensive income attributable to common stockholders | | $ | 62,342 | | | $ | 184,522 | | | $ | 215,817 | | | $ | 273,105 | | | | | | | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
INVITATION HOMES INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
For the Three and Six Months Ended June 30, 2024
(in thousands, except share and per share data)
(unaudited)
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| | | | Common Stock | | | | | | | | | | | | |
| | | | Number of Shares | | Amount | | Additional Paid-in Capital | | Accumulated Deficit | | Accumulated Other Comprehensive Income | | Total Stockholders' Equity | | Non-Controlling Interests | | Total Equity |
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Balance as of March 31, 2024 | | | | 612,485,098 | | | $ | 6,125 | | | $ | 11,153,703 | | | $ | (1,099,957) | | | $ | 74,826 | | | $ | 10,134,697 | | | $ | 35,392 | | | $ | 10,170,089 | |
Capital distributions | | | | — | | | — | | | — | | | — | | | — | | | — | | | (1,011) | | | (1,011) | |
Net income | | | | — | | | — | | | — | | | 73,188 | | | — | | | 73,188 | | | 243 | | | 73,431 | |
Dividends and dividend equivalents declared ($0.28 per share) | | | | — | | | — | | | — | | | (171,712) | | | — | | | (171,712) | | | — | | | (171,712) | |
Issuance of common stock — settlement of RSUs, net of tax | | | | 101,446 | | | 1 | | | (700) | | | — | | | — | | | (699) | | | — | | | (699) | |
Share-based compensation expense | | | | — | | | — | | | 6,752 | | | — | | | — | | | 6,752 | | | 740 | | | 7,492 | |
Total other comprehensive loss | | | | — | | | — | | | — | | | — | | | (10,846) | | | (10,846) | | | (35) | | | (10,881) | |
Redemption of OP Units for common stock | | | | 7,500 | | | — | | | 80 | | | — | | | 1 | | | 81 | | | (81) | | | — | |
Balance as of June 30, 2024 | | | | 612,594,044 | | | $ | 6,126 | | | $ | 11,159,835 | | | $ | (1,198,481) | | | $ | 63,981 | | | $ | 10,031,461 | | | $ | 35,248 | | | $ | 10,066,709 | |
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| | | | Common Stock | | | | | | | | | | | | |
| | | | Number of Shares | | Amount | | Additional Paid-in Capital | | Accumulated Deficit | | Accumulated Other Comprehensive Income | | Total Stockholders' Equity | | Non-Controlling Interests | | Total Equity |
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Balance as of December 31, 2023 | | | | 611,958,239 | | | $ | 6,120 | | | $ | 11,156,736 | | | $ | (1,070,586) | | | $ | 63,701 | | | $ | 10,155,971 | | | $ | 34,464 | | | $ | 10,190,435 | |
Capital distributions | | | | — | | | — | | | — | | | — | | | — | | | — | | | (1,564) | | | (1,564) | |
Net income | | | | — | | | — | | | — | | | 215,538 | | | — | | | 215,538 | | | 679 | | | 216,217 | |
Dividends and dividend equivalents declared ($0.56 per share) | | | | — | | | — | | | — | | | (343,433) | | | — | | | (343,433) | | | — | | | (343,433) | |
Issuance of common stock — settlement of RSUs, net of tax | | | | 628,305 | | | 6 | | | (10,636) | | | — | | | — | | | (10,630) | | | — | | | (10,630) | |
Share-based compensation expense | | | | — | | | — | | | 13,655 | | | — | | | — | | | 13,655 | | | 1,737 | | | 15,392 | |
Total other comprehensive income | | | | — | | | — | | | — | | | — | | | 279 | | | 279 | | | 13 | | | 292 | |
Redemption of OP Units for common stock | | | | 7,500 | | | — | | | 80 | | | — | | | 1 | | | 81 | | | (81) | | | — | |
Balance as of June 30, 2024 | | | | 612,594,044 | | | $ | 6,126 | | | $ | 11,159,835 | | | $ | (1,198,481) | | | $ | 63,981 | | | $ | 10,031,461 | | | $ | 35,248 | | | $ | 10,066,709 | |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
INVITATION HOMES INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (continued)
For the Three and Six Months Ended June 30, 2023
(in thousands, except share and per share data)
(unaudited)
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| | | | Common Stock | | | | | | | | | | | | |
| | | | Number of Shares | | Amount | | Additional Paid-in Capital | | Accumulated Deficit | | Accumulated Other Comprehensive Income | | Total Stockholders' Equity | | Non-Controlling Interests | | Total Equity |
