Invitation Homes Inc. (INVH)
SIC breadcrumb: Finance, Insurance, And Real Estate > Real Estate > SIC 6510 Real Estate Operators (No Developers) & Lessors
SEC company page: https://www.sec.gov/edgar/browse/?CIK=1687229. Latest filing source: 0001687229-26-000016.
Informational only - descriptive public-record data, not investment advice.
Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
|---|---|---|---|---|
| Revenue | 2,729,296,000 | USD | 2025 | 2026-02-19 |
| Net income | 587,924,000 | USD | 2025 | 2026-02-19 |
| Assets | 18,680,290,000 | USD | 2025 | 2026-02-19 |
Financials
Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-19. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001687229.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.
| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | 1,764,685,000 | 1,822,828,000 | 1,996,615,000 | 2,238,121,000 | 2,432,278,000 | 2,618,942,000 | 2,729,296,000 | |||
| Net income | -78,239,000 | -105,337,000 | -4,927,000 | 145,463,000 | 196,212,000 | 261,425,000 | 383,329,000 | 519,470,000 | 453,917,000 | 587,924,000 |
| Diluted EPS | -0.26 | -0.01 | 0.27 | 0.35 | 0.45 | 0.63 | 0.85 | 0.74 | 0.96 | |
| Operating cash flow | 250,126,000 | 262,970,000 | 561,241,000 | 662,130,000 | 696,712,000 | 907,660,000 | 1,023,587,000 | 1,107,088,000 | 1,081,805,000 | 1,206,230,000 |
| Dividends paid | 0.00 | 68,997,000 | 230,072,000 | 276,681,000 | 332,151,000 | 393,812,000 | 539,033,000 | 638,129,000 | 689,244,000 | 712,842,000 |
| Share buybacks | 0.00 | 0.00 | 53,207,000 | |||||||
| Assets | 9,732,351,000 | 18,683,638,000 | 18,063,428,000 | 17,392,910,000 | 17,506,222,000 | 18,537,846,000 | 18,536,708,000 | 19,220,967,000 | 18,700,951,000 | 18,680,290,000 |
| Liabilities | 7,774,928,000 | 10,033,763,000 | 9,694,242,000 | 9,126,832,000 | 8,950,149,000 | 8,699,042,000 | 8,213,077,000 | 9,030,532,000 | 8,908,442,000 | 9,112,398,000 |
| Stockholders' equity | 8,498,085,000 | 8,229,111,000 | 8,214,422,000 | 8,504,825,000 | 9,797,742,000 | 10,291,342,000 | 10,155,971,000 | 9,756,764,000 | 9,530,132,000 | |
| Cash and cash equivalents | 198,119,000 | 179,878,000 | 144,940,000 | 92,258,000 | 213,422,000 | 610,166,000 | 262,870,000 | 700,618,000 | 174,491,000 | 129,971,000 |
Ratios
| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|
| Net margin | 8.24% | 10.76% | 13.09% | 17.13% | 21.36% | 17.33% | 21.54% | |||
| Return on equity | -1.24% | -0.06% | 1.77% | 2.31% | 2.67% | 3.72% | 5.11% | 4.65% | 6.17% | |
| Return on assets | -0.80% | -0.56% | -0.03% | 0.84% | 1.12% | 1.41% | 2.07% | 2.70% | 2.43% | 3.15% |
| Liabilities / equity | 1.18 | 1.18 | 1.11 | 1.05 | 0.89 | 0.80 | 0.89 | 0.91 | 0.96 |
Financial Charts
Quarterly
Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-30. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001687229.json.
| Quarter | End Date | Revenue | Net Income | Diluted EPS | Method |
|---|---|---|---|---|---|
| 2022-Q2 | 2022-06-30 | 0.18 | reported discrete quarter | ||
| 2022-Q3 | 2022-09-30 | 0.13 | reported discrete quarter | ||
| 2023-Q1 | 2023-03-31 | 0.20 | reported discrete quarter | ||
| 2023-Q2 | 2023-06-30 | 600,372,000 | 137,864,000 | 0.22 | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 617,695,000 | 131,818,000 | 0.21 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 624,321,000 | 129,546,000 | derived Q4 = FY annual - nine-month YTD | |
| 2024-Q1 | 2024-03-31 | 646,039,000 | 142,350,000 | 0.23 | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 653,451,000 | 73,188,000 | 0.12 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 660,322,000 | 95,269,000 | 0.15 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 659,130,000 | 143,110,000 | derived Q4 = FY annual - nine-month YTD | |
| 2025-Q1 | 2025-03-31 | 674,479,000 | 165,745,000 | 0.27 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 681,401,000 | 140,887,000 | 0.23 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 688,166,000 | 136,738,000 | 0.22 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 685,250,000 | 144,554,000 | derived Q4 = FY annual - nine-month YTD | |
| 2026-Q1 | 2026-03-31 | 734,112,000 | 160,508,000 | 0.26 | reported discrete quarter |
Quarterly Charts
Macro Cross-References
- CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- UNRATE - Unemployment Rate
- FEDFUNDS - Federal Funds Effective Rate
- CES0500000003 - Average Hourly Earnings of All Employees, Total Private
- DFEDTARU - Federal Funds Target Range - Upper Limit
- DFEDTARL - Federal Funds Target Range - Lower Limit
- DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
- CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
- CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
- PCEPI - Personal Consumption Expenditures: Chain-type Price Index
- PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- PPIACO - Producer Price Index by Commodity: All Commodities
- T10YIE - 10-Year Breakeven Inflation Rate
- U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- PAYEMS - All Employees, Total Nonfarm
- CIVPART - Labor Force Participation Rate
- EMRATIO - Employment-Population Ratio
- UNEMPLOY - Unemployed
- CE16OV - Employment Level
- ICSA - Initial Claims
- JTSJOL - Job Openings: Total Nonfarm
- JTSQUR - Quits: Total Nonfarm
- GDPC1 - Real Gross Domestic Product
- A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
- INDPRO - Industrial Production: Total Index
- TCU - Capacity Utilization: Total Index
- HOUST - New Privately-Owned Housing Units Started: Total Units
- PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- RSAFS - Advance Retail Sales: Retail Trade
- PCE - Personal Consumption Expenditures
- DSPIC96 - Real Disposable Personal Income
- PSAVERT - Personal Saving Rate
- M2SL - M2
- BOPGSTB - U.S. International Trade in Goods and Services: Balance
- MSPUS - Median Sales Price of Houses Sold for the United States
- HSN1F - New One Family Houses Sold: United States
- RHORUSQ156N - Homeownership Rate in the United States
- TTLCONS - Total Construction Spending: Total Construction in the United States
- RRVRUSQ156N - Rental Vacancy Rate in the United States
- TOTALSL - Total Consumer Credit Owned and Securitized
- REVOLSL - Revolving Consumer Credit Owned and Securitized
- DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
- GDP - Gross Domestic Product
- GPDI - Gross Private Domestic Investment
- GCE - Government Consumption Expenditures and Gross Investment
- PCEC - Personal Consumption Expenditures
- NETEXP - Net Exports of Goods and Services
- GFDEBTN - Federal Debt: Total Public Debt
- GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- FYFSD - Federal Surplus or Deficit
- FGRECPT - Federal Government Current Receipts
- FGEXPND - Federal Government: Current Expenditures
- MANEMP - All Employees, Manufacturing
- USCONS - All Employees, Construction
- USTRADE - All Employees, Retail Trade
- USFIRE - All Employees, Financial Activities
- USGOVT - All Employees, Government
- AWHAETP - Average Weekly Hours of All Employees, Total Private
- DGORDER - Manufacturers' New Orders: Durable Goods
- NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- BUSINV - Total Business Inventories
- EXPGS - Exports of Goods and Services
- IMPGS - Imports of Goods and Services
- IR - Import Price Index (End Use): All Commodities
- PPIFIS - Producer Price Index by Commodity: Final Demand
Latest quarter (10-Q)
Latest 10-Q source: 0001687229-26-000032.
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. As of March 31, 2026, we wholly own 85,970 homes for lease, jointly own 8,016 homes for lease, and provide professional third-party property and asset management services for an additional 15,759 homes, all of which are primarily located in 16 core markets across the country. These homes help meet the needs of a growing share of Americans who count on the ease, flexibility, and savings of leasing. We provide our residents access to updated homes with features they value, as well as close proximity to jobs and good schools. The continued demand for our product proves that the choice and flexibility we offer are attractive to many people.
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 wholly and jointly owned portfolios 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 both the homes we own and those we manage on behalf of others.
The portfolio of homes we own average approximately 1,880 square feet with three to four 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.
We are committed to increasing the supply of quality housing in the markets where we operate. We believe that the United States faces a meaningful shortage of housing, and we are taking steps to address this challenge through multiple channels, including acquiring newly built homes from homebuilders, developing homes through our in-house development arm, and extending financing to experienced developers through our construction lending channel.
On January 14, 2026, we acquired ResiBuilt Homes, LLC (“ResiBuilt”), a leading fee homebuilder specializing in single-family rental communities with expertise in land development and construction general contracting across high-growth Southeast markets. The acquisition is a natural extension of our business and supports our growth strategy by adding homebuilding capabilities to our platform. By bringing land development and construction expertise in-house, we gain greater operational control over the development process, enhance cost efficiency, and strengthen our ability to execute on growth opportunities in strategically important markets. We believe this internal development capacity will support our long-term growth strategy by providing a reliable pipeline of purpose-built rental homes tailored to our operational and quality standards.
In May 2025, we launched a developer lending program to selectively provide financing to experienced, successful, and relationship-driven homebuilders for the development of new single-family home communities that may serve as future acquisition opportunities. This initiative is intended to support the creation of new housing supply in markets with strong demand and to complement our traditional property acquisition strategy. Together, these initiatives reflect our broader commitment to expanding housing supply and availability while creating attractive growth opportunities for our business.
At Invitation Homes, we are committed to creating a better way to live and to being a force for positive change, which is underscored by our company purpose to Unlock the Power of Home™. Our Genuine CARE™ values serve as the foundation for our work, and the underlying principles of clear communication, integrity, responsibility, innovation, adaptability, and a welcoming workplace are designed to create an authentic experience for our residents, shareholders, and associates. We also
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work to advance sustainability, which is an important part of our strategic business objectives and is critical to our long-term success.
Our commitment to high-touch customer service continuously enhances residents’ living experiences and provides an environment where individuals and families can thrive. Many of our residents are first responders, healthcare workers, teachers, and other essential members of their communities, people who dedicate themselves to serving others every day. We are honored to serve them in return, and we work hard to ensure they come home to a place of comfort and security. Each aspect of our operations — whether in our corporate headquarters or field offices located in our 16 core 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 culture that values respect, opportunity, and belonging. We also place a strong emphasis on the impact we have in our communities and on the environment in general, and we continue to support programs that demonstrate those commitments. In addition, we operate under strong, well-defined governance practices and are dedicated to adhering to the highest ethical standards at all times.
Impact of Macroeconomic Trends
General economic conditions in the United States have continued to fluctuate in recent quarters. While inflationary pressures have moderated from prior peaks, they remain elevated, and interest rates remain subject to volatility and uncertainty. These factors, together with ongoing uncertainty in financial and capital markets, geopolitical tensions, evolving trade and tariff policies, labor market conditions, and a general decline in consumer confidence could adversely affect (i) our occupancy levels, rental rates, and collections, (ii) our ability to acquire or dispose of properties on economically favorable terms, (iii) our access to financial markets on attractive terms, or at all, and (iv) the value of our homes and our business that could cause us to recognize impairments in the value of our tangible assets or goodwill. Broader inflationary pressures and market conditions may contribute to increases in operating costs that are outside of our control, including property taxes, utilities, and insurance costs (including higher premiums and deductibles, more restrictive terms, or reduced availability of coverage), which could adversely affect our results of operations. In addition, consumer confidence and spending may decline in response to changes in fiscal and monetary policy, reductions in income or asset values, and other macroeconomic factors. Labor shortages and inflationary increases in labor and material costs have impacted and may continue to impact certain aspects of our business. Imposition or increase of tariffs and trade restrictions by the United States on imports from certain countries and counter-tariffs in response could lead to increased costs and supply chain disruptions. Any of these factors could have a material adverse effect on our business and results of operations, as well as on the price of our common stock.
The regulatory landscape affecting institutional ownership and acquisition of single-family rental properties continues to evolve. Executive actions, and potential federal and state legislation or regulations, aimed at limiting institutional ownership and acquisition of single-family homes could limit our ability to acquire additional homes, require us to modify our growth, investment, development, or disposition strategies, reduce the scale or efficiency of our operations, increase compliance costs, subject us to increased regulatory scrutiny, or otherwise adversely affect market dynamics, our business, and results of operations.In addition, expanded tenant-protection and rent regulation requirements (whether enacted or proposed) could increase our operating costs, reduce revenue, limit operational flexibility, and increase litigation and regulatory enforcement risk.
While the degree to which we may continue to be affected by these macroeconomic challenges largely depends on the nature and duration of uncertain and unpredictable events, we believe that we are well suited to endure a shifting macroeconomic environment due to our diversification and resiliency. For further discussion of risks related to general economic conditions, see Part I. Item 1A. “Risk Factors — Risks Related to Our Business Environment 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
Potential consequences of global climate change may range from more frequent extreme weather events to governmental policy developments and shifts in consumer preferences, which have the potential individually or collectively to disrupt our business as well as negatively affect our suppliers, contractors, and residents. Physical, regulatory, and transition risks from climate change may significantly reduce our revenues and profitability or cause us to generate losses. We are subject to
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evolving 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.
Evolving laws and regulations or any changed interpretation of such laws and regulations may require us to make costly improvements to our properties resulting in increased operating costs and compliance burdens. Choosing not to enhance our homes’ resource efficiency could make our portfolio less attractive to residents and investors. If we fail to manage transition risks effectively, our profitability and cash flow could suffer.
We recognize that climate change could have a significant impact on our portfolio of homes 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 consider physical risks, including the potential for natural disasters such as hurricanes, floods, and wildfires, when assessing our portfolio of homes and our business processes.
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 comprehensive enterprise risk management program. Our board of directors, through its Audit Committee and Nominating and Corporate Governance Committee, is responsible for oversight o
[Excerpt truncated for page length; source filing is linked above.]
Latest 10-K MD&A
ITEM 7. 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 together with Part I. Item 1. “Business” and the consolidated financial statements, including the notes thereto, that are included elsewhere in this 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,” “Forward-Looking Statements,” or in other parts of this report.
For similar operating and financial data and discussion of our results for the year ended December 31, 2024 compared to the year ended December 31, 2023, refer to Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K which was filed with the SEC on February 27, 2025 (the “2024 10-K”). The sections entitled “Result of Operations — Year Ended December 31, 2024 Compared to Year Ended December 31, 2023” and “Cash Flows — Year Ended December 31, 2024 Compared to Year Ended December 31, 2023” in Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Result of Operations” of our 2024 10-K are incorporated herein by reference.
Capitalized terms used without definition have the meaning provided elsewhere in this Annual Report on Form 10-K.
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. As of December 31, 2025, we wholly own 86,192 homes for lease, jointly own 8,006 homes for lease, and provide professional third-party property and asset management services for an additional 15,866 homes, all of which are primarily located in 16 core markets across the country. These homes help meet the needs of a growing share of Americans who count on the ease, flexibility, and savings of leasing. We provide our residents
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access to updated homes with features they value, as well as close proximity to jobs and good schools. The continued demand for our product proves that the choice and flexibility we offer are attractive to many people.
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 wholly and jointly owned portfolios 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 both the homes we own and those we manage on behalf of others.
The portfolio of homes we own average approximately 1,880 square feet with three to four 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.
On January 14, 2026, we acquired ResiBuilt, a leading fee homebuilder specializing in single-family rental communities with expertise in land development and construction general contracting across high-growth Southeast markets. The acquisition is a natural extension of our business and supports our growth strategy by adding home building capabilities to our platform. By bringing land development and construction expertise in-house, we gain greater operational control over the development process, enhance cost efficiency, and strengthen our ability to execute on growth opportunities in strategically important markets. We believe this internal development capacity will support our long-term growth strategy by providing a reliable pipeline of purpose-built rental homes tailored to our operational and quality standards.
At Invitation Homes, we are committed to creating a better way to live and to being a force for positive change, which is underscored by our company purpose to Unlock the Power of Home™. Our Genuine CARE™ values serve as the foundation for our work, and the underlying principles of clear communication, integrity, responsibility, innovation, adaptability, and a welcoming workplace are designed to create an authentic experience for our residents, shareholders, and associates. We also work to advance sustainability, which is an important part of our strategic business objectives and is critical to our long-term success.