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Balance as of March 31, 2023 | | | | 611,863,780 | | | $ | 6,119 | | | $ | 11,136,457 | | | $ | (989,431) | | | $ | 66,326 | | | $ | 10,219,471 | | | $ | 33,032 | | | $ | 10,252,503 | |
Capital distributions | | | | — | | | — | | | — | | | — | | | — | | | — | | | (855) | | | (855) | |
Net income | | | | — | | | — | | | — | | | 137,864 | | | — | | | 137,864 | | | 418 | | | 138,282 | |
Dividends and dividend equivalents declared ($0.26 per share) | | | | — | | | — | | | — | | | (159,493) | | | — | | | (159,493) | | | — | | | (159,493) | |
Issuance of common stock — settlement of RSUs, net of tax | | | | 92,390 | | | 1 | | | (598) | | | — | | | — | | | (597) | | | — | | | (597) | |
Share-based compensation expense | | | | — | | | — | | | 5,970 | | | — | | | — | | | 5,970 | | | 96 | | | 6,066 | |
Total other comprehensive income | | | | — | | | — | | | — | | | — | | | 46,658 | | | 46,658 | | | 144 | | | 46,802 | |
Balance as of June 30, 2023 | | | | 611,956,170 | | | $ | 6,120 | | | $ | 11,141,829 | | | $ | (1,011,060) | | | $ | 112,984 | | | $ | 10,249,873 | | | $ | 32,835 | | | $ | 10,282,708 | |
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| | | | Common Stock | | | | | | | | | | | | |
| | | | Number of Shares | | Amount | | Additional Paid-in Capital | | Accumulated Deficit | | Accumulated Other Comprehensive Income | | Total Stockholders' Equity | | Non-Controlling Interests | | Total Equity |
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Balance as of December 31, 2022 | | | | 611,411,382 | | | $ | 6,114 | | | $ | 11,138,463 | | | $ | (951,220) | | | $ | 97,985 | | | $ | 10,291,342 | | | $ | 32,289 | | | $ | 10,323,631 | |
Capital distributions | | | | — | | | — | | | — | | | — | | | — | | | — | | | (1,346) | | | (1,346) | |
Net income | | | | — | | | — | | | — | | | 258,106 | | | — | | | 258,106 | | | 760 | | | 258,866 | |
Dividends and dividend equivalents declared ($0.52 per share) | | | | — | | | — | | | — | | | (317,946) | | | — | | | (317,946) | | | — | | | (317,946) | |
Issuance of common stock — settlement of RSUs, net of tax | | | | 544,788 | | | 6 | | | (8,133) | | | — | | | — | | | (8,127) | | | — | | | (8,127) | |
Share-based compensation expense | | | | — | | | — | | | 11,499 | | | — | | | — | | | 11,499 | | | 1,065 | | | 12,564 | |
Total other comprehensive income | | | | — | | | — | | | — | | | — | | | 14,999 | | | 14,999 | | | 67 | | | 15,066 | |
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Balance as of June 30, 2023 | | | | 611,956,170 | | | $ | 6,120 | | | $ | 11,141,829 | | | $ | (1,011,060) | | | $ | 112,984 | | | $ | 10,249,873 | | | $ | 32,835 | | | $ | 10,282,708 | |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
INVITATION HOMES INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| | | | | | | | | | | | | | | | |
| | |
| | For the Six Months Ended June 30, | | |
| | 2024 | | 2023 | | |
Operating Activities: | | | | | | |
Net income | | $ | 216,217 | | | $ | 258,866 | | | |
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Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | |
Depreciation and amortization | | 351,935 | | | 330,432 | | | |
Share-based compensation expense | | 15,392 | | | 12,564 | | | |
Amortization of deferred financing costs | | 8,400 | | | 7,872 | | | |
Amortization of debt discounts | | 1,317 | | | 803 | | | |
Provisions for impairment | | 60 | | | 259 | | | |
Gains on investments in equity and other securities, net | | (1,295) | | | (612) | | | |
Gain on sale of property, net of tax | | (93,765) | | | (76,459) | | | |
Change in fair value of derivative instruments | | 4,643 | | | 4,670 | | | |
Losses from investments in unconsolidated joint ventures, net of operating distributions | | 11,826 | | | 7,688 | | | |
Other non-cash amounts included in net income | | 11,353 | | | 2,108 | | | |
Changes in operating assets and liabilities: | | | | | | |
Other assets, net | | (40,780) | | | (22,801) | | | |
Accounts payable and accrued expenses | | 150,233 | | | 65,959 | | | |
Resident security deposits | | (622) | | | 1,456 | | | |
Other liabilities | | 468 | | | 5,936 | | | |
Net cash provided by operating activities | | 635,382 | | | 598,741 | | | |
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Investing Activities: | | | | | | |
Amounts deposited and held by others | | (2,013) | | | (31,410) | | | |
Acquisition of single-family residential properties | | (244,337) | | | (119,019) | | | |
Initial renovations to single-family residential properties | | (14,441) | | | (9,500) | | | |
Other capital expenditures for single-family residential properties | | (99,132) | | | (102,804) | | | |
Proceeds from sale of single-family residential properties | | 218,751 | | | 215,742 | | | |
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Repayment proceeds from retained debt securities | | 441 | | | 335 | | | |
Investments in equity securities | | (511) | | | (32,282) | | | |
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Investments in unconsolidated joint ventures | | (38,928) | | | (250) | | | |
Non-operating distributions from unconsolidated joint ventures | | 5,460 | | | 5,687 | | | |
Other investing activities | | (25,490) | | | (18,484) | | | |
Net cash used in investing activities | | (200,200) | | | (91,985) | | | |
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Financing Activities: | | | | | | |
Payment of dividends and dividend equivalents | | (344,938) | | | (319,552) | | | |
Distributions to non-controlling interests | | (1,564) | | | (1,346) | | | |
Payment of taxes related to net share settlement of RSUs | | (10,630) | | | (8,127) | | | |
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Payments on mortgage loans | | (10,448) | | | (10,085) | | | |
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Payments on secured term loan | | (83) | | | (234) | | | |
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Deferred financing costs paid | | — | | | (453) | | | |
Other financing activities | | (1,825) | | | (1,353) | | | |
Net cash used in financing activities | | (369,488) | | | (341,150) | | | |
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Change in cash, cash equivalents, and restricted cash | | 65,694 | | | 165,606 | | | |
Cash, cash equivalents, and restricted cash, beginning of period (Note 4) | | 897,484 | | | 453,927 | | | |
Cash, cash equivalents, and restricted cash, end of period (Note 4) | | $ | 963,178 | | | $ | 619,533 | | | |
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INVITATION HOMES INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(in thousands)
(unaudited)
| | | | | | | | | | | | | | | | |
| | |
| | For the Six Months Ended June 30, | | |
| | 2024 | | 2023 | | |
| | | | | | |
Supplemental cash flow disclosures: | | | | | | |
Interest paid, net of amounts capitalized | | $ | 167,247 | | | $ | 146,284 | | | |
Interest capitalized as investments in single-family residential properties, net | | 1,148 | | | 1,038 | | | |
Cash paid for income taxes | | 94 | | | 26 | | | |
Cash paid for amounts included in the measurement of lease liabilities: | | | | | | |
Operating cash flows from operating leases | | 3,287 | | | 3,103 | | | |
Financing cash flows from finance leases | | 1,825 | | | 1,347 | | | |
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Non-cash investing and financing activities: | | | | | | |
Accrued renovation improvements at period end | | $ | 1,507 | | | $ | 1,165 | | | |
Accrued residential property capital improvements at period end | | 10,687 | | | 5,991 | | | |
Transfer of residential property, net to other assets, net for held for sale assets | | 64,070 | | | 78,423 | | | |
Change in other comprehensive income (loss) from cash flow hedges | | (4,350) | | | 10,434 | | | |
ROU assets obtained in exchange for operating lease liabilities | | 14,408 | | | 59 | | | |
ROU assets obtained in exchange for finance lease liabilities | | 4,002 | | | 1,175 | | | |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
INVITATION HOMES INC.
NOTES TO CONDENSED 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, and its wholly owned subsidiaries (collectively, the “Manager”), we provide all management and other administrative services with respect to the properties we own. The Manager also provides professional property and asset management services to portfolio owners of single-family homes for lease, including our investments in unconsolidated joint ventures.