Our commitment to high-touch customer service continuously enhances residents’ living experiences and provides an environment where individuals and families can thrive. Many of our residents are first responders, healthcare workers, teachers, and other essential members of their communities, people who dedicate themselves to serving others every day. We are honored to serve them in return, and we work hard to ensure they come home to a place of comfort and security. Each aspect of our operations — whether in our corporate headquarters or field offices located in our 16 core 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 culture that values respect, opportunity, and belonging. We also place a strong emphasis on the impact we have in our communities and on the environment in general, and we continue to support programs that demonstrate those commitments. In addition, we operate under strong, well-defined governance practices and are dedicated to adhering to the highest ethical standards at all times.
61
Impact of Macroeconomic Trends
General economic conditions in the United States have continued to fluctuate in recent quarters. While inflationary pressures have moderated from prior peaks, they remain elevated, and interest rates remain subject to volatility and uncertainty. These factors, together with ongoing uncertainty in financial and capital markets, geopolitical tensions, evolving trade and tariff policies, labor market conditions, and a general decline in consumer confidence could adversely affect (i) our occupancy levels, rental rates, and collections, (ii) our ability to acquire or dispose of properties on economically favorable terms, (iii) our access to financial markets on attractive terms, or at all, and (iv) the value of our homes and our business that could cause us to recognize impairments in the value of our tangible assets or goodwill. Such macroeconomic conditions, and geopolitical events, may also negatively impact consumer income, credit availability, and spending, which may adversely impact our business, financial condition, cash flows, and results of operations, including the ability of our residents to pay rent. In addition, consumer confidence and spending may decline in response to changes in fiscal and monetary policy, reductions in income or asset values, and other macroeconomic factors. Labor shortages and inflationary increases in labor and material costs have impacted and may continue to impact certain aspects of our business. Imposition or increase of tariffs and trade restrictions by the United States on imports from certain countries and counter-tariffs in response could lead to increased costs and supply chain disruptions. Any of these factors could have a material adverse effect on our business and results of operations, as well as on the price of our common stock.
The regulatory landscape affecting institutional ownership and acquisition of single-family rental properties continues to evolve. Executive actions, and potential federal and state legislation or regulations, aimed at limiting institutional ownership and acquisition of single-family homes could limit our ability to acquire additional homes, require us to modify our growth, investment, development, or disposition strategies, reduce the scale or efficiency of our operations, increase compliance costs, subject us to increased regulatory scrutiny, or otherwise adversely affect market dynamics, our business, and results of operations.
While the degree to which we may continue to be affected by these macroeconomic challenges largely depends on the nature and duration of uncertain and unpredictable events, we believe that we are well suited to endure a shifting macroeconomic environment due to our diversification and resiliency. For further discussion of risks related to general economic conditions, see Part I. Item 1A. “Risk Factors — Risks Related to Our Business Environment and Industry — Our operating results are subject to general economic conditions and risks associated with our real estate assets.”
Climate Change
Potential consequences of global climate change may range from more frequent extreme weather events to governmental policy developments and shifts in consumer preferences, which have the potential individually or collectively to disrupt our business as well as negatively affect our suppliers, contractors, and residents. Physical, regulatory, and transition risks from climate change may significantly reduce our revenues and profitability or cause us to generate losses. We are subject to evolving 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.
Evolving laws and regulations or any changed interpretation of such laws and regulations may require us to make costly improvements to our properties resulting in increased operating costs and compliance burdens. Choosing not to enhance our homes’ resource efficiency could make our portfolio less attractive to residents and investors. If we fail to manage transition risks effectively, our profitability and cash flow could suffer.
We recognize that climate change could have a significant impact on our portfolio of homes 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 consider physical risks, including the potential for natural disasters such as hurricanes, floods, and wildfires, when assessing our portfolio of homes and our business processes.
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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 comprehensive enterprise risk management program. Our board of directors, through its Audit Committee and Nominating and Corporate Governance Committee, is responsible for oversight of our management of risks related to environmental issues, climate related risks, and social issues. For more information on risks related to climate change, see Part I. Item 1A. “Risk Factors — Risks Related to Sustainability, Corporate Responsibility, and Governance — 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 sustainability responsibilities, which could result in additional costs or risks and adversely impact our reputation, associate attraction and retention, and ability to raise capital.”
Other Matters
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. In December 2025, the SEC notified us that it had concluded this inquiry and did not intend to recommend any enforcement action.
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Our Portfolio
The following table provides summary information regarding our total and Same Store portfolios as of and for the year ended December 31, 2025 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 | 7,100 | 95.8% | $3,194 | $1.87 | 10.9 | % | |||||
| Northern California | 3,997 | 97.1% | 2,791 | 1.76 | 5.5 | % | |||||
| Seattle | 3,908 | 97.4% | 2,943 | 1.53 | 5.6 | % | |||||
| Phoenix | 9,200 | 96.7% | 2,074 | 1.22 | 9.5 | % | |||||
| Las Vegas | 3,391 | 96.6% | 2,244 | 1.14 | 3.7 | % | |||||
| Denver | 2,954 | 93.9% | 2,633 | 1.43 | 3.6 | % | |||||
| Western United States Subtotal | 30,550 | 96.4% | 2,613 | 1.49 | 38.8 | % | |||||
| Florida: | |||||||||||
| South Florida | 8,058 | 95.4% | 3,118 | 1.67 | 11.9 | % | |||||
| Tampa | 9,702 | 93.1% | 2,305 | 1.22 | 10.7 | % | |||||
| Orlando | 6,973 | 95.6% | 2,274 | 1.21 | 7.7 | % | |||||
| Jacksonville | 2,158 | 94.6% | 2,194 | 1.11 | 2.1 | % | |||||
| Florida Subtotal | 26,891 | 94.5% | 2,541 | 1.35 | 32.4 | % | |||||
| Southeast United States: | |||||||||||
| Atlanta | 12,624 | 95.4% | 2,097 | 1.01 | 12.6 | % | |||||
| Carolinas | 6,157 | 93.7% | 2,098 | 1.00 | 6.1 | % | |||||
| Southeast United States Subtotal | 18,781 | 94.9% | 2,097 | 1.01 | 18.7 | % | |||||
| Texas: | |||||||||||
| Houston | 2,559 | 92.0% | 1,952 | 0.98 | 2.3 | % | |||||
| Dallas | 3,554 | 90.9% | 2,264 | 1.11 | 3.6 | % | |||||
| Texas Subtotal | 6,113 | 91.1% | 2,139 | 1.06 | 5.9 | % | |||||
| Midwest United States: | |||||||||||
| Chicago | 2,448 | 95.2% | 2,499 | 1.56 | 2.8 | % | |||||
| Minneapolis | 1,035 | 94.4% | 2,414 | 1.23 | 1.2 | % | |||||
| Midwest United States Subtotal | 3,483 | 94.9% | 2,474 | 1.45 | 4.0 | % | |||||
| Other(5): | 374 | 68.4% | 2,128 | 1.11 | 0.2 | % | |||||
| Total / Average | 86,192 | 95.0% | $2,439 | $1.29 | 100.0 | % | |||||
| Same Store Total / Average | 76,819 | 96.8% | $2,450 | $1.31 | 91.7 | % |
(1)As of December 31, 2025.
(2)Represents average occupancy for the year ended December 31, 2025.
(3)Represents average monthly rent for the year ended December 31, 2025.
(4)Represents the percentage of rental revenues and other property income generated in each market for the year ended December 31, 2025.
(5)As of December 31, 2025, represents homes located in San Antonio, Salt Lake City, Austin, or Nashville, outside of our 16 core markets.
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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” 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 inflation, interest rate volatility, political dissension, labor market conditions, evolving regulatory landscape affecting institutional ownership and acquisition of single-family rental properties, and adverse global economic conditions. Additionally, each of these factors may also impact the results of operations and financial condition of our joint venture investments and those of third parties for whom we perform property and asset management services, which would impact the amount of management fee revenues and income (losses) from investments in unconsolidated joint ventures that we earn.
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 71.2% of our rental revenues and other property income during the year ended December 31, 2025. 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 inflation, elevated interest rates, political dissension, and labor shortfalls 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 inflationary trends and/or imposition of or increases in tariffs, we may experience, as we have in the past, increased costs for certain materials and services necessary to improve and maintain our homes. We continue to actively manage the impact of these factors 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 Development, Acquisitions, and Renovations: Future growth in rental revenues and other property income may be impacted by our ability to and the pace at which we identify and build or acquire homes and the time and cost required to renovate and lease those homes. We are also developing build-to-rent homes through third-party homebuilders and our ResiBuilt business, acquired in January 2026. Opportunities from these new construction channels are impacted by the availability of vacant developed lots, development land assets, and inventory of homes currently under construction or newly developed. 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
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competition for our target assets. All of these factors may be negatively impacted by current inflationary trends and elevated interest rates, potentially reducing the number of homes we acquire. The evolving regulatory landscape affecting institutional ownership and acquisition of single-family rental properties could also limit our ability to acquire additional homes.
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 incur costs to renovate acquired homes to prepare them for rent. The time and cost involved in preparing acquired homes for rent can significantly impact our financial performance. As a result of inflationary trends and/or imposition of or increases in tariffs, we may experience, as we have in the past, increased costs for certain materials and services necessary to renovate our homes. We continue to actively manage 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 II. Item 7A. “Quantitative and Qualitative Disclosures about Market Risk” 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.
Macroeconomics Conditions: Inflation, interest rate volatility, political dissension, labor market conditions, the evolving regulatory landscape affecting institutional ownership and acquisition of single-family rental properties, and adverse global economic conditions could negatively affect our business and financial condition. Imposition of, increases in, and changing policies around tariffs by the United States on imports from certain countries and potential counter-tariffs in response could lead to increased costs and supply chain disruptions. If we are not able to navigate any such changes, they could have a material adverse effect on our business and results of operations, as well as on the price of our common stock.
Regulatory and Policy Risks: Executive actions, and potential federal and state legislation or regulations, aimed at limiting institutional ownership and acquisition of single-family homes could limit our ability to acquire additional homes, require us to modify our growth, investment, development, or disposition strategies, reduce the scale or efficiency of our operations, increase compliance costs, subject us to increased regulatory scrutiny, or otherwise adversely affect market dynamics, our business, and results of operations. As this policy landscape continues to evolve, we remain committed to working constructively with policymakers at all levels to support housing supply and availability, and we believe that well-managed, professionally operated rental housing serves an important role in expanding access to quality homes for American families.
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) revenues from value-add services such as smart homes, internet and media packages, home liability insurance, and HVAC replacement filters; (iii) various other fees, including late fees and lease termination fees, among others; and (iv) rent and non-refundable deposits associated with pets.
Management Fee Revenues
Management fee revenues consist of fees from property and asset management services provided to portfolio owners of single-family homes for lease, including investments in our unconsolidated joint ventures.
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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 for which we provide property and asset management services on behalf of others through our internal property manager.
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 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.
Casualty Losses, Impairment, and Other
Casualty losses, impairment, and other represents casualty (gains) losses, net of any insurance recoveries, and provisions for impairment when the carrying amount of our single-family residential properties is not recoverable.
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 (Losses) from Investments in Unconsolidated Joint Ventures
Income (losses) 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.
Other, net
Other, net includes settlement and other costs related to certain litigation and regulatory matters, interest income, gains (losses) resulting from investments in equity securities, and other miscellaneous income and expenses.
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Results of Operations
Year Ended December 31, 2025 Compared to Year Ended December 31, 2024
The following table sets forth a comparison of the results of operations for the years ended December 31, 2025 and 2024:
| For the Years Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | 2025 | 2024 | $ Change | % Change | |||||||||||
| Revenues: | |||||||||||||||
| Rental revenues and other property income | $ | 2,641,957 | $ | 2,548,964 | $ | 92,993 | 3.6 | % | |||||||
| Management fee revenues | 87,339 | 69,978 | 17,361 | 24.8 | % | ||||||||||
| Total revenues | 2,729,296 | 2,618,942 | 110,354 | 4.2 | % | ||||||||||
| Expenses: | |||||||||||||||
| Property operating and maintenance | 985,587 | 935,273 | 50,314 | 5.4 | % | ||||||||||
| Property management expense | 149,130 | 137,490 | 11,640 | 8.5 | % | ||||||||||
| General and administrative | 95,250 | 90,612 | 4,638 | 5.1 | % | ||||||||||
| Interest expense | 353,327 | 366,070 | (12,743) | (3.5) | % | ||||||||||
| Depreciation and amortization | 746,933 | 714,326 | 32,607 | 4.6 | % | ||||||||||
| Casualty losses, impairment, and other | 11,443 | 82,925 | (71,482) | (86.2) | % | ||||||||||
| Total expenses | 2,341,670 | 2,326,696 | 14,974 | 0.6 | % | ||||||||||
| Gain on sale of property, net of tax | 218,235 | 244,550 | (26,315) | (10.8) | % | ||||||||||
| Losses from investments in unconsolidated joint ventures | (11,607) | (28,445) | 16,838 | 59.2 | % | ||||||||||
| Other, net | (4,345) | (52,986) | 48,641 | 91.8 | % | ||||||||||
| Net income | $ | 589,909 | $ | 455,365 | $ | 134,544 | 29.5 | % |
Portfolio Information
As of December 31, 2025 and 2024, we owned 86,192 and 85,138 single-family rental homes, respectively, in our total portfolio. During the years ended December 31, 2025 and 2024, we acquired 2,410 and 2,072 homes, respectively, and sold 1,356 and 1,501 homes, respectively. During the years ended December 31, 2025 and 2024, we owned an average of 85,717 and 84,718 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 December 31, 2025, our Same Store portfolio consisted of 76,819 single-family rental homes.
Revenues
For the years ended December 31, 2025 and 2024, total revenues were $2,729.3 million and $2,618.9 million, respectively. Set forth below is a discussion of changes in the individual components of total revenues.
For the years ended December 31, 2025 and 2024, total portfolio rental revenues and other property income totaled $2,642.0 million and $2,549.0 million, respectively, an increase of 3.6%, driven by an increase in average monthly rent per occupied home and a 999 home increase between periods in the average number of homes owned, partially offset by an 80 bps reduction in average occupancy.
Average occupancy for the years ended December 31, 2025 and 2024 for the total portfolio was 95.0% and 95.8%, respectively. Average monthly rent per occupied home for the total portfolio for the years ended December 31, 2025 and 2024 was $2,439 and $2,387, respectively, a 2.2% increase. For our Same Store portfolio, average occupancy was 96.8% and 97.3% for the years ended December 31, 2025 and 2024, respectively, and average monthly rent per occupied home for the years ended December 31, 2025 and 2024 was $2,450 and $2,386, respectively, a 2.7% increase.
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The annual turnover rate for the Same Store portfolio was 22.8% for each of the years ended December 31, 2025 and 2024. For the Same Store portfolio, a home remained unoccupied on average for 47 and 40 days between residents for the years ended December 31, 2025 and 2024, respectively.
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 4.6% and 4.9% for the years ended December 31, 2025 and 2024, respectively, and new lease net effective rental rate growth for the total portfolio averaged (0.8)% and 1.0% for the years ended December 31, 2025 and 2024, respectively. For our Same Store portfolio, renewal lease net effective rental rate growth averaged 4.6% and 4.9% for the years ended December 31, 2025 and 2024, respectively, and new lease net effective rental rate growth averaged (0.6)% and 0.9% for the years ended December 31, 2025 and 2024, respectively.
Other property income for the year ended December 31, 2025 increased compared to December 31, 2024, primarily due to enhanced value-add revenue programs and increased utility recoveries as new leases are entered into, among other things.
For the years ended December 31, 2025 and 2024, management fee revenues totaled $87.3 million and $70.0 million, respectively. The 24.8% increase is primarily due to an increase in the average number of homes for which we provide property and asset management services from 20,971 homes for the year ended December 31, 2024 to 24,521 homes for the year ended December 31, 2025.
Expenses
For the years ended December 31, 2025 and 2024, total expenses were $2,341.7 million and $2,326.7 million, respectively. Set forth below is a discussion of changes in the individual components of total expenses.
For the year ended December 31, 2025, property operating and maintenance expense increased to $985.6 million from $935.3 million for the year ended December 31, 2024. The 5.4% increase in property operating and maintenance expense is primarily attributable to a 999 home increase in the average number of homes owned between periods, as well as increases in utilities and property taxes.
Property management expense and general and administrative expense increased to $244.4 million from $228.1 million for the years ended December 31, 2025 and 2024, respectively, primarily due to increased personnel and other costs related to our property and asset management platform, including costs to manage a 16.9% increase in the average number of homes managed between periods.
Interest expense decreased to $353.3 million for the year ended December 31, 2025 from $366.1 million for the year ended December 31, 2024. The decrease was primarily due to the amendment of certain of our interest rate swap agreements during 2024, which reduced related non-cash fair value amortization by $17.4 million for the year ended December 31, 2025 compared to the year ended December 31, 2024, partially offset by an increase in the debt balance outstanding between periods.