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 par value per share. In connection with certain pre-IPO reorganization transactions, INVH LP became (1) owned by INVH directly and through Invitation Homes OP GP LLC, a wholly owned subsidiary of INVH (the “General Partner”), and (2) the owner of all of the assets, liabilities, and operations of certain pre-IPO ownership entities. These transactions were accounted for as a reorganization of entities under common control utilizing historical cost basis.
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, 2024, 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, 2023.
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, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2024.
INVITATION HOMES INC.
NOTES TO CONDENSED 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, 2024 and December 31, 2023, and the condensed consolidated statements of operations for the three and six months ended June 30, 2024 and 2023 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 high interest rates), high unemployment levels, uncertainty in financial markets (including as a result of events affecting financial institutions, such as recent bank failures), ongoing geopolitical tension, and a general decline in business activity and/or consumer confidence. These factors could adversely affect (i) our ability to acquire, dispose of, or effectively manage 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, bank failures, and high 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.
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, 2023.
INVITATION HOMES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
(unaudited)
Recent Accounting Pronouncements
In August 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-05, Business Combinations (Subtopic 805-60): Joint Venture Formations, which clarifies the business combination accounting for joint venture formations. The ASU is intended to reduce diversity in practice that has resulted from a lack of authoritative guidance regarding the accounting for the formation of joint ventures in separate financial statements. The ASU also seeks to clarify the initial measurement of joint venture net assets, including businesses contributed to a joint venture. The updated standard is effective for all joint venture formations with a formation date on or after January 1, 2025. Early adoption and retrospective application of the amendments are permitted. We are currently evaluating the impact of this ASU on our condensed consolidated financial statements and disclosures.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The updated standard is effective for annual reporting periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of this ASU on our condensed consolidated financial statements and disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the transparency and effectiveness of income tax disclosures. The updated standard is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of this ASU on our condensed consolidated financial statements and disclosures.
Recent SEC Rules
In March 2024, the SEC adopted the final rule under SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors. Subsequent to issuance, the rules became the subject of litigation, and the SEC has issued a stay to allow the legal process to proceed. Unless legal challenges to the rule prevail or the effective date is delayed, this rule will require registrants to disclose certain climate-related information in registration statements and annual reports, and the revisions to Regulation S-X would apply to our financial statements beginning with our fiscal year ending December 31, 2025. We are currently assessing the effect of these new rules on our condensed consolidated financial statements and disclosures.
Note 3—Investments in Single-Family Residential Properties
The following table sets forth the net carrying amount associated with our properties by component:
| | | | | | | | | | | | | | |
| | June 30, 2024 | | December 31, 2023 |
Land | | $ | 4,867,893 | | | $ | 4,881,890 | |
Single-family residential property | | 16,176,181 | | | 15,977,256 | |
Capital improvements | | 569,463 | | | 565,214 | |
Equipment | | 129,143 | | | 127,536 | |
Total gross investments in the properties | | 21,742,680 | | | 21,551,896 | |
Less: accumulated depreciation | | (4,577,872) | | | (4,262,682) | |
Investments in single-family residential properties, net | | $ | 17,164,808 | | | $ | 17,289,214 | |
| | | | |
As of June 30, 2024 and December 31, 2023, the carrying amount of the residential properties above includes $136,780 and $135,004, respectively, of capitalized acquisition costs (excluding purchase price), along with $78,805 and $78,073, respectively, of capitalized interest, $31,074 and $30,531, respectively, of capitalized property taxes, $5,101 and $5,037, respectively, of capitalized insurance, and $3,724 and $3,691, respectively, of capitalized homeowners’ association (“HOA”) fees.
INVITATION HOMES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
(unaudited)
During the three months ended June 30, 2024 and 2023, we recognized $173,319, and $163,022, respectively, of depreciation expense related to the components of the properties, and $3,303 and $2,737, 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. During the three months ended June 30, 2023, impairments totaling $81 have been recognized and are included in impairment and other in the condensed consolidated statements of operations. There were no such impairments during the three months ended June 30, 2024. See Note 11 for additional information regarding these impairments.
During the six months ended June 30, 2024 and 2023, we recognized $345,237, and $325,106, respectively, of depreciation expense related to the components of the properties, and $6,698 and $5,326, 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, 2024 and 2023, impairments totaling $60 and $259, 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, 2024 | | | | December 31, 2023 | | |
Cash and cash equivalents | | $ | 749,398 | | | | | $ | 700,618 | | | |
Restricted cash | | 213,780 | | | | | 196,866 | | | |
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows | | $ | 963,178 | | | | | $ | 897,484 | | | |
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.