Depreciation and amortization expense increased to $746.9 million for the year ended December 31, 2025 from $714.3 million for the year ended December 31, 2024 due to an increase in cumulative capital expenditures and a 999 home increase in the average number of homes owned during the year ended December 31, 2025 compared to the year ended December 31, 2024.
Casualty losses, impairment, and other expenses were $11.4 million and $82.9 million for the years ended December 31, 2025 and 2024, respectively. During the year ended December 31, 2025, we incurred $10.8 million of net casualty losses and $0.6 million of impairment losses on our single-family residential properties. During the year ended December 31, 2024, casualty losses, impairment, and other expenses were comprised of net casualty losses of $82.4 million, including the recognition of $55.1 million for estimated losses and damages related to Hurricanes Milton, Beryl, Debby, and Helene, net of estimated insurance proceeds, additional storm activity unrelated to hurricanes during the year, and impairment losses of $0.5 million on our single-family residential properties.
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Gain on Sale of Property, net of tax
Gain on sale of property, net of tax was $218.2 million and $244.6 million for the years ended December 31, 2025 and 2024, respectively. A decrease in the number of homes sold from 1,501 for the year ended December 31, 2024 to 1,356 for the year ended December 31, 2025 was the primary driver of the decrease.
Losses from Investments in Unconsolidated Joint Ventures
Our share of losses from unconsolidated joint ventures was $11.6 million and $28.4 million for the years ended December 31, 2025 and 2024, respectively. The change was primarily driven by an increase in our share of income and distributions from the FNMA joint venture from 10.0% to 50.0% as a result of achieving a promote interest threshold pursuant to the terms of the joint venture agreement and gains on dispositions of homes within that portfolio.
Other, net
Other, net decreased to $4.3 million of expense for the year ended December 31, 2025 from $53.0 million of expense for the year ended December 31, 2024, primarily due to settlement and other costs incurred in connection with the resolution of an inquiry from the FTC and the legal dispute entitled City of San Diego et al v. Invitation Homes, Inc. that was settled during the third quarter of 2024. This reduction in expense is partially offset by a decrease in interest earnings on cash balances.
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023
For similar operating and financial data and discussion of our results for the year ended December 31, 2024 compared to the year ended December 31, 2023, refer to Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2024 10-K.
Liquidity and Capital Resources
Our liquidity and capital resources as of December 31, 2025 and 2024 include unrestricted cash and cash equivalents of $130.0 million and $174.5 million, respectively, a 25.5% decrease primarily due to acquisitions of homes. As of December 31, 2025, $1,605.0 million of our revolving facility (the “Revolving Facility”) is 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 June 2027.
Share Repurchase Program
On October 28, 2025, our board of directors authorized the Share Repurchase Program pursuant to which we may acquire shares of our common stock up to an aggregate purchase price of $500.0 million in the open market or negotiated transactions, including through Rule 10b5-1 plans. The Share Repurchase Program does not have an expiration date. During the year ended December 31, 2025, we repurchased 2,232,685 shares of our common stock for a total cost of $61.3 million, including legal fees and commissions. During January 2026, we repurchased an additional 1,402,639 shares of our common stock for a total cost of $38.8 million, including legal fees and commissions, leaving $400.0 million available for future repurchases under the Share Repurchase Program.
Repurchases under the Share Repurchase Program will be made at our discretion and are not required or guaranteed. The timing and actual number of shares repurchased will depend on a variety of factors, including price, corporate and regulatory requirements, market conditions, and other liquidity needs and priorities.
Acquisition of ResiBuilt
On January 14, 2026, we acquired ResiBuilt, a leading fee homebuilder specializing in single-family rental communities with expertise in land development and construction general contracting across high-growth Southeast markets.
Amendment of 2022 Term Loan Facility
On April 28, 2025, we entered into an amendment to the 2022 Term Loan Facility that (1) amends the initial maturity date from June 22, 2029 to April 28, 2028, with two one year extension options at our election, provided we are in compliance with the loan agreement and pay a 12.5 bps extension fee and (2) adjusts the margin applicable to borrowings.
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Public Offering
On August 15, 2025, in a public offering under our shelf registration statement, we issued $600.0 million aggregate principal amount of 4.95% Senior Notes which mature on January 15, 2033.
Interest Rate Swap Transactions
During the second quarter of 2025, we entered into two new interest rate swap agreements with a total notional amount of $400.0 million which became active on May 8, 2025 and June 20, 2025. As of December 31, 2025, our active swaps have a weighted average strike rate of 3.07%.
Other
Our ability to access capital as well as to use cash from operations to continue to meet our liquidity needs, all of which are highly uncertain and cannot be predicted, could be affected by various risks and uncertainties, including, but not limited to, the effects of general economic conditions, including inflation and interest rates, as detailed in Part I. Item 1A. “Risk Factors.”
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Long-Term Debt Strategy
The following table summarizes certain information about our debt obligations as of December 31, 2025 ($ 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) | $ | 988,013 | $ | 932,514 | 4.23% | 1.4 | $ | — | |||||||
| IH 2019-1(5) | 400,386 | 400,386 | 3.59% | 5.4 | — | ||||||||||
| Total secured | 1,388,399 | $ | 1,332,900 | 4.04% | 2.6 | — | |||||||||
| Unsecured: | |||||||||||||||
| 2024 Term Loan Facility(6) | $ | 1,750,000 | S + 85 bps | 3.7 | $ | 1,750,000 | |||||||||
| 2022 Term Loan Facility(6)(7) | 725,000 | S + 85 bps | 4.3 | 725,000 | |||||||||||
| Revolving Facility(6) | 145,000 | S + 78 bps | 3.7 | 145,000 | |||||||||||
| Unsecured Notes — May 2028 | 150,000 | 2.46% | 2.4 | — | |||||||||||
| Unsecured Notes — November 2028 | 600,000 | 2.30% | 2.9 | — | |||||||||||
| Unsecured Notes — August 2030 | 450,000 | 5.45% | 4.6 | — | |||||||||||
| Unsecured Notes — August 2031 | 650,000 | 2.00% | 5.6 | — | |||||||||||
| Unsecured Notes — April 2032 | 600,000 | 4.15% | 6.3 | — | |||||||||||
| Unsecured Notes — January 2033 | 600,000 | 4.95% | 7.0 | — | |||||||||||
| Unsecured Notes — August 2033 | 350,000 | 5.50% | 7.6 | — | |||||||||||
| Unsecured Notes — January 2034 | 400,000 | 2.70% | 8.0 | — | |||||||||||
| Unsecured Notes — February 2035 | 500,000 | 4.88% | 9.1 | — | |||||||||||
| Unsecured Notes — May 2036 | 150,000 | 3.18% | 10.4 | — | |||||||||||
| Total unsecured(8) | 7,070,000 | 3.91% | 5.4 | 2,620,000 | |||||||||||
| Total debt(8) | 8,458,399 | 3.93% | 4.9 | $ | 2,620,000 | ||||||||||
| Unamortized discounts | (24,171) | ||||||||||||||
| Deferred financing costs, net | (54,208) | ||||||||||||||
| Total debt per balance sheet | 8,380,020 | ||||||||||||||
| Retained certificates | (55,499) | ||||||||||||||
| Cash and restricted cash, excluding security deposits and letters of credit | (167,472) | ||||||||||||||
| Deferred financing costs, net | 54,208 | ||||||||||||||
| Unamortized discounts | 24,171 | ||||||||||||||
| Net debt | $ | 8,235,428 |
(1)For detailed information about and definition of each of our financing arrangements, see Part IV. Item 15. “Financial Statements — Note 7 of Notes to Consolidated Financial Statements.” For information about our derivative instruments that hedge floating rate debt, see Part IV. Item 15. “Financial Statements — Note 8 of Notes to Consolidated Financial Statements.”
(2)Variable interest rate loans are indexed to a Secured Overnight Financing Rate (“SOFR”) index rate determined by reference to a published forward-looking SOFR rate for the interest period relevant to such borrowing (“Term SOFR”), including any credit spread 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.
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(5)IH 2019-1 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 a comparable or successor rate to the one month London Interbank Offer Rate as provided for in the loan agreement, including applicable servicing fees, subject to certain adjustments as outlined in the loan agreement.
(6)As of December 31, 2025, interest rate is based on Term SOFR of 3.69% plus the applicable margin as well as a 0.10% credit spread adjustment for the 2024 Term Loan and the Revolving Facility.
(7)If we exercise the two one year extension options, the maturity date for the 2022 Term Loan Facility will be April 28, 2030.
(8)For unsecured debt and total debt, the weighted average interest rate is calculated based on December 31, 2025 Term SOFR of 3.69% adjusted for a 0.10% credit spread adjustment (Adjusted SOFR), where appropriate, and includes the impact of interest rate swap agreements effective as of that date.
As part of our long-term debt strategy, our goal is to maintain or improve our credit ratings, and, over time, we generally intend to be a predominantly unsecured borrower with a target net debt of approximately 5.5 to 6.0 times trailing twelve months Adjusted EBITDAre (see “— Non-GAAP Measures — EBITDA, EBITDAre, and Adjusted EBITDAre”). 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 2027 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.”
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 short-term liquidity requirements consist primarily of:
•commitments for the development or acquisition of homes;
•renovation of newly-acquired homes;
•funding commitments for construction and development loans made to homebuilders;
•HOA fees (as applicable), property taxes, insurance premiums, and the ongoing maintenance of our homes;
•property management, general and administrative, and other entity-level commitments and 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 short-term basis. Additionally, we have guaranteed the funding of certain tax, insurance, and non-conforming property reserves related to the financing of one of our joint ventures. We do not expect these guarantees to have a material current or future effect on our liquidity. See Part IV. Item 15. “Exhibits and Financial Statements of — Note 5 of Notes to Consolidated Financial Statements” for additional information about our investments in unconsolidated joint ventures.
General economic conditions in the United States have continued to fluctuate in recent quarters, and concerns persist regarding adverse macroeconomic conditions, such as inflation, interest rate volatility, political dissension, and labor market conditions. Fluctuating economic conditions and uncertainty in financial markets 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
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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 our secured debt, 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 an undrawn balance of $1,605.0 million as of December 31, 2025.
Our long-term liquidity requirements consist primarily of funds necessary to pay for the acquisition of, and non-recurring capital expenditures for, our homes and principal and interest payments of our indebtedness. We intend to satisfy our long-term liquidity needs through cash provided by operations, long-term secured and unsecured borrowings, the issuance of debt and equity securities, and property dispositions. As a REIT, we are required to distribute to our stockholders at least 90% of our taxable income, excluding net capital gain, on an annual basis. Therefore, as a general matter, it is unlikely that we will be able to retain substantial cash balances from our annual taxable income that could be used to meet our liquidity needs. Instead, we will need to meet these needs from external sources of capital and amounts, if any, by which our cash flow generated from operations exceeds taxable income.
Cash Flows
Year Ended December 31, 2025 Compared to Year Ended December 31, 2024
The following table summarizes our cash flows for the years ended December 31, 2025 and 2024:
| For the Years Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | 2025 | 2024 | $ Change | % Change | |||||||||||
| Net cash provided by operating activities | $ | 1,206,230 | $ | 1,081,805 | $ | 124,425 | 11.5 | % | |||||||
| Net cash used in investing activities | (652,567) | (465,870) | (186,697) | (40.1) | % | ||||||||||
| Net cash used in financing activities | (618,491) | (1,093,726) | 475,235 | 43.5 | % | ||||||||||
| Change in cash, cash equivalents, and restricted cash | $ | (64,828) | $ | (477,791) | $ | 412,963 | 86.4 | % |
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 $1,206.2 million and $1,081.8 million for the years ended December 31, 2025 and 2024, respectively, an increase of 11.5%. The increase in cash provided by operating activities is primarily due to improved operational profitability, including a $110.4 million increase in total revenues and a reduction of cash used for settlement of litigation and regulatory matters, partially offset by changes in operating assets and liabilities between periods.
Investing Activities
Net cash used in investing activities consists primarily of the acquisition costs in and capital improvements to homes, proceeds from property sales, and investments in unconsolidated joint ventures and land held for development. Net cash used in investing activities was $652.6 million and $465.9 million for the years ended December 31, 2025 and 2024, respectively, an increase of $186.7 million. The net increase in cash used in investing activities resulted primarily from the combined effect of the following significant changes in cash flows during the year ended December 31, 2025 compared to the year ended December 31, 2024: (1) a decrease in cash proceeds received from the sale of single-family homes; (2) a decrease in cash from repayment proceeds from retained debt securities; (3) an increase in cash used for other capital expenditures for our homes; and (4) an increase in cash used for investments in land held for development. More specifically, proceeds from the sale of single-family homes decreased $87.1 million due to a decrease in the number of homes sold from 1,501 during the year ended December 31, 2024 to 1,356 homes sold during the year ended December 31, 2025, as well as a decrease in average net proceeds per home. Repayment proceeds from retained debt securities totaled $32.2 million during year ended December 31, 2024 due to the full repayment of IH 2018-4, and there were no such repayments during the year ended December 31, 2025. Other capital expenditures for our homes increased by $23.4 million year over year due to a 999 home
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increase in average home count and other increases in costs to maintain our homes. During the year ended December 31, 2025, we began investing in land held for future development and acquired $20.2 million of land.
Financing Activities
Net cash used in financing activities was $618.5 million for the year ended December 31, 2025 compared to $1,093.7 million for the year ended December 31, 2024. The change between periods is primarily due to the following financing transactions. During the year ended December 31, 2025, we issued $596.9 million of unsecured notes, net of discount, and used the proceeds to repay the then-outstanding balance on our revolving credit facility. We subsequently drew $145.0 million on the revolving credit facility. During the year ended December 31, 2024, we issued $494.3 million of unsecured notes, net of discount, and entered into a replacement credit facility. The proceeds from this refinancing were used to repay the existing credit facility and $645.7 million of secured debt, including the voluntary prepayment of the IH 2018-4 debt, and to fund $54.2 million of financing costs. We made dividend and distribution payments totaling $715.4 million during the year ended December 31, 2025 compared to $692.6 million during the year ended December 31, 2024, which were funded by cash flows from operations. Additionally, during the year ended December 31, 2025, we completed the repurchase of $53.2 million of shares of our common stock under the Share Repurchase Program. No such repurchases occurred during the year ended December 31, 2024.
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023
For similar operating and financial data and discussion of our results for the year ended December 31, 2024 compared to the year ended December 31, 2023, refer to Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operation — Cash Flows” of our 2024 10-K.
Contractual Obligations
Our contractual obligations as of December 31, 2025, consist of the following:
| ($ in thousands) | Total | 2026 | 2027-2028 | 2029-2030 | Thereafter | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Secured Debt(1)(2)(3) | $ | 1,526,653 | $ | 56,143 | $ | 1,035,097 | $ | 28,730 | $ | 406,683 | |||||||||
| Unsecured Notes(1)(2)(3) | 5,556,088 | 168,810 | 1,084,119 | 743,368 | 3,559,791 | ||||||||||||||
| Term Loan Facilities(1)(2)(3)(4) | 2,923,175 | 115,637 | 231,592 | 2,575,946 | — | ||||||||||||||
| Revolving Facility(1)(2)(3)(4)(5) | 179,601 | 9,369 | 18,764 | 151,468 | — | ||||||||||||||
| Derivative instruments(1)(6) | (35,230) | (13,222) | (20,651) | (1,357) | — | ||||||||||||||
| Purchase commitments(7) | 230,141 | 185,527 | 44,614 | — | — | ||||||||||||||
| Operating leases | 46,484 | 5,105 | 10,706 | 8,655 | 22,018 | ||||||||||||||
| Finance leases | 14,796 | 5,314 | 7,745 | 1,737 | — | ||||||||||||||
| Total | $ | 10,441,708 | $ | 532,683 | $ | 2,411,986 | $ | 3,508,547 | $ | 3,988,492 |
(1)For detailed information about each of our financing arrangements and derivative instruments see Part IV. Item 15. “Exhibits and Financial Statements — Note 7 of Notes to Consolidated Financial Statements” and “— Note 8 of Notes to Consolidated Financial Statements.”
(2)Includes estimated interest payments through the extended maturity date, as applicable, based on the principal amount outstanding as of December 31, 2025.
(3)Interest is calculated at rates in effect as of December 31, 2025, including the indexed rate, any credit spread adjustment, and any applicable margin, and that rate is held constant until the maturity date. As of December 31, 2025, Term SOFR was 3.69%.
(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 IV. Item 15. “Exhibits and Financial Statements — Note 7 of Notes to Consolidated Financial Statements” for a description of maturity dates without consideration of extension options.
(5)Includes the related facility fee, as applicable.
(6)Includes payments (receipts) related to interest rate swap obligations calculated using Term SOFR. As of December 31, 2025, Term SOFR was 3.69%.
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(7)Represents commitments, net of previously funded deposits, to acquire 841 homes, including commitments totaling $220.0 million to acquire 809 homes pursuant to binding development and purchase agreements with certain homebuilders as of December 31, 2025.
Additionally, we have commitments, which are not reflected in the table above, to make additional capital contributions to our joint ventures. As of December 31, 2025, our remaining equity commitments to our joint ventures total $137.9 million.
Supplemental Guarantor Information
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. Pursuant 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 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 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.
Critical Accounting Policies and Estimates
Our discussion and analysis of our historical financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with GAAP and in conjunction with the rules and regulations of the SEC. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions about the effect of matters that are inherently uncertain and that affect the amounts reported on the consolidated financial statements and accompanying notes. Actual results could ultimately differ from those estimates. For a discussion of recently-issued and adopted accounting standards, see Part IV. Item 15. “Exhibits and Financial Statement Schedules — Note 2 of Notes to Consolidated Financial Statements.”
Critical accounting policies are those accounting estimates that management believes are important to the portrayal of our financial condition and results of operations 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.
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Investments in Single-Family Residential Properties
The following significant accounting policies affect the acquisition, disposition, recognition, classification, and fair value measurements (on a nonrecurring basis) related to our owned portfolio of 86,192 single-family residential properties located primarily in 16 core markets across the United States as of December 31, 2025. For a complete discussion of our accounting policy and other factors related to each category below, see Part IV. Item 15. “Exhibits and Financial Statement Schedules — Note 2 of Notes to Consolidated Financial Statements.”
•Acquisition of Real Estate Assets: Our purchases of homes are generally treated as asset acquisitions unless acquired in connection with a business combination. For asset acquisitions, homes are recorded at their purchase price, which is allocated between land, building and improvements, and in-place lease intangibles (when a resident is in place at the acquisition date) based upon their relative fair values at the date of acquisition. The purchase price for purposes of this allocation is inclusive of acquisition costs which typically include legal fees, bidding service and title fees, payments made to cure tax, utility, HOA, and other mechanic’s and miscellaneous liens, as well as other closing costs. The attributes and location of each home acquired are considered at the individual home level when determining the percentage of purchase price allocated to building and improvements versus land. As such, these allocation percentages vary based on the homes acquired during each reporting period. If the percentage allocated to buildings and improvements versus land for the homes acquired during the year ended December 31, 2025 was increased or decreased by 500 bps, our annualized depreciation expense would have changed by approximately $1.2 million.
•Cost Capitalization: We incur costs to acquire, stabilize, and prepare our single-family residential properties to be leased. We capitalize these costs as a component of our investment in each single-family residential property, using specific identification and relative allocation methodologies. The capitalization period associated with our stabilization activities begins at the time that such activities commence and concludes at the time that a single-family residential property is available to be leased.
Once a property is ready for its intended use, expenditures for ordinary maintenance and repairs thereafter are expensed to operations as incurred. We capitalize expenditures that improve or extend the life of a home and for certain furniture and fixtures additions.
The capitalized costs are depreciated on a straight-line basis over their estimated useful lives, which are reviewed on an annual basis. The weighted average useful lives range from 7 to 32 years. If the useful lives for costs capitalized during the year ended December 31, 2025 were increased or decreased by 10%, our annualized depreciation expense would have changed by approximately $6.0 million.
•Provisions for Impairment: We continuously evaluate, by property, whether there are any events or changes in circumstances indicating that the carrying amount of our single-family residential properties may not be recoverable. To the extent an event or change in circumstance is identified, a residential property is considered to be impaired only if its carrying value cannot be recovered through estimated future undiscounted cash flows from the use and eventual disposition of the property. To the extent an impairment has occurred, the carrying amount of our investment in a property is adjusted to its estimated fair value. The process to assess our single-family residential properties for impairment requires significant judgment and assessment of factors that are, at times, subject to significant uncertainty. We evaluate multiple information sources and perform a number of internal analyses, each of which are important components of our process with no single information source or analysis being necessarily determinative. There have not been any significant process changes in our review for impairment during the current reporting period. For those homes for which a change in an event or circumstance was identified in the most recent impairment analysis, a 10% decrease in the estimated fair value of those homes may have resulted in an increase in impairment expense of $1.0 million.
•Single-Family Residential Properties Held for Sale: From time to time, we may identify single-family residential properties to be sold. Once we identify a property to be sold, pursuant to GAAP requirements, we cease depreciating the property, measure the property at the lower of its carrying amount or its fair value less estimated costs to sell, and present the property separately within other assets, net on our consolidated balance sheets. As of December 31, 2025, 278 homes, approximately 0.3% of our portfolio, were held for sale. If market values less disposal costs for our properties that were classified as held for sale as of December 31, 2025 were 10% lower or higher, our impairment expense related to those properties would not have been material.
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Segment Reporting
Our principal business is acquiring, renovating, leasing, operating, and managing single-family residential properties. Under the provisions of ASC 280, Segment Reporting, we have determined that we currently operate in one reportable segment.
Our Chief Executive Officer is our chief operating decision maker (“CODM”). We concluded that we have one reportable segment based on the way our CODM regularly reviews internally reported financial information to evaluate performance, make operating decisions, and allocate resources at a consolidated level. Net income as reported on our consolidated statements of operations is a primary metric utilized by the CODM to analyze the performance of the segment, including budget versus actual performance, and to allocate resources.
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; and impairment on depreciated real estate investments. Adjusted EBITDAre is defined as EBITDAre before the following items: share-based compensation expense; severance; casualty (gains) losses and reserves, 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 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.
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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 Years Ended December 31, | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | 2025 | 2024 | 2023 | ||||||||||||||||||
| Net income available to common stockholders | $ | 586,964 | $ | 215,139 | $ | 453,164 | $ | 518,774 | |||||||||||||
| Net income available to participating securities | 960 | 753 | 696 | ||||||||||||||||||
| Non-controlling interests | 1,985 | 1,448 | 1,558 | ||||||||||||||||||
| Interest expense | 353,327 | 366,070 | 333,457 | ||||||||||||||||||
| Interest expense in unconsolidated joint ventures | 25,312 | 26,333 | 18,255 | ||||||||||||||||||
| Depreciation and amortization | 746,933 | 714,326 | 674,287 | ||||||||||||||||||
| Depreciation and amortization of investments in unconsolidated joint ventures | 16,361 | 13,377 | 10,469 | ||||||||||||||||||
| EBITDA | 1,731,842 | 1,575,471 | 1,557,496 | ||||||||||||||||||
| Gain on sale of property, net of tax | (218,235) | (244,550) | (183,540) | ||||||||||||||||||
| Impairment on depreciated real estate investments | 657 | 506 | 427 | ||||||||||||||||||
| Net (gain) loss on sale of investments in unconsolidated joint ventures | (8,461) | 1,215 | (1,668) | ||||||||||||||||||
| EBITDAre | 1,505,803 | 1,332,642 | 1,372,715 | ||||||||||||||||||
| Share-based compensation expense(1) | 27,830 | 27,918 | 29,503 | ||||||||||||||||||
| Severance expense | 2,772 | 637 | 977 | ||||||||||||||||||
| Casualty losses and reserves, net(2) | 10,924 | 82,700 | 8,200 | ||||||||||||||||||
| Other, net(3) | 4,345 | 52,986 | 2,085 | ||||||||||||||||||
| Adjusted EBITDAre | $ | 1,551,674 | $ | 1,496,883 | $ | 1,413,480 |
(1)For the years ended December 31, 2025, 2024, and 2023, $6,419, $5,830, and $6,963, was recorded in property management expense, respectively, and $21,411, $22,088, and $22,540, was recorded in general and administrative expense, respectively.
(2)The year ended December 31, 2024 included $55,100 of estimated losses and damages related to Hurricanes Milton, Beryl, Debby, and Helene.
(3)Includes settlement and other costs related to certain litigation and regulatory matters, interest income, gains and losses resulting from investments in equity securities, 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; casualty losses, impairment, and other; gain on sale of property, net of tax; other income and expenses; management fee revenues; and (income) 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.
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.
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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 Years Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | 2025 | 2024 | 2023 | ||||||||||||
| Net income available to common stockholders | $ | 586,964 | $ | 453,164 | $ | 518,774 | |||||||||
| Net income available to participating securities | 960 | 753 | 696 | ||||||||||||
| Non-controlling interests | 1,985 | 1,448 | 1,558 | ||||||||||||
| Interest expense | 353,327 | 366,070 | 333,457 | ||||||||||||
| Depreciation and amortization | 746,933 | 714,326 | 674,287 | ||||||||||||
| Property management expense(1) | 149,130 | 137,490 | 95,809 | ||||||||||||
| General and administrative(2) | 95,250 | 90,612 | 82,344 | ||||||||||||
| Casualty losses, impairment, and other(3) . . . . . . . . . . . . . . . . | 11,443 | 82,925 | 8,596 | ||||||||||||
| Gain on sale of property, net of tax | (218,235) | (244,550) | (183,540) | ||||||||||||
| Other, net(4) | 4,345 | 52,986 | 2,085 | ||||||||||||
| Management fee revenues | (87,339) | (69,978) | (13,647) | ||||||||||||
| Losses from investments in unconsolidated joint ventures | 11,607 | 28,445 | 17,877 | ||||||||||||
| NOI (total portfolio) | 1,656,370 | 1,613,691 | $ | 1,538,296 | |||||||||||
| Non-Same Store NOI | (115,554) | (107,434) | |||||||||||||
| NOI (Same Store portfolio)(5) | $ | 1,540,816 | $ | 1,506,257 |
(1)Includes $6,419, $5,830, and $6,963 of share-based compensation expense for the years ended December 31, 2025, 2024, and 2023, respectively.
(2)Includes $21,411, $22,088, and $22,540 of share-based compensation expense for the years ended December 31, 2025, 2024, and 2023, respectively.
(3)The year ended December 31, 2024 included $55,100 of estimated losses and damages related to Hurricanes Milton, Beryl, Debby, and Helene.
(4)Includes settlement and other costs related to certain litigation and regulatory matters, interest income, gains and losses resulting from investments in equity securities, and other miscellaneous income and expenses.
(5)The Same Store portfolio totaled 76,819 homes for the years ended December 31, 2025 and 2024.
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.
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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 measure 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 (including adjustments for unconsolidated joint ventures, as applicable): 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 and reserves, net; and (gains) losses on investments in equity and other 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. Accordingly, there can be no assurance that our basis for computing these 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 Years Ended December 31, | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands, except shares and per share data) | 2025 | 2024 | 2023 | |||||||||||||||
| Net income available to common stockholders | $ | 586,964 | $ | 453,164 | $ | 518,774 | ||||||||||||
| Net income available to participating securities | 960 | 753 | 696 | |||||||||||||||
| Non-controlling interests | 1,985 | 1,448 | 1,558 | |||||||||||||||
| Depreciation and amortization of real estate assets | 728,652 | 699,474 | 663,398 | |||||||||||||||
| Impairment on depreciated real estate investments | 657 | 506 | 427 | |||||||||||||||
| Net gain on sale of previously depreciated investments in real estate | (218,235) | (244,550) | (183,540) | |||||||||||||||
| Depreciation and net gain on sale of investments in unconsolidated joint ventures | 7,845 | 14,479 | 8,704 | |||||||||||||||
| FFO | 1,108,828 | 925,274 | 1,010,017 | |||||||||||||||
| Non-cash interest expense related to amortization of deferred financing costs, loan discounts, and non-cash interest expense from derivatives(1) | 26,808 | 44,681 | 36,069 | |||||||||||||||
| Share-based compensation expense(2) | 27,830 | 27,918 | 29,503 | |||||||||||||||
| Legal settlements(3) | — | 77,000 | 2,000 | |||||||||||||||
| Severance expense | 2,772 | 637 | 977 | |||||||||||||||
| Casualty losses and reserves, net(1)(4) | 10,924 | 82,700 | 8,200 | |||||||||||||||
| Gains on investments in equity and other securities, net | (318) | (1,046) | (350) | |||||||||||||||
| Core FFO | 1,176,844 | 1,157,164 | 1,086,416 | |||||||||||||||
| Recurring capital expenditures(1) | (173,472) | (170,927) | (163,051) | |||||||||||||||
| Adjusted FFO | $ | 1,003,372 | $ | 986,237 | $ | 923,365 | ||||||||||||
| Net income available to common stockholders | ||||||||||||||||||
| Weighted average common shares outstanding — diluted(5)(6) | 613,177,806 | 613,631,617 | 613,288,708 | |||||||||||||||
| Net income per common share — diluted(5)(6) | $ | 0.96 | $ | 0.74 | $ | 0.85 | ||||||||||||
| FFO, Core FFO, and Adjusted FFO | ||||||||||||||||||
| Weighted average common shares and OP Units outstanding — diluted(5)(6) | 615,643,476 | 615,881,670 | 615,367,734 | |||||||||||||||
| FFO per common share — diluted(5)(6) | $ | 1.80 | $ | 1.50 | $ | 1.64 | ||||||||||||
| Core FFO per common share — diluted(5)(6) | $ | 1.91 | $ | 1.88 | $ | 1.77 | ||||||||||||
| AFFO per common share — diluted(5)(6) | $ | 1.63 | $ | 1.60 | $ | 1.50 |
(1)Includes our share from unconsolidated joint ventures.
(2)For the years ended December 31, 2025, 2024, and 2023, $6,419, $5,830, and $6,963, was recorded in property management expense, respectively, and $21,411, $22,088, and $22,540, was recorded in general and administrative expense, respectively.
(3)The year ended December 31, 2024 included $77,000 of settlement costs that resolved an inquiry from the FTC and the legal dispute entitled City of San Diego et al v. Invitation Homes, Inc., inclusive of associated costs.
(4)The year ended December 31, 2024 included $55,100 of estimated losses and damages related to Hurricanes Milton, Beryl, Debby, and Helene.
(5)Incremental shares attributed to non-vested share-based awards totaling 229,485, 1,080,300 and 1,394,924 for the years ended December 31, 2025, 2024, and 2023, 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 626,263, 1,376,141 and 1,638,264 for the years ended December 31, 2025, 2024, and 2023, respectively, related to incremental shares attributed to non-vested share-based awards are included in the denominator.
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(6)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 2,068,892, 1,954,212 and 1,835,686 for the years ended December 31, 2025, 2024, and 2023, respectively, are included in the denominator for the computations of FFO, Core FFO, and AFFO per common share — diluted.
MD&A history
Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.
FY 2024 10-K MD&A
SEC filing source: 0001687229-25-000008.
ITEM 7. 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 together with Part I. Item 1. “Business” and the consolidated financial statements, including the notes thereto, that are included elsewhere in this 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,” “Forward-Looking Statements,” or in other parts of this report.
For similar operating and financial data and discussion of our results for the year ended December 31, 2023 compared to the year ended December 31, 2022, refer to Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K which was filed with the SEC on February 21, 2024 (the “2023 10-K”). The sections entitled “Result of Operations — Year Ended December 31, 2023 Compared to Year Ended December 31, 2022” and “Cash Flows — Year Ended December 31, 2023 Compared to Year Ended December 31, 2022” in Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Result of Operations” of our 2023 10-K are incorporated herein by reference.
Capitalized terms used without definition have the meaning provided elsewhere in this Annual Report on Form 10-K.
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. As of December 31, 2024, we wholly own 85,138 homes for lease, jointly own 7,622 homes for lease, and provide professional third-party property and asset management services for an additional 17,678 homes, all of which are primarily located in 16 core markets across the country. These homes help meet 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 are attractive to many people.
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 wholly and jointly owned portfolios 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 both the homes we own and those we manage on behalf of others.
The portfolio of homes we own average approximately 1,880 square feet with three to four 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. Sustainability is an important part of our strategic business objectives and is critical to our long-term success.
Our commitment to high-touch customer service 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 core 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 culture that values respect, opportunity, and belonging. 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 those commitments. In addition, we ensure that we operate under strong, well-defined governance practices and adhere to the highest ethical standards at all times.
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Impact of Macroeconomic Trends
General economic conditions in the United States have fluctuated in recent quarters, and concerns persist regarding adverse macroeconomic conditions, such as inflation, elevated interest rates, political dissension, and labor shortfalls. Such macroeconomic factors coupled with uncertainty in financial markets, and a general decline in business activity and/or consumer confidence could adversely affect (i) our occupancy levels, our rental rates, and collections, (ii) our ability to acquire or dispose of properties on economically favorable terms, (iii) our access to financial markets on attractive terms, or at all, and (iv) the value of our homes and our business that could cause us to recognize impairments in value of our tangible assets or goodwill. Inflationary pressures, bank failures, and other unfavorable global and regional economic conditions, as well as geopolitical events, may also negatively impact consumer income, credit availability, interest rates, 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. In addition, consumer confidence and spending can be materially adversely affected in response to changes in fiscal and monetary policy, declines in income or asset values, and other macroeconomic factors.