INVITATION HOMES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
(unaudited)
The balances of our restricted cash accounts, as of June 30, 2024 and December 31, 2023, are set forth in the table below. As of June 30, 2024 and December 31, 2023, 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, 2024 | | December 31, 2023 |
Resident security deposits | | $ | 183,139 | | | $ | 181,097 | |
Property taxes | | 15,286 | | | 2,014 | |
Collections | | 9,811 | | | 8,278 | |
Letters of credit | | 2,556 | | | 2,489 | |
Capital expenditures | | 2,297 | | | 2,297 | |
Special and other reserves | | 691 | | | 691 | |
Total | | $ | 213,780 | | | $ | 196,866 | |
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, 2024 and December 31, 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Number of Properties Owned | | Carrying Value |
| | Ownership Percentage | | June 30, 2024 | | December 31, 2023 | | June 30, 2024 | | December 31, 2023 |
Pathway Property Company(1) | | 100.0% | | 558 | | 504 | | $ | 113,542 | | | $ | 120,639 | |
2020 Rockpoint JV(1) | | 20.0% | | 2,607 | | 2,609 | | 59,764 | | | 62,578 | |
Upward America JV(2) | | 7.2% | | 3,720 | | N/A | | 37,841 | | | — | |
FNMA(3) | | 10.0% | | 401 | | 426 | | 26,494 | | | 32,303 |
Pathway Operating Company(4) | | 15.0% | | N/A | | N/A | | 20,815 | | 21,008 | |
2022 Rockpoint JV(1) | | 16.7% | | 319 | | 309 | | 10,352 | | | 10,638 | |
| | | | | | | | | | |
Total | | $ | 268,808 | | | $ | 247,166 | |
(1)Owns homes in markets within the Western United States, Southeast United States, Florida, and Texas.
(2)Owns homes in markets within the Southeast United States, Florida, Minnesota, Tennessee, and Texas.
(3)Owns homes within the Western United States.
(4)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, 2024, 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.
INVITATION HOMES INC.
NOTES TO CONDENSED 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.
In April 2024, we entered into an agreement with Upward America Venture LP (“UA Venture”) to form a joint venture that will own homes in markets where we already own homes (the “Upward America JV”). As of June 30, 2024, we have invested $38,181 in a portfolio of approximately 3,700 single-family residential properties owned by the Upward America JV. Management of the Upward America JV is exclusively vested in a wholly owned subsidiary of UA Venture that serves as the general partner of the Upward America JV. In August 2024, a wholly owned subsidiary of INVH LP will begin providing property and asset management services for the Upward America JV homes in which we own an interest and an additional 700 homes owned by the Upward America 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, 2024, we have funded $10,692 to the 2022 Rockpoint JV, and our remaining equity commitment is $39,308. 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, 2024 and 2023, totaling $5,482 and $2,030, respectively, and for the six months ended June 30, 2024 and 2023, totaling $10,620 and $6,185, 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, 2024 and 2023, we earned $3,594 and $3,448, respectively, and for the six months ended June 30, 2024 and 2023, we earned $7,106 and $6,823, respectively, of management fees which are included in management fee revenues in the condensed consolidated statements of operations (see Note 6 for additional information regarding total management fee revenues).
INVITATION HOMES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
(unaudited)
Note 6—Other Assets
As of June 30, 2024 and December 31, 2023, the balances in other assets, net are as follows:
| | | | | | | | | | | | | | |
| | June 30, 2024 | | December 31, 2023 |
Amounts deposited and held by others | | $ | 106,709 | | | $ | 92,151 | |
Investments in debt securities, net | | 86,206 | | | 86,471 | |
Derivative instruments (Note 8) | | 71,137 | | | 75,488 | |
Rent and other receivables, net | | 68,053 | | | 60,810 | |
Prepaid expenses | | 57,718 | | | 47,770 | |
Investments in equity and other securities | | 56,174 | | | 55,991 | |
Corporate fixed assets, net | | 39,015 | | | 31,474 | |
ROU lease assets — operating and finance, net | | 28,531 | | | 13,532 | |
Held for sale assets(1) | | 26,543 | | | 46,203 | |
Deferred financing costs, net | | 1,510 | | | 2,972 | |
| | | | |
Other | | 42,846 | | | 16,034 | |
Total | | $ | 584,442 | | | $ | 528,896 | |
(1)As of June 30, 2024 and December 31, 2023, 118 and 189 properties, respectively, are classified as held for sale.