Mandated and proposed tariffs to be imposed by the United States on imports from certain countries and potential counter-tariffs in response could lead to increased costs and supply chain disruptions. If we are not able to navigate any such changes, they could have a material adverse effect on our business and results of operations, as well as on the price of our common stock.
While the degree to which we may continue to be affected by these macroeconomic challenges largely depends on the nature and duration of uncertain and unpredictable events, we believe that we are well suited to endure a shifting macroeconomic environment due to our diversification and resiliency. For further discussion of risks related to general economic conditions, see Part I. Item 1A. “Risk Factors — Risks Related to Our Business Environment and Industry — Our operating results are subject to general economic conditions and risks associated with our real estate assets.”
Climate Change
Potential consequences of global climate change may range from more frequent extreme weather events to governmental policy developments and shifts in consumer preferences, which have the potential individually or collectively to disrupt our business as well as negatively affect our suppliers, contractors, and residents. Experiencing or addressing the various physical, regulatory, and transition risks from climate change may significantly reduce our revenues and profitability or cause us to generate losses. We are subject to evolving laws and regulations relating to climate change, promulgated by governmental and regulatory organizations, including regulations aimed at drastically increasing reporting and governance related to climate change as well as focused on limiting GHG emissions and the implementation of “green” building codes. 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. This rule will require registrants to disclose certain climate-related information in registration statements and annual reports. In April 2024, the SEC issued an order voluntarily staying the effectiveness of the new rules pending the completion of judicial review of certain legal challenges to their validity. On February 11, 2025, SEC Acting Chairman Mark T. Uyeda released a public statement and notified the United States Court of Appeals for the Eighth Circuit (where the challenges are consolidated) to hold off scheduling the case for argument to provide time for the SEC to further deliberate and determine next steps. Therefore, the timing of the effectiveness of these disclosure requirements is uncertain. We are currently assessing the effect of new rules on our consolidated financial statements and related disclosures. Additionally, the State of California recently passed the Climate Corporate Data Accountability Act and the Climate-Related Financial Risk Act that will impose broad climate-related disclosure obligations on certain companies doing business in California, including us, starting in 2026, though the Governor of California has directed further consideration of the implementation deadlines for each of the laws. Both laws have been challenged in federal court. Unless legal challenges to the foregoing new rules prevail or they are otherwise modified prior to effective dates or the effective dates are delayed, we will become subject to the rules as adopted, and they could significantly increase compliance burdens and associated regulatory costs and complexity. Disclosure obligations relating to sustainability matters are complex and not always consistent, making compliance difficult and uncertain.
Evolving laws and regulations or any changed interpretation of such 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. Incorporating greater resource efficiency into our homes, whether to comply with upgraded building codes or recommended practices given a region’s particular exposure to climate conditions or undertaken
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to satisfy demand from increasingly environmentally conscious residents or to meet our own sustainability goals, could raise our costs to maintain our homes. In evaluating whether to implement voluntary improvements, we also consider that choosing not to enhance our homes’ resource efficiency can make them less attractive to municipalities and increase the vulnerability of residents in our communities to rising energy and water expenses and use restrictions. Additionally, choosing not to enhance our homes’ resource efficiency could make our portfolio less attractive to residents and investors. If we fail to manage transition risks effectively, our profitability and cash flow could suffer.
We intend to continue to research, evaluate, and utilize new or improved products and business practices consistent with our sustainability commitment. We believe our initiatives in this area can help put us in a better position to comply with evolving regulations directed at addressing climate change and similar environmental concerns and to meet growing resident demand for resource-efficient homes, as further discussed in Part I. Item 1. “Business — Sustainability and Corporate Responsibility.”
We recognize that climate change could have a significant impact on our portfolio of homes located in a variety of markets across the United States 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. Such extreme climate related events are driving changes in market dynamics and stakeholder expectations and could result in disruptions to us, our suppliers, vendors, and residents. 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 comprehensive enterprise risk management program. Our board of directors, through its Audit Committee and Nominating and Corporate Governance Committee, is responsible for oversight of our management of risks related to environmental issues, climate related risks, and social issues. Our executive leadership regularly reports to the board of directors and the relevant committees on these risk areas and our initiatives for managing and mitigating these risks. By taking a proactive approach to climate-related risk, we aim to remain well-prepared for various climate scenarios, supporting our commitment to transparency and effective risk management. For more information on risks related to climate change, see Part I. Item 1A. “Risk Factors — Risks Related to Sustainability, Corporate Responsibility, and Governance — 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 sustainability responsibilities, which could result in additional costs or risks and adversely impact our reputation, associate attraction and retention, and ability to raise capital.”
Other Matters
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 this inquiry.
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Our Portfolio
The following table provides summary information regarding our total and Same Store portfolios as of and for the year ended December 31, 2024 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 | 7,326 | 96.5% | $3,085 | $1.81 | 11.1 | % | |||||
| Northern California | 4,127 | 97.5% | 2,720 | 1.72 | 5.8 | % | |||||
| Seattle | 3,957 | 97.3% | 2,863 | 1.49 | 5.8 | % | |||||
| Phoenix | 9,246 | 97.0% | 2,049 | 1.21 | 9.7 | % | |||||
| Las Vegas | 3,405 | 96.7% | 2,192 | 1.12 | 3.8 | % | |||||
| Denver | 2,728 | 96.8% | 2,547 | 1.39 | 3.4 | % | |||||
| Western United States Subtotal | 30,789 | 96.9% | 2,553 | 1.46 | 39.6 | % | |||||
| Florida: | |||||||||||
| South Florida | 8,180 | 96.4% | 3,015 | 1.61 | 12.1 | % | |||||
| Tampa | 9,543 | 94.0% | 2,286 | 1.21 | 10.6 | % | |||||
| Orlando | 6,794 | 96.2% | 2,232 | 1.19 | 7.6 | % | |||||
| Jacksonville | 2,005 | 96.8% | 2,171 | 1.09 | 2.2 | % | |||||
| Florida Subtotal | 26,522 | 95.4% | 2,494 | 1.32 | 32.5 | % | |||||
| Southeast United States: | |||||||||||
| Atlanta | 12,623 | 95.3% | 2,030 | 0.98 | 12.6 | % | |||||
| Carolinas | 6,005 | 94.6% | 2,047 | 0.96 | 5.5 | % | |||||
| Southeast United States Subtotal | 18,628 | 95.1% | 2,036 | 0.98 | 18.1 | % | |||||
| Texas: | |||||||||||
| Houston | 2,347 | 95.0% | 1,915 | 0.96 | 2.2 | % | |||||
| Dallas | 3,158 | 93.6% | 2,248 | 1.09 | 3.4 | % | |||||
| Texas Subtotal | 5,505 | 94.0% | 2,103 | 1.04 | 5.6 | % | |||||
| Midwest United States: | |||||||||||
| Chicago | 2,468 | 96.9% | 2,381 | 1.48 | 2.8 | % | |||||
| Minneapolis | 1,061 | 95.9% | 2,308 | 1.18 | 1.2 | % | |||||
| Midwest United States Subtotal | 3,529 | 96.6% | 2,359 | 1.38 | 4.0 | % | |||||
| Other(5): | 165 | 46.9% | 2,068 | 1.04 | 0.2 | % | |||||
| Total / Average | 85,138 | 95.8% | $2,387 | $1.27 | 100.0 | % | |||||
| Same Store Total / Average | 76,601 | 97.3% | $2,392 | $1.28 | 92.0 | % |
(1)As of December 31, 2024.
(2)Represents average occupancy for the year ended December 31, 2024.
(3)Represents average monthly rent for the year ended December 31, 2024.
(4)Represents the percentage of rental revenues and other property income generated in each market for the year ended December 31, 2024.
(5)Represents homes located outside of our 16 core markets as of December 31, 2024, including 161 homes located in Nashville and 4 homes located in other markets that are generally being held for sale.
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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” 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 elevated interest rates, political dissension, and labor shortfalls. Additionally, each of these factors may also impact the results of operations and financial condition of our joint venture investments and those of third parties for whom we perform property and asset management services, which would impact the amount of management fee revenues and income (loss) from investments in unconsolidated joint ventures that we earn.
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 72.1% of our rental revenues and other property income during the year ended December 31, 2024. 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 elevated interest rates, political dissension, and labor shortfalls 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 recent 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 elevated 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 incur costs to renovate a home to prepare it for rental. The
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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 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 recent 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 II. Item 7A. “Quantitative and Qualitative Disclosures about Market Risk” 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.
Macroeconomics Conditions: Inflation, elevated interest rates, political dissension, and adverse global economic conditions could negatively affect our business and financial condition. Mandated and proposed tariffs to be imposed by the United States on imports from certain countries and potential counter-tariffs in response could lead to increased costs and supply chain disruptions. If we are not able to navigate any such changes, they could have a material adverse effect on our business and results of operations, as well as on the price of our common stock.
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 value-add services such as smart homes, internet and media packages, home liability insurance, 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 fees from property and asset management services provided to portfolio owners of single-family homes for lease, including investments in 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
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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 for which we provide property and asset management services on behalf of others through our internal property manager.
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 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.
Casualty Losses, Impairment, and Other
Casualty losses, 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 and Other Securities, net
Gains (losses) on investments in equity and other securities, net includes unrealized gains and losses resulting from mark to market adjustments and realized gains and losses recognized upon the sale or settlement of certain investments in equity securities and warrants.
Other, net
Other, net includes settlement and other costs related to certain litigation and regulatory matters, 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 (Losses) from Investments in Unconsolidated Joint Ventures
Income (losses) 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
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023
The following table sets forth a comparison of the results of operations for the years ended December 31, 2024 and 2023:
| For the Years Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | 2024 | 2023 | $ Change | % Change | |||||||||||
| Revenues: | |||||||||||||||
| Rental revenues and other property income | $ | 2,548,964 | $ | 2,418,631 | $ | 130,333 | 5.4 | % | |||||||
| Management fee revenues | 69,978 | 13,647 | 56,331 | 412.8 | % | ||||||||||
| Total revenues | 2,618,942 | 2,432,278 | 186,664 | 7.7 | % | ||||||||||
| Expenses: | |||||||||||||||
| Property operating and maintenance | 935,273 | 880,335 | 54,938 | 6.2 | % | ||||||||||
| Property management expense | 137,490 | 95,809 | 41,681 | 43.5 | % | ||||||||||
| General and administrative | 90,612 | 82,344 | 8,268 | 10.0 | % | ||||||||||
| Interest expense | 366,070 | 333,457 | 32,613 | 9.8 | % | ||||||||||
| Depreciation and amortization | 714,326 | 674,287 | 40,039 | 5.9 | % | ||||||||||
| Casualty losses, impairment, and other | 82,925 | 8,596 | 74,329 | 864.7 | % | ||||||||||
| Total expenses | 2,326,696 | 2,074,828 | 251,868 | 12.1 | % | ||||||||||
| Gains on investments in equity and other securities, net | 1,046 | 350 | 696 | 198.9 | % | ||||||||||
| Other, net | (54,032) | (2,435) | (51,597) | N/M | |||||||||||
| Gain on sale of property, net of tax | 244,550 | 183,540 | 61,010 | 33.2 | % | ||||||||||
| Losses from investments in unconsolidated joint ventures | (28,445) | (17,877) | (10,568) | (59.1) | % | ||||||||||
| Net income | $ | 455,365 | $ | 521,028 | $ | (65,663) | (12.6) | % |
Portfolio Information
As of December 31, 2024 and 2023, we owned 85,138 and 84,567 single-family rental homes, respectively, in our total portfolio. During the years ended December 31, 2024 and 2023, we acquired 2,072 and 2,877 homes, respectively, and sold 1,501 and 1,423 homes, respectively. During the years ended December 31, 2024 and 2023, we owned an average of 84,718 and 83,722 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 December 31, 2024, our Same Store portfolio consisted of 76,601 single-family rental homes.
Revenues
For the years ended December 31, 2024 and 2023, total revenues were $2,618.9 million and $2,432.3 million, respectively. Set forth below is a discussion of changes in the individual components of total revenues.
For the years ended December 31, 2024 and 2023, total portfolio rental revenues and other property income totaled $2,549.0 million and $2,418.6 million, respectively, an increase of 5.4%, driven by an increase in average monthly rent per occupied home and a 996 home increase between periods in the average number of homes owned, partially offset by a 80 bps reduction in average occupancy.
Average occupancy for the years ended December 31, 2024 and 2023 for the total portfolio was 95.8% and 96.6%, respectively. Average monthly rent per occupied home for the total portfolio for the years ended December 31, 2024 and 2023 was $2,387 and $2,303, respectively, a 3.6% increase. For our Same Store portfolio, average occupancy was 97.3% and 97.4% for the years ended December 31, 2024 and 2023, respectively, and average monthly rent per occupied home for the years ended December 31, 2024 and 2023 was $2,392 and $2,303, respectively, a 3.9% increase.
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The annual turnover rate for the Same Store portfolio for the years ended December 31, 2024 and 2023 was 22.6% and 24.3%, respectively. For the Same Store portfolio, a home remained unoccupied on average for 40 and 38 days between residents for the years ended December 31, 2024 and 2023, respectively.
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 4.9% and 6.9% for the years ended December 31, 2024 and 2023, respectively, and new lease net effective rental rate growth for the total portfolio averaged 1.0% and 4.0% for the years ended December 31, 2024 and 2023, respectively. For our Same Store portfolio, renewal lease net effective rental rate growth averaged 4.9% and 6.9% for the years ended December 31, 2024 and 2023, respectively, and new lease net effective rental rate growth averaged 1.0% and 4.0% for the years ended December 31, 2024 and 2023, respectively.
Other property income for the year ended December 31, 2024 increased compared to December 31, 2023, primarily due to enhanced value-add revenue programs and increased utility billbacks as new leases are entered into, among other things.
For the years ended December 31, 2024 and 2023, management fee revenues totaled $70.0 million and $13.6 million, respectively. The increase is due to an increase in the number of homes for which we provide property and asset management services. As of December 31, 2024 and 2023, we provided property and asset management services for 25,300 and 3,848 homes, respectively, of which 7,622 and 3,848 homes, respectively, were owned by our unconsolidated joint ventures.
Expenses
For the years ended December 31, 2024 and 2023, total expenses were $2,326.7 million and $2,074.8 million, respectively. Set forth below is a discussion of changes in the individual components of total expenses.
For the year ended December 31, 2024, property operating and maintenance expense increased to $935.3 million from $880.3 million for the year ended December 31, 2023. In addition to a 996 home increase between periods in the average number of homes owned, increases in property taxes, utilities, and property maintenance, resulted in the overall 6.2% net increase in property operating and maintenance expense.
Property management expense and general and administrative expense increased to $228.1 million from $178.2 million for the years ended December 31, 2024 and 2023, respectively, primarily due to increased personnel and other costs related to expansion of our property and asset management platform, including costs incurred to manage 25,300 and 3,848 homes as of December 31, 2024 and 2023, respectively.
Interest expense increased to $366.1 million for the year ended December 31, 2024 from $333.5 million for the year ended December 31, 2023. The increase in interest expense was primarily due to an 11 bps increase in our weighted average interest rate and an approximate $500.0 million increase in the average debt balance outstanding during the year ended December 31, 2024 as compared to the year ended December 31, 2023.
Depreciation and amortization expense increased to $714.3 million for the year ended December 31, 2024 from $674.3 million for the year ended December 31, 2023 due to a $529.6 million year over year increase in building and improvements related to an increase of 571 homes in the number of homes owned as of December 31, 2024 and 2023.
Casualty losses, impairment, and other expenses were $82.9 million and $8.6 million for the years ended December 31, 2024 and 2023, respectively. During the year ended December 31, 2024, casualty losses, impairment, and other expenses were comprised of net casualty losses of $82.4 million, including the recognition of $55.1 million for estimated losses and damages related to Hurricanes Milton, Beryl, Debby, and Helene, net of estimated insurance proceeds, additional storm activity unrelated to hurricanes during the year, and impairment losses of $0.5 million on our single-family residential properties. During the year ended December 31, 2023, impairment and other expenses were comprised of $8.2 million of net casualty losses and $0.4 million of impairment losses on our single-family residential properties.
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Gains (Losses) on Investments in Equity and Other Securities, net
For the year ended December 31, 2024, $1.0 million of gains on investments in equity and other securities, net was comprised of a $1.6 million net realized gain from exercised warrants, partially offset by $0.6 million of net unrealized losses recognized since December 31, 2023 on investments held as of December 31, 2024. For the year ended December 31, 2023, $0.4 million gains on investments in equity and other securities, net was comprised of net unrealized gains recognized on investments held as of December 31, 2023.
Other, net
Other, net increased to $54.0 million of expense for the year ended December 31, 2024 from $2.4 million of expense for the year ended December 31, 2023, primarily due to settlement and other costs incurred in connection with the resolution of an inquiry from the FTC and the legal dispute entitled City of San Diego et al v. Invitation Homes, Inc.
Gain on Sale of Property, net of tax
Gain on sale of property, net of tax was $244.6 million and $183.5 million for the years ended December 31, 2024 and 2023, respectively. An increase of 78 sold homes and an increase in the net proceeds per home sold for the year ended December 31, 2023 compared to the year ended December 31, 2024 were the drivers 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 $28.4 million and $17.9 million for the years ended December 31, 2024 and 2023, respectively. The increase in loss is primarily driven by a $8.1 million increase in our share of interest expense and a $2.9 million increase in our share of depreciation expense between the respective periods. These changes are a result of the formation of and commencement of operations in new joint ventures, cumulative capital expenditures, and an increase in the number of homes within our joint venture investments.
Liquidity and Capital Resources
Our liquidity and capital resources as of December 31, 2024 and 2023 include unrestricted cash and cash equivalents of $174.5 million and $700.6 million, respectively, a 75.1% decrease primarily due to a $325.7 million net decrease in outstanding indebtedness between periods and $54.2 million of costs to acquire new financing.
New Credit Facility
On September 9, 2024, we entered into an amended and restated senior unsecured credit facility (the “Credit Facility”). The Credit Facility provides $3,500.0 million of borrowing capacity and consists of a $1,750.0 million revolving facility (the “Revolving Facility”) and a $1,750.0 million term loan facility (the “2024 Term Loan Facility”), both of which mature on September 9, 2028, with two six month extension options available. The Credit Facility replaced a credit facility that consisted of a $1,000.0 million revolving credit facility (the “2020 Revolving Facility”) and a $2,500.0 million term loan facility (the “2020 Term Loan Facility,” and together with the 2020 Revolving Facility, the “2020 Credit Facility”). Proceeds from the 2024 Term Loan Facility, a $750.0 million borrowing on the Revolving Facility on the date of effectiveness of the Credit Facility, and excess cash on hand were used to fully repay the 2020 Term Loan Facility and to pay costs associated with the transaction. For both the Revolving Facility and the 2024 Term Loan Facility, spreads at closing, based on our total leverage ratio, were 5 bps lower than the spreads most recently in effect for the 2020 Credit Facility.
As of December 31, 2024, $1,180.0 million of our Revolving Facility is 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 June 2027.
Public Offering
On September 26, 2024, in a public offering under our existing shelf registration statement, we issued $500.0 million aggregate principal amount of 4.88% Senior Notes which mature on February 1, 2035 (the “2035 Unsecured Notes”).
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Mortgage Loan Repayment
In November 2024, we used unrestricted cash from the 2035 Unsecured Notes and cash on hand to make a voluntary prepayment of the then-outstanding balance of IH 2018-4, which resulted in a release of the loan’s collateral.
Interest Rate Swap Transactions
In September 2024, we amended certain interest rate swap agreements and entered into $1,400.0 million of new interest rate swap agreements which became active on December 31, 2024. As of December 31, 2024, our active swaps have a weighted average strike rate of 2.93%. We also have one forward starting swap which will become active July 9, 2025 and has a strike rate of 2.99%.
Investment in Joint Venture and New Property and Asset Management Agreements
As of December 31, 2024, we provided property and asset management services for 25,300 homes, of which 7,622 homes were owned by our unconsolidated joint ventures.
In November 2024, we entered into a new joint venture agreement pursuant to which we committed to make a $50.0 million investment to form a joint venture that will acquire newly-constructed homes and communities in high-growth markets.
On April 29, 2024, we entered into a new joint venture agreement pursuant to which we made an initial $37.5 million investment, representing a 7.2% ownership interest, in a portfolio of approximately 3,700 single-family residential properties. During the third quarter of 2024, we also began providing property and asset management services to those homes and approximately 700 additional homes owned by our joint venture partners.
In March 2024, we entered into a third-party agreement to provide property and asset management services to a portfolio of approximately 3,000 single-family homes for lease. Our direct management responsibilities for these homes commenced on May 15, 2024.
Other
Our ability to access capital as well as to use cash from operations to continue to meet our liquidity needs, all of which are highly uncertain and cannot be predicted, could be affected by various risks and uncertainties, including, but not limited to, the effects of general economic conditions, including inflation and interest rates, as detailed in Part I. Item 1A. “Risk Factors.”
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Long-Term Debt Strategy
The following table summarizes certain information about our debt obligations as of December 31, 2024 ($ 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) | $ | 989,151 | $ | 933,652 | 4.23% | 2.4 | $ | — | |||||||
| Secured Term Loan(5) | 403,046 | 403,046 | 3.59% | 6.4 | — | ||||||||||
| Total secured | 1,392,197 | $ | 1,336,698 | 4.04% | 3.6 | — | |||||||||
| Unsecured: | |||||||||||||||
| 2024 Term Loan Facility(6) | $ | 1,750,000 | S +85 bps | 4.7 | $ | 1,750,000 | |||||||||
| 2022 Term Loan Facility(6) | 725,000 | S + 115 bps | 4.5 | 725,000 | |||||||||||
| Revolving Facility(6) | 570,000 | S + 78 bps | 4.7 | 570,000 | |||||||||||
| Unsecured Notes — May 2028 | 150,000 | 2.46% | 3.4 | — | |||||||||||
| Unsecured Notes — November 2028 | 600,000 | 2.30% | 3.9 | — | |||||||||||
| Unsecured Notes — August 2030 | 450,000 | 5.45% | 5.6 | — | |||||||||||
| Unsecured Notes — August 2031 | 650,000 | 2.00% | 6.6 | — | |||||||||||
| Unsecured Notes — April 2032 | 600,000 | 4.15% | 7.3 | — | |||||||||||
| Unsecured Notes — August 2033 | 350,000 | 5.50% | 8.6 | — | |||||||||||
| Unsecured Notes — January 2034 | 400,000 | 2.70% | 9.0 | — | |||||||||||
| Unsecured Notes — February 2035 | 500,000 | 4.88% | 10.1 | ||||||||||||
| Unsecured Notes — May 2036 | 150,000 | 3.18% | 11.4 | — | |||||||||||
| Total unsecured(7) | 6,895,000 | 3.90% | 6.0 | 3,045,000 | |||||||||||
| Total debt(7) | 8,287,197 | 3.93% | 5.6 | $ | 3,045,000 | ||||||||||
| Unamortized discounts | (24,336) | ||||||||||||||
| Deferred financing costs, net | (60,559) | ||||||||||||||
| Total debt per balance sheet | 8,202,302 | ||||||||||||||
| Retained certificates | (55,499) | ||||||||||||||
| Cash and restricted cash, excluding security deposits and letters of credit | (235,649) | ||||||||||||||
| Deferred financing costs, net | 60,559 | ||||||||||||||
| Unamortized discounts | 24,336 | ||||||||||||||
| Net debt | $ | 7,996,049 |
(1)For detailed information about and definition of each of our financing arrangements see Part IV. Item 15. “Financial Statements — Note 7 of Notes to Consolidated Financial Statements.” For information about our derivative instruments that hedge floating rate debt, see Part IV. Item 15. “Financial Statements — Note 8 of Notes to Consolidated Financial Statements.”
(2)Variable interest rate loans are indexed to a Secured Overnight Financing Rate (“SOFR”) index rate determined by reference to a published forward-looking SOFR rate for the interest period relevant to such borrowing (“Term SOFR”), including any credit spread 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.
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(5)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 a comparable or successor rate to one month LIBOR as provided for in our loan agreement, including applicable servicing fees, subject to certain adjustments as outlined in the loan agreement.
(6)As of December 31, 2024, interest rate is based on Term SOFR of 4.33% plus the applicable margin and a 0.10% credit spread adjustment.
(7)For unsecured debt and total debt, the weighted average interest rate is calculated based on December 31, 2024, Term SOFR of 4.33% adjusted for a 0.10% credit spread adjustment (Adjusted SOFR), as appropriate, and includes the impact of interest rate swap agreements effective as of that date.
As part of our long-term debt strategy, our goal is to maintain or improve our credit ratings, and, over time, we generally intend to be a predominantly unsecured borrower with a target net debt of approximately 5.5 to 6.0 times trailing twelve months Adjusted EBITDAre (see “— Non-GAAP Measures — EBITDA, EBITDAre, and Adjusted EBITDAre”). 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 2027 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.”
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, including commitments to homebuilders;
•renovation of newly-acquired homes;
•HOA fees (as applicable), property taxes, insurance premiums, and the ongoing maintenance of our homes;
•property management, general and administrative, and other entity-level commitments and 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 one of our joint ventures. We do not expect these guarantees to have a material current or future effect on our liquidity. See Part IV. Item 15. “Exhibits and Financial Statements of — Note 5 of Notes to Consolidated Financial Statements” for additional information about our investments in unconsolidated joint ventures.
General economic conditions in the United States have fluctuated in recent quarters, and concerns persist regarding adverse macroeconomic conditions, such as inflation, elevated interest rates, political dissension, and labor shortfalls. Fluctuating economic conditions and uncertainty in financial markets 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 our mortgage loan or for our secured term loan, our loan agreements provide
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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 an undrawn balance of $1,180.0 million as of December 31, 2024.
Our long-term liquidity requirements consist primarily of funds necessary to pay for the acquisition of, and non-recurring capital expenditures for, our homes, and principal and interest payments of our indebtedness. We intend to satisfy our long-term liquidity needs through cash provided by operations, long-term secured and unsecured borrowings, the issuance of debt and equity securities, and property dispositions. As a REIT, we are required to distribute to our stockholders at least 90% of our taxable income, excluding net capital gain, on an annual basis. Therefore, as a general matter, it is unlikely that we will be able to retain substantial cash balances from our annual taxable income that could be used to meet our liquidity needs. Instead, we will need to meet these needs from external sources of capital and amounts, if any, by which our cash flow generated from operations exceeds taxable income.
Cash Flows
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023
The following table summarizes our cash flows for the years ended December 31, 2024 and 2023:
| For the Years Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | 2024 | 2023 | $ Change | % Change | |||||||||||
| Net cash provided by operating activities | $ | 1,081,805 | $ | 1,107,088 | $ | (25,283) | (2.3) | % | |||||||
| Net cash used in investing activities | (465,870) | (773,552) | 307,682 | 39.8 | % | ||||||||||
| Net cash provided by (used in) financing activities | (1,093,726) | 110,021 | (1,203,747) | N/M | |||||||||||
| Change in cash, cash equivalents, and restricted cash | $ | (477,791) | $ | 443,557 | $ | (921,348) | (207.7) | % |
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 $1,081.8 million and $1,107.1 million for the years ended December 31, 2024 and 2023, respectively, a decrease of 2.3%. The decrease in cash provided by operating activities is primarily due to settlement costs of $77.0 million included in net income that resolved an inquiry from the FTC and the legal dispute entitled City of San Diego et al v. Invitation Homes, Inc., inclusive of associated costs. This decrease is partially offset by $36.4 million of unpaid estimated costs for hurricane related damages that are reflected in accounts payable and accrued expenses on our consolidated balance sheet as of December 31, 2024.
Investing Activities
Net cash used in investing activities consists primarily of the acquisition costs of homes, capital improvements, proceeds from property sales, and investments in unconsolidated joint ventures. Net cash used in investing activities was $465.9 million and $773.6 million for the years ended December 31, 2024 and 2023, respectively, a decrease of $307.7 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 year ended December 31, 2024 compared to the year ended December 31, 2023: (1) a decrease in cash used for the acquisition of homes; (2) an increase in cash proceeds received from the sale of single-family homes; (3) an increase in cash used for investments in joint ventures; and (4) an increase in cash provided from repayment proceeds from retained debt securities. Acquisition spend decreased by $234.0 million from period to period due to a decrease in the number of homes acquired from 2,877 during the year ended December 31, 2023 to 2,072 homes acquired during the year ended December 31, 2024. Proceeds from the sale of single-family homes increased $97.1 million due to an increase in the number of homes sold from 1,423 during the year ended December 31, 2023 to 1,501 homes sold during the year ended December 31, 2024 and an increase in average net proceeds per home. Cash invested in joint ventures increased $43.7 million from period to period as a result of the formation of new joint ventures during 2024.
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Proceeds from repayment of retained debt securities increased $31.3 million from the year ended December 31, 2023 to the year ended December 31, 2024 due to the full repayment of IH 2018-4 during the year ended December 31, 2024.
Financing Activities
Net cash used in financing activities was $1,093.7 million for the year ended December 31, 2024 compared to net cash provided by financing activities of $110.0 million for the year ended December 31, 2023. The change between periods is primarily due to the following financing transactions. During the year ended December 31, 2024, we issued $494.3 million of unsecured notes, net of discount, and refinanced the 2020 Credit Facility. The proceeds were used to repay the existing credit facility and $645.7 million of mortgage loans, including the voluntary prepayment of the IH 2018-4 mortgage loan, and to fund $54.2 million of financing costs. During the year ended December 31, 2023, we issued $790.1 million of unsecured notes, net of discount, and used the proceeds to fund $7.8 million of financing costs and increase cash reserves for general corporate purposes. We also made dividend and distribution payments totaling $692.6 million during the year ended December 31, 2024 compared to $640.5 million during the year ended December 31, 2023, which were funded by cash flows from operations.
Year Ended December 31, 2023 Compared to Year Ended December 31, 2022
For similar operating and financial data and discussion of our results for the year ended December 31, 2023 compared to the year ended December 31, 2022, refer to Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operation — Cash Flows” of our 2023 10-K.
Contractual Obligations
Our contractual obligations as of December 31, 2024, consist of the following:
| ($ in thousands) | Total | 2025 | 2026-2027 | 2028-2029 | Thereafter | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Mortgage loans(1)(2)(3) | $ | 1,091,138 | $ | 41,826 | $ | 1,049,312 | $ | — | $ | — | |||||||||
| Secured Term Loan(1)(2)(3) | 496,188 | 14,460 | 28,921 | 28,961 | 423,846 | ||||||||||||||
| Unsecured Notes(1)(2)(3) | 4,884,356 | 139,110 | 278,220 | 1,007,148 | 3,459,878 | ||||||||||||||
| Term Loan Facilities(1)(2)(3)(4) | 3,098,580 | 134,763 | 269,525 | 2,694,292 | — | ||||||||||||||
| Revolving Facility(1)(2)(3)(4)(5) | 723,731 | 32,756 | 65,513 | 625,462 | — | ||||||||||||||
| Derivative instruments(1)(6) | (89,684) | (25,660) | (47,570) | (16,454) | — | ||||||||||||||
| Purchase commitments(7) | 634,742 | 443,879 | 190,863 | — | — | ||||||||||||||
| Operating leases | 28,142 | 4,402 | 7,761 | 5,281 | 10,698 | ||||||||||||||
| Finance leases | 9,488 | 3,147 | 5,634 | 707 | — | ||||||||||||||
| Total | $ | 10,876,681 | $ | 788,683 | $ | 1,848,179 | $ | 4,345,397 | $ | 3,894,422 |
(1)For detailed information about each of our financing arrangements and derivative instruments see Part IV. Item 15. “Exhibits and Financial Statements — Note 7 of Notes to Consolidated Financial Statements” and “— Note 8 of Notes to Consolidated Financial Statements.”
(2)Includes estimated interest payments through the extended maturity date, as applicable, based on the principal amount outstanding as of December 31, 2024.
(3)Interest is calculated at rates in effect as of December 31, 2024, including the indexed rate, any credit spread adjustment, and any applicable margin, and that rate is held constant until the maturity date. As of December 31, 2024, Term SOFR was 4.33%.
(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 IV. Item 15. “Exhibits and Financial Statements — Note 7 of Notes to Consolidated Financial Statements” for a description of maturity dates without consideration of extension options.
(5)Includes the related unused commitment fee, as applicable.
(6)Includes payments (receipts) related to interest rate swap obligations calculated using Term SOFR. As of December 31, 2024, Term SOFR was 4.33%.
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(7)Represents commitments, net of previously funded deposits, to acquire 2,172 homes, including commitments totaling $590.0 million to acquire 2,031 homes pursuant to binding purchase agreements with certain homebuilders as of December 31, 2024.
Additionally, we have commitments, which are not reflected in the table above, to make additional capital contributions to our joint ventures. As of December 31, 2024, our remaining equity commitments to our joint ventures total $177.0 million.
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 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 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.
Critical Accounting Policies and Estimates
Our discussion and analysis of our historical financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with GAAP and in conjunction with the rules and regulations of the SEC. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions about the effect of matters that are inherently uncertain and that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could ultimately differ from those estimates. For a discussion of recently-issued and adopted accounting standards, see Part IV. Item 15. “Exhibits and Financial Statement Schedules — Note 2 of Notes to Consolidated Financial Statements.”
Critical accounting policies are those accounting estimates that management believes are important to the portrayal of our financial condition and results of operations 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.