Investments in Debt Securities, net
In connection with certain of our Securitizations (as defined in Note 7), we have retained and purchased certificates totaling $86,206, net of unamortized discounts of $1,056 as of June 30, 2024. These investments in debt securities are classified as held to maturity investments. As of June 30, 2024, 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 three 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, 2024 and 2023, rental revenues and other property income includes $40,077 and $37,063 of variable lease payments, respectively. For the six months ended June 30, 2024 and 2023, rental revenues and other property income includes $81,922 and $72,574 of variable lease payments, respectively.
INVITATION HOMES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
(unaudited)
Future minimum rental revenues and other property income under leases on our single-family residential properties in place as of June 30, 2024 are as follows:
| | | | | | | | |
Year | | Lease Payments to be Received |
Remainder of 2024 | | $ | 936,347 | |
2025 | | 703,952 | |
2026 | | 71,119 | |
2027 | | — | |
2028 | | — | |
Thereafter | | — | |
Total | | $ | 1,711,418 | |
Management fee revenues and the corresponding receivables are related to property and asset management services provided to portfolio owners of single-family homes for lease, including investments in our unconsolidated joint ventures (see Note 5). Our services include resident support, maintenance, marketing, and administrative functions. Revenues are recognized as performance obligations are satisfied in accordance with the underlying agreements, and the performance obligation is the management of the homes, entities, or other defined tasks. While the performance obligations associated with base management fees can vary from day to day, the nature of the overall performance obligation to provide management services is the same and considered by us to be a series of services that have the same pattern of transfer to the customer and the same method to measure progress toward satisfaction of the performance obligation. As of June 30, 2024 and 2023, we provided property and asset management services for 21,146 and 3,641 homes, respectively, of which 3,885 and 3,641 homes, respectively, were owned by our unconsolidated joint ventures. For the three months ended June 30, 2024 and 2023, we earned management fees totaling $15,976 and $3,448, respectively. For the six months ended June 30, 2024 and 2023, we earned management fees totaling $29,918 and $6,823, respectively. These revenues are included in management fee revenues in the condensed consolidated statements of operations.
Investments in Equity and Other Securities
We hold investments in equity and other 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, 2024 and December 31, 2023, the values of our investments in equity and other securities are as follows:
| | | | | | | | | | | | | | |
| | June 30, 2024 | | December 31, 2023 |
Investments without a readily determinable fair value | | $ | 55,197 | | | $ | 54,686 | |
Investments with a readily determinable fair value | | 977 | | | 1,305 | |
Total | | $ | 56,174 | | | $ | 55,991 | |
INVITATION HOMES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
(unaudited)
The components of gains (losses) on investments in equity and other securities, net as of three and six months ended June 30, 2024 and 2023 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the Three Months Ended June 30, | | For the Six Months Ended June 30, | | | | |
| | | | | | | | |
| | 2024 | | 2023 | | 2024 | | 2023 | | | | |
Net gains recognized on investments sold during the reporting period | | $ | 1,623 | | | $ | — | | | $ | 1,623 | | | $ | — | | | | | |
Net unrealized gains (losses) on investments still held at the reporting date — with a readily determinable fair value | | (119) | | | 524 | | | (328) | | | 612 | | | | | |
| | | | | | | | | | | | |
Total | | $ | 1,504 | | | $ | 524 | | | $ | 1,295 | | | $ | 612 | | | | | |
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, 2024 and December 31, 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | June 30, 2024 | | December 31, 2023 |
| | Operating Leases | | Finance Leases | | Operating Leases | | Finance Leases |
Other assets | | $ | 21,869 | | | $ | 6,662 | | | $ | 9,236 | | | $ | 4,296 | |
Other liabilities (Note 14) | | 23,786 | | | 5,973 | | | 11,097 | | | 3,796 | |
Weighted average remaining lease term | | 7.5 years | | 3.5 years | | 3.3 years | | 2.9 years |
Weighted average discount rate | | 5.5% | | 6.1% | | 3.6% | | 5.2% |
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 F