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Investments in Single-Family Residential Properties
The following significant accounting policies affect the acquisition, disposition, recognition, classification, and fair value measurements (on a nonrecurring basis) related to our owned portfolio of approximately 85,000 single-family residential properties located primarily in 16 core markets across the United States as of December 31, 2024 . For a complete discussion of our accounting policy and other factors related to each category below, see Part IV. Item 15. “Exhibits and Financial Statement Schedules — Note 2 of Notes to Consolidated Financial Statements.”
•Acquisition of Real Estate Assets: Our purchases of homes are generally treated as asset acquisitions unless acquired in connection with a business combination. For asset acquisitions, homes are recorded at their purchase price, which is allocated between land, building and improvements, and in-place lease intangibles (when a resident is in place at the acquisition date) based upon their relative fair values at the date of acquisition. The purchase price for purposes of this allocation is inclusive of acquisition costs which typically include legal fees, bidding service and title fees, payments made to cure tax, utility, HOA, and other mechanic’s and miscellaneous liens, as well as other closing costs. The attributes and location of each home acquired are considered at the individual home level when determining the percentage of purchase price allocated to building and improvements versus land. As such, these allocation percentages vary based on the homes acquired during each reporting period. If the percentage allocated to buildings and improvements versus land for the homes acquired during the year ended December 31, 2024 was increased or decreased by 500 bps, our annualized depreciation expense would have changed by approximately $1.1 million.
•Cost Capitalization: We incur costs to acquire, stabilize, and prepare our single-family residential properties to be leased. We capitalize these costs as a component of our investment in each single-family residential property, using specific identification and relative allocation methodologies. The capitalization period associated with our stabilization activities begins at the time that such activities commence and concludes at the time that a single-family residential property is available to be leased.
Once a property is ready for its intended use, expenditures for ordinary maintenance and repairs thereafter are expensed to operations as incurred, and we capitalize expenditures that improve or extend the life of a home and for certain furniture and fixtures additions.
The capitalized costs are depreciated on a straight-line basis over their estimated useful lives, which are reviewed on an annual basis. The weighted average useful lives range from 7 to 32 years. If the useful lives for costs capitalized during the year ended December 31, 2024 were increased or decreased by 10%, our annualized depreciation expense would have changed by approximately $5.0 million.
•Provisions for Impairment: We continuously evaluate, by property, whether there are any events or changes in circumstances indicating that the carrying amount of our single-family residential properties may not be recoverable. To the extent an event or change in circumstance is identified, a residential property is considered to be impaired only if its carrying value cannot be recovered through estimated future undiscounted cash flows from the use and eventual disposition of the property. To the extent an impairment has occurred, the carrying amount of our investment in a property is adjusted to its estimated fair value. The process whereby we assess our single-family residential properties for impairment requires significant judgment and assessment of factors that are, at times, subject to significant uncertainty. We evaluate multiple information sources and perform a number of internal analyses, each of which are important components of our process with no one information source or analysis being necessarily determinative. There have not been any significant process changes in our review for impairment during the current reporting period. For those homes for which a change in an event or circumstance was identified in the most recent impairment analysis, a 10% decrease in the estimated fair value of those homes may have resulted in an increase in impairment expense of $0.4 million.
•Single-Family Residential Properties Held for Sale: From time to time, we may identify single-family residential properties to be sold. Once we identify a property to be sold pursuant to GAAP requirements, we cease depreciating the property, measure the property at the lower of its carrying amount or its fair value less estimated costs to sell, and present the property separately within other assets, net on our consolidated balance sheets. As of December 31, 2024, 237 homes, approximately 0.3% of our portfolio, were held for sale, compared to 189 homes as of December 31, 2023. If market values less disposal costs for our properties that were classified as held for sale as of December 31, 2024 were 10% lower or higher, our impairment expense related to those properties would have changed by approximately $0.4 million.
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Segment Reporting
Our principal business is acquiring, renovating, leasing, operating, and managing single-family residential properties. Under the provisions of ASC 280, Segment Reporting, we have determined that we currently operate in one reportable segment.
Our Chief Executive Officer is our chief operating decision maker (“CODM”). We concluded that we have one reportable segment based on the way our CODM regularly reviews internally reported financial information to evaluate performance, make operating decisions, and allocate resources at a consolidated level. Net income as reported on our consolidated statements of operations is a primary metric utilized by the CODM to analyze the performance of the segment, including budget versus actual performance, and to allocate resources.
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; and impairment on depreciated real estate investments. Adjusted EBITDAre is defined as EBITDAre before the following items: share-based compensation expense; severance; casualty (gains) losses, net; (gains) losses on investments in equity securities, net; and other income and expenses. Where appropriate, EBITDA, EBITDAre, and Adjusted EBITDA are adjusted for our share of investments in unconsolidated subsidiaries.
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 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.
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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 Years Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | 2024 | 2023 | 2022 | ||||||||||||
| Net income available to common stockholders | $ | 453,164 | $ | 518,774 | $ | 382,668 | |||||||||
| Net income available to participating securities | 753 | 696 | 661 | ||||||||||||
| Non-controlling interests | 1,448 | 1,558 | 1,470 | ||||||||||||
| Interest expense | 366,070 | 333,457 | 304,092 | ||||||||||||
| Interest expense in unconsolidated joint ventures | 26,333 | 18,255 | 3,581 | ||||||||||||
| Depreciation and amortization | 714,326 | 674,287 | 638,114 | ||||||||||||
| Depreciation and amortization of investments in unconsolidated joint ventures | 13,377 | 10,469 | 5,838 | ||||||||||||
| EBITDA | 1,575,471 | 1,557,496 | 1,336,424 | ||||||||||||
| Gain on sale of property, net of tax | (244,550) | (183,540) | (90,699) | ||||||||||||
| Impairment on depreciated real estate investments | 506 | 427 | 310 | ||||||||||||
| Net (gain) loss on sale of investments in unconsolidated joint ventures | 1,215 | (1,668) | (865) | ||||||||||||
| EBITDAre | 1,332,642 | 1,372,715 | 1,245,170 | ||||||||||||
| Share-based compensation expense(1) | 27,918 | 29,503 | 28,962 | ||||||||||||
| Severance expense | 637 | 977 | 314 | ||||||||||||
| Casualty losses, net(2) | 82,700 | 8,200 | 28,485 | ||||||||||||
| (Gains) losses on investments in equity and other securities, net | (1,046) | (350) | 3,939 | ||||||||||||
| Other, net(3) | 54,032 | 2,435 | 11,261 | ||||||||||||
| Adjusted EBITDAre | $ | 1,496,883 | $ | 1,413,480 | $ | 1,318,131 |
(1)For the years ended December 31, 2024, 2023, and 2022, $5,830, $6,963, and $6,493, was recorded in property management expense, respectively, and $22,088, $22,540, and $22,469, was recorded in general and administrative expense, respectively.
(2)Includes our share from unconsolidated joint ventures. The year ended December 31, 2024 includes $55,100 of estimated losses and damages related to Hurricanes Milton, Beryl, Debby, and Helene. The year ended December 31, 2022 includes $24,000 of net estimated losses and damages related to Hurricanes Ian and Nicole.
(3)Includes settlement and other costs related to certain litigation and regulatory matters, 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; casualty losses, 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 income (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.
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.
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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 Years Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | 2024 | 2023 | 2022 | ||||||||||||
| Net income available to common stockholders | $ | 453,164 | $ | 518,774 | $ | 382,668 | |||||||||
| Net income available to participating securities | 753 | 696 | 661 | ||||||||||||
| Non-controlling interests | 1,448 | 1,558 | 1,470 | ||||||||||||
| Interest expense | 366,070 | 333,457 | 304,092 | ||||||||||||
| Depreciation and amortization | 714,326 | 674,287 | 638,114 | ||||||||||||
| Property management expense(1) | 137,490 | 95,809 | 87,936 | ||||||||||||
| General and administrative(2) | 90,612 | 82,344 | 74,025 | ||||||||||||
| Casualty losses, impairment, and other(3) | 82,925 | 8,596 | 28,697 | ||||||||||||
| Gain on sale of property, net of tax | (244,550) | (183,540) | (90,699) | ||||||||||||
| (Gains) losses on investments in equity and other securities, net | (1,046) | (350) | 3,939 | ||||||||||||
| Other, net(4) | 54,032 | 2,435 | 11,261 | ||||||||||||
| Management fee revenues | (69,978) | (13,647) | (11,480) | ||||||||||||
| Losses from investments in unconsolidated joint ventures | 28,445 | 17,877 | 9,606 | ||||||||||||
| NOI (total portfolio) | 1,613,691 | 1,538,296 | $ | 1,440,290 | |||||||||||
| Non-Same Store NOI | (113,290) | (104,116) | |||||||||||||
| NOI (Same Store portfolio)(5) | $ | 1,500,401 | $ | 1,434,180 |
(1)Includes $5,830, $6,963, and $6,493 of share-based compensation expense for the years ended December 31, 2024, 2023, and 2022, respectively.
(2)Includes $22,088, $22,540, and $22,469 of share-based compensation expense for the years ended December 31, 2024, 2023, and 2022, respectively.
(3)Includes our share from unconsolidated joint ventures. The year ended December 31, 2024 includes $55,100 of estimated losses and damages related to Hurricanes Milton, Beryl, Debby, and Helene. The year ended December 31, 2022 includes $24,000 of net estimated losses and damages related to Hurricanes Ian and Nicole.
(4)Includes settlement and other costs related to certain litigation and regulatory matters, interest income, and other miscellaneous income and expenses.
(5)The Same Store portfolio totaled 76,601 homes for the years ended December 31, 2024 and 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 (including adjustments for unconsolidated joint ventures, as applicable): 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 and other 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. 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 Years Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands, except shares and per share data) | 2024 | 2023 | 2022 | ||||||||||||
| Net income available to common stockholders | $ | 453,164 | $ | 518,774 | $ | 382,668 | |||||||||
| Add (deduct) adjustments from net income to derive FFO: | |||||||||||||||
| Net income available to participating securities | 753 | 696 | 661 | ||||||||||||
| Non-controlling interests | 1,448 | 1,558 | 1,470 | ||||||||||||
| Depreciation and amortization on real estate assets | 699,474 | 663,398 | 629,301 | ||||||||||||
| Impairment on depreciated real estate investments | 506 | 427 | 310 | ||||||||||||
| Net gain on sale of previously depreciated investments in real estate | (244,550) | (183,540) | (90,699) | ||||||||||||
| Depreciation and net gain on sale of investments in unconsolidated joint ventures | 14,479 | 8,704 | 4,907 | ||||||||||||
| FFO | 925,274 | 1,010,017 | 928,618 | ||||||||||||
| Non-cash interest expense related to amortization of deferred financing costs, loan discounts, and non-cash interest expense from derivatives(1) | 44,681 | 36,069 | 24,326 | ||||||||||||
| Share-based compensation expense(2) | 27,918 | 29,503 | 28,962 | ||||||||||||
| Legal settlements(3) | 77,000 | 2,000 | 7,400 | ||||||||||||
| Severance expense | 637 | 977 | 314 | ||||||||||||
| Casualty losses, net(1)(4) | 82,700 | 8,200 | 28,485 | ||||||||||||
| (Gains) losses on investments in equity and other securities, net | (1,046) | (350) | 3,939 | ||||||||||||
| Core FFO | 1,157,164 | 1,086,416 | 1,022,044 | ||||||||||||
| Recurring capital expenditures(1) | (170,927) | (163,051) | (156,147) | ||||||||||||
| Adjusted FFO | $ | 986,237 | $ | 923,365 | $ | 865,897 | |||||||||
| Net income available to common stockholders | |||||||||||||||
| Weighted average common shares outstanding — diluted(5)(6)(7) | 613,631,617 | 613,288,708 | 611,112,396 | ||||||||||||
| Net income per common share — diluted(5)(6)(7) | $ | 0.74 | $ | 0.85 | $ | 0.63 | |||||||||
| FFO, Core FFO, and Adjusted FFO | |||||||||||||||
| Weighted average common shares and OP Units outstanding — diluted(5)(6)(7) | 615,881,670 | 615,367,734 | 613,669,133 | ||||||||||||
| FFO per common share — diluted(5)(6)(7) | $ | 1.50 | $ | 1.64 | $ | 1.51 | |||||||||
| Core FFO per common share — diluted(5)(6)(7) | $ | 1.88 | $ | 1.77 | $ | 1.67 | |||||||||
| AFFO per common share — diluted(5)(6)(7) | $ | 1.60 | $ | 1.50 | $ | 1.41 |
(1)Includes our share from unconsolidated joint ventures.
(2)For the years ended December 31, 2024, 2023, and 2022, $5,830, $6,963, and $6,493, was recorded in property management expense, respectively, and $22,088, $22,540, and $22,469, was recorded in general and administrative expense, respectively.
(3)The year ended December 31, 2024, includes $77,000 of settlement costs that resolved an inquiry from the FTC and the legal dispute entitled City of San Diego et al v. Invitation Homes, Inc., inclusive of associated costs. The year ended December 31, 2022, includes the estimated cost of a global settlement of a multistate putative class action regarding resident late fees.
(4)The year ended December 31, 2024 includes $55,100 of estimated losses and damages related to Hurricanes Milton, Beryl, Debby, and Helene. The year ended December 31, 2022 includes $24,000 of net estimated losses and damages related to Hurricanes Ian and Nicole.
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(5)In connection with the Starwood Waypoint Homes (“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”). 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 year ended December 31, 2022, 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.
(6)Incremental shares attributed to non-vested share-based awards totaling 1,080,300, 1,394,924, and 1,341,786 for the years ended December 31, 2024, 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 1,376,141, 1,638,264, and 1,559,524 for the years ended December 31, 2024, 2023, and 2022, respectively, related to incremental shares attributed to non-vested share-based awards are included in the denominator.
(7)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 1,954,212, 1,835,686, and 2,338,999 for the years ended December 31, 2024, 2023, and 2022, respectively, are included in the denominator for the computations of FFO, Core FFO, and AFFO per common share — diluted.
FY 2023 10-K MD&A
SEC filing source: 0001687229-24-000013.
ITEM 7. 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 together with Part I. Item 1. “Business” and the consolidated financial statements, including the notes thereto, that are included elsewhere in this 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,” “Forward-Looking Statements,” or in other parts of this report.
For similar operating and financial data and discussion of our results for the year ended December 31, 2022 compared to the year ended December 31, 2021, refer to Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K which was filed with the SEC on February 22, 2023 (the “2022 10-K”). The sections entitled “Result of Operations — Year Ended December 31, 2022 Compared to Year Ended December 31, 2021” and “Cash Flows — Year Ended December 31, 2022 Compared to Year Ended December 31, 2021” in Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Result of Operations” of our 2022 10-K are incorporated herein by reference.
Capitalized terms used without definition have the meaning provided elsewhere in this Annual Report on Form 10-K.
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. As of December 31, 2023, we own approximately 85,000 homes for lease which are located primarily in 16 core markets across the country. These homes help meet 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 are attractive to many people.
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 owned 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 both the homes we own and those we manage on behalf of others.
The portfolio of homes we own average approximately 1,880 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 core 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.
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Impact of Macroeconomic Trends
While we have not experienced significant disruptions in our operations during fiscal year 2023, continuing unfavorable global and United States economic conditions (including inflation and rising interest rates), higher unemployment levels, uncertainty in financial markets (including as a result of events affecting financial institutions, such as recent bank failures), 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, bank failures, 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. In addition, consumer confidence and spending can be materially adversely affected in response to changes in fiscal and monetary policy, declines in income or asset values, and other economic factors. 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 Environment 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
Consequences of global climate change range from more frequent extreme weather events to extensive governmental policy developments and shifts in consumer preferences, which have the potential individually or collectively to disrupt our business as well as negatively affect our suppliers, contractors, and residents. Experiencing or addressing the various physical, regulatory, and transition risks from climate change may significantly reduce our revenues and profitability or cause us to generate losses. Government authorities 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 GHG emissions and the implementation of “green” building codes. The State of California recently passed the Climate Corporate Data Accountability Act and the Climate-Related Financial Risk Act that will impose broad climate-related disclosure obligations on certain companies doing business in California, including us, starting in 2026, unless the laws are modified prior to such date. The SEC has included in its regulatory agenda potential rulemaking on climate change disclosures that, if adopted, could significantly increase compliance burdens and associated regulatory costs and complexity.
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. Incorporating greater resource efficiency into our homes, whether to comply with upgraded building codes or recommended practices given a region’s particular exposure to climate conditions, or undertaken to satisfy demand from increasingly environmentally conscious residents or to meet our own sustainability goals, could raise our costs to maintain our homes. In evaluating whether to implement voluntary improvements, we also consider that choosing not to enhance our homes’ resource efficiency can make them less attractive to municipalities and increase the vulnerability of residents in our communities to rising energy and water expenses and use restrictions. Additionally, choosing not to enhance our homes’ resource efficiency could make our portfolio less attractive to residents and investors. If we fail to manage transition risks effectively, our profitability and cash flow could suffer.
We intend to continue to research, evaluate and utilize new or improved products and business practices consistent with our sustainability commitment, and believe our initiatives in this area can help put us in a better position to comply with evolving regulations directed at addressing climate change and similar environmental concerns, and to meet growing resident demand for resource-efficient homes, as further discussed in Part I. Item 1. “Business — Environmental, Social, and Governance.”
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
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our business processes. Such extreme climate related events are driving changes in market dynamics and stakeholder expectations and could result in disruptions to us, our suppliers, vendors, and residents. 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. Furthermore, climate change may reduce the availability or increase the cost of insurance for these negative impacts of natural disasters and adverse weather conditions by contributing to an increase in the incidence and severity of such natural disasters.
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.”
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 year ended December 31, 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 | 7,553 | 96.6% | $2,962 | $1.74 | 11.3 | % | |||||
| Northern California | 4,309 | 97.0% | 2,638 | 1.68 | 6.0 | % | |||||
| Seattle | 4,041 | 97.1% | 2,773 | 1.44 | 5.9 | % | |||||
| Phoenix | 9,228 | 97.1% | 1,983 | 1.18 | 9.6 | % | |||||
| Las Vegas | 3,420 | 96.1% | 2,154 | 1.09 | 3.7 | % | |||||
| Denver | 2,584 | 96.9% | 2,460 | 1.34 | 3.4 | % | |||||
| Western United States Subtotal | 31,135 | 96.8% | 2,479 | 1.42 | 39.9 | % | |||||
| Florida: | |||||||||||
| South Florida | 8,294 | 96.8% | 2,861 | 1.53 | 12.4 | % | |||||
| Tampa | 9,174 | 96.2% | 2,202 | 1.17 | 10.3 | % | |||||
| Orlando | 6,718 | 96.7% | 2,146 | 1.15 | 7.5 | % | |||||
| Jacksonville | 1,996 | 96.5% | 2,111 | 1.06 | 2.2 | % | |||||
| Florida Subtotal | 26,182 | 96.6% | 2,396 | 1.27 | 32.4 | % | |||||
| Southeast United States: | |||||||||||
| Atlanta | 12,726 | 96.1% | 1,942 | 0.94 | 12.5 | % | |||||
| Carolinas | 5,494 | 97.1% | 1,971 | 0.93 | 5.5 | % | |||||
| Southeast United States Subtotal | 18,220 | 96.4% | 1,951 | 0.94 | 18.0 | % | |||||
| Texas: | |||||||||||
| Houston | 2,354 | 95.1% | 1,840 | 0.94 | 2.1 | % | |||||
| Dallas | 2,991 | 95.7% | 2,173 | 1.06 | 3.3 | % | |||||
| Texas Subtotal | 5,345 | 95.4% | 2,030 | 1.01 | 5.4 | % | |||||
| Midwest United States: | |||||||||||
| Chicago | 2,489 | 97.1% | 2,288 | 1.42 | 2.8 | % | |||||
| Minneapolis | 1,076 | 95.9% | 2,237 | 1.14 | 1.3 | % | |||||
| Midwest United States Subtotal | 3,565 | 96.8% | 2,273 | 1.33 | 4.1 | % | |||||
| Other(5): | 120 | 77.7% | 1,954 | 0.95 | 0.2 | % | |||||
| Total / Average | 84,567 | 96.6% | $2,303 | $1.23 | 100.0 | % | |||||
| Same Store Total / Average | 75,775 | 97.4% | $2,300 | $1.23 | 91.1 | % |
(1)As of December 31, 2023.
(2)Represents average occupancy for the year ended December 31, 2023.
(3)Represents average monthly rent for the year ended December 31, 2023.
(4)Represents the percentage of rental revenues and other property income generated in each market for the year ended December 31, 2023.
(5)Represents homes located outside of our 16 core markets, including those acquired as part of our July 2023 portfolio acquisition that are generally being held for sale or evaluated for disposition once they become vacant.
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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” 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, bank failures, and increasing interest rates. Additionally, each of these factors may also impact the results of operations and financial condition of our joint venture investments and those of third parties for whom we perform property and asset management services, which would impact the amount of management fee revenues and income (loss) from investments in unconsolidated joint ventures that we earn.
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 72.3% of our rental revenues and other property income during the year ended December 31, 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, bank failures, 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
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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 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 II. Item 7A. “Quantitative and Qualitative Disclosures about Market Risk” 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 value-add 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 fees from property and asset management services provided to portfolio owners of single-family homes for lease, including investments in 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 for which we provide property and asset management services 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 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
Year Ended December 31, 2023 Compared to Year Ended December 31, 2022
The following table sets forth a comparison of the results of operations for the years ended December 31, 2023 and 2022:
| For the Years Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | 2023 | 2022 | $ Change | % Change | |||||||||||
| Revenues: | |||||||||||||||
| Rental revenues and other property income | $ | 2,418,631 | $ | 2,226,641 | $ | 191,990 | 8.6 | % | |||||||
| Management fee revenues | 13,647 | 11,480 | 2,167 | 18.9 | % | ||||||||||
| Total revenues | 2,432,278 | 2,238,121 | 194,157 | 8.7 | % | ||||||||||
| Expenses: | |||||||||||||||
| Property operating and maintenance | 880,335 | 786,351 | 93,984 | 12.0 | % | ||||||||||
| Property management expense | 95,809 | 87,936 | 7,873 | 9.0 | % | ||||||||||
| General and administrative | 82,344 | 74,025 | 8,319 | 11.2 | % | ||||||||||
| Interest expense | 333,457 | 304,092 | 29,365 | 9.7 | % | ||||||||||
| Depreciation and amortization | 674,287 | 638,114 | 36,173 | 5.7 | % | ||||||||||
| Impairment and other | 8,596 | 28,697 | (20,101) | (70.0) | % | ||||||||||
| Total expenses | 2,074,828 | 1,919,215 | 155,613 | 8.1 | % | ||||||||||
| Gains (losses) on investments in equity securities, net | 350 | (3,939) | 4,289 | 108.9 | % | ||||||||||
| Other, net | (2,435) | (11,261) | 8,826 | 78.4 | % | ||||||||||
| Gain on sale of property, net of tax | 183,540 | 90,699 | 92,841 | 102.4 | % | ||||||||||
| Losses from investments in unconsolidated joint ventures | (17,877) | (9,606) | (8,271) | (86.1) | % | ||||||||||
| Net income | $ | 521,028 | $ | 384,799 | $ | 136,229 | 35.4 | % |
Portfolio Information
As of December 31, 2023 and 2022, we owned 84,567 and 83,113 single-family rental homes, respectively, in our total portfolio. During the years ended December 31, 2023 and 2022, we acquired 2,877 and 1,423 homes, respectively, and sold 1,423 and 691 homes, respectively. During the years ended December 31, 2023 and 2022, we owned an average of 83,722 and 82,929 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 December 31, 2023, our Same Store portfolio consisted of 75,775 single-family rental homes.
Revenues
For the years ended December 31, 2023 and 2022, total revenues were $2,432.3 million and $2,238.1 million, respectively. Set forth below is a discussion of changes in the individual components of total revenues.
For the years ended December 31, 2023 and 2022, total portfolio rental revenues and other property income totaled $2,418.6 million and $2,226.6 million, respectively, an increase of 8.6%, driven by an increase in average monthly rent per occupied home, a 60 bps increase in occupancy, and a 793 home increase between periods in the average number of homes owned.
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Average occupancy for the years ended December 31, 2023 and 2022 for the total portfolio was 96.6% and 96.0%, respectively. Average monthly rent per occupied home for the total portfolio for the years ended December 31, 2023 and 2022 was $2,303 and $2,158, respectively, a 6.7% increase. For our Same Store portfolio, average occupancy was 97.4% and 97.7% for the years ended December 31, 2023 and 2022, respectively, and average monthly rent per occupied home for the years ended December 31, 2023 and 2022 was $2,300 and $2,152, respectively, a 6.9% increase.
The annual turnover rate for the Same Store portfolio for the years ended December 31, 2023 and 2022 was 23.9% and 22.3%, respectively. For the Same Store portfolio, a home remained unoccupied on average for 39 and 37 days between residents for the years ended December 31, 2023 and 2022, respectively. The increase in annual turnover and days to re-resident resulted in an overall decrease in average Same Store 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 6.9% and 9.9% for the years ended December 31, 2023 and 2022, respectively, and new lease net effective rental rate growth for the total portfolio averaged 4.0% and 13.1% for the years ended December 31, 2023 and 2022, respectively. For our Same Store portfolio, renewal lease net effective rental rate growth averaged 7.0% and 10.0% for the years ended December 31, 2023 and 2022, respectively, and new lease net effective rental rate growth averaged 4.5% and 13.1% for the years ended December 31, 2023 and 2022, respectively.
Other property income for the year ended December 31, 2023 increased compared to December 31, 2022, primarily due to enhanced value-add revenue programs and increased utility billbacks as new leases are entered into, among other things.
For the years ended December 31, 2023 and 2022, management fee revenues totaled $13.6 million and $11.5 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 years ended December 31, 2023 and 2022, total expenses were $2,074.8 million and $1,919.2 million, respectively. Set forth below is a discussion of changes in the individual components of total expenses.
For the year ended December 31, 2023, property operating and maintenance expense increased to $880.3 million from $786.4 million for the year ended December 31, 2022. In addition to a 793 home increase between periods in the average number of homes owned, increases in property taxes, property administrative costs, utilities, and turnover expense costs resulted in the overall 12.0% net increase in property operating and maintenance expense.
Property management expense and general and administrative expense increased to $178.2 million from $162.0 million for the years ended December 31, 2023 and 2022, respectively, primarily due to increased personnel costs related to expansion of our property management platform.
Interest expense increased to $333.5 million for the year ended December 31, 2023 from $304.1 million for the year ended December 31, 2022. The increase in interest expense was primarily due to (1) a $779.3 million increase in gross debt outstanding and a 19 bps increase in our weighted average interest rate in each case as of December 31, 2023 compared to December 31, 2022 and (2) a $4.1 million reduction in capitalized interest during the year ended December 31, 2023 compared to the year ended December 31, 2022 due to a decrease in the number of homes undergoing an initial renovation.
Depreciation and amortization expense increased to $674.3 million for the year ended December 31, 2023 from $638.1 million for the year ended December 31, 2022 due to an increase in cumulative capital expenditures and a 793 home increase in the average number of homes owned during the year ended December 31, 2023 compared to the year ended December 31, 2022.
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Impairment and other expenses were $8.6 million and $28.7 million for the years ended December 31, 2023 and 2022, respectively. During the year ended December 31, 2023, impairment and other expenses were comprised of $8.2 million of net casualty losses and $0.4 million of impairment losses on our single-family residential properties. During the year ended December 31, 2022, impairment and other expenses were comprised of net casualty losses of $28.4 million, including the recognition of $24.0 million for estimated losses and damages related to Hurricanes Ian and Nicole, net of estimated insurance proceeds, and impairment losses of $0.3 million on our single-family residential properties.
Gains (losses) on Investments in Equity Securities, net
For the year ended December 31, 2023, gain on investments in equity securities, net of $0.4 million was comprised of net unrealized gains recognized since December 31, 2022 on investments held as of December 31, 2023. For the year ended December 31, 2022, losses on investments in equity securities, net of $3.9 million was comprised of $7.2 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 decreased to $2.4 million for the year ended December 31, 2023 from $11.3 million for the year ended December 31, 2022, primarily due to an increase in interest income on cash balances, partially offset by increases in administrative costs between those periods.
Gain on Sale of Property, net of tax
Gain on sale of property, net of tax was $183.5 million and $90.7 million for the years ended December 31, 2023 and 2022, respectively. An increase in the number of homes sold from 691 for the year ended December 31, 2022 to 1,423 for the year ended December 31, 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 $17.9 million and $9.6 million for the years ended December 31, 2023 and 2022, respectively. The increase in loss is primarily driven by a $10.3 million increase in non-cash interest expense, including the impact of changes in the fair value of underlying derivative instruments for certain of our joint ventures, during the year ended December 31, 2023 compared to the year ended December 31, 2022, partially offset by increased operating profits due to an increase in the number of homes within our joint venture investments.
Year Ended December 31, 2022 Compared to Year Ended December 31, 2021
For similar operating and financial data and discussion of our results for the year ended December 31, 2022 compared to the year ended December 31, 2021, refer to Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2022 10-K.
Liquidity and Capital Resources
Our liquidity and capital resources as of December 31, 2023 and 2022 include unrestricted cash and cash equivalents of $700.6 million and $262.9 million, respectively, a 166.5% increase primarily due to proceeds from the issuance of unsecured notes, as discussed below, during the year ended December 31, 2023.
As of December 31, 2023, our $1,000.0 million revolving facility (the “Revolving Facility”) is 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.
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Public Offerings
On August 2, 2023, in a public offering under our existing shelf registration statement, we issued (1) $450,000 aggregate principal amount of 5.45% Senior Notes which mature on August 15, 2030 and (2) $350,000 aggregate principal amount of 5.50% Senior Notes which mature on August 15, 2033. A portion of the proceeds from these public offerings were used to pay down $150.0 million of then-outstanding indebtedness on our Revolving Facility, and the remaining net proceeds will be used for general corporate purposes, including, without limitation, repayment of other indebtedness including secured debt, working capital, acquisitions, and renovations of single-family properties.
Acquisition of Single-family Residential Properties
During the third quarter of 2023, we completed the purchase of a portfolio of 1,870 single-family residential homes with an aggregate purchase price of approximately $646.6 million.
SOFR Transition
On April 18, 2023, we amended the 2020 Term Loan and Revolving Facilities (the “Credit Facility”) to convert the applicable interest rate from a London Interbank Offered Rate-based (“LIBOR”) index to a Secured Overnight Financing Rate-based (“SOFR”) index rate determined by reference to a published forward-looking SOFR rate for the interest period relevant to such borrowing (“Term SOFR”) and converted the variable rate on our interest rate swap agreements from a LIBOR-based index to a Term SOFR-based index.
Effective July 3, 2023, one of our mortgage loans, IH 2018-4, was amended to transition to a Term SOFR-based index from a LIBOR-based index. The related interest rate cap agreement was amended effective July 15, 2023 to transition to a Term SOFR-based index from a LIBOR-based index. These modifications did not have a material impact on our consolidated financial statements.
These transactions completed the conversion of all LIBOR-based agreements to Term SOFR.
Property Management
In January 2024, we entered into an agreement with a third-party portfolio owner of single-family residential homes to provide property and asset management services for approximately 14,000 homes. Substantially all of the homes are located within our 16 existing core markets.
Other
Our ability to access capital as well as to use cash from operations to continue to meet our liquidity needs, all of which are highly uncertain and cannot be predicted, could be affected by various risks and uncertainties, including, but not limited to, the effects of general economic conditions, including rising inflation and interest rates, as detailed in Part I. Item 1A. “Risk Factors.”
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Long-Term Debt Strategy
The following table summarizes certain information about our debt obligations as of December 31, 2023 ($ 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) | $ | 991,787 | $ | 936,287 | 4.23% | 3.4 | $ | — | |||||||
| IH 2018-4(5) | 643,030 | 610,827 | S + 123 bps | 2.0 | 643,030 | ||||||||||
| Secured Term Loan(6) | 403,129 | 403,129 | 3.59% | 7.4 | — | ||||||||||
| Total secured(7) | 2,037,946 | $ | 1,950,243 | 4.09% | 3.8 | 643,030 | |||||||||
| Unsecured: | |||||||||||||||
| 2020 Term Loan Facility(8) | $ | 2,500,000 | S + 100 bps | 2.1 | $ | 2,500,000 | |||||||||
| 2022 Term Loan Facility(8) | 725,000 | S + 125 bps | 5.5 | — | |||||||||||
| Revolving Facility(8) | — | S + 90 bps | 2.1 | — | |||||||||||
| Unsecured Notes — May 2028 | 150,000 | 2.46% | 4.4 | — | |||||||||||
| Unsecured Notes — November 2028 | 600,000 | 2.30% | 4.9 | — | |||||||||||
| Unsecured Notes — August 2030 | 450,000 | 5.45% | 6.6 | — | |||||||||||
| Unsecured Notes — August 2031 | 650,000 | 2.00% | 7.6 | — | |||||||||||
| Unsecured Notes — April 2032 | 600,000 | 4.15% | 8.3 | — | |||||||||||
| Unsecured Notes — August 2033 | 350,000 | 5.50% | 9.6 | — | |||||||||||
| Unsecured Notes — January 2034 | 400,000 | 2.70% | 10.0 | — | |||||||||||
| Unsecured Notes — May 2036 | 150,000 | 3.18% | 12.4 | — | |||||||||||
| Total unsecured(7) | 6,575,000 | 3.73% | 5.3 | 2,500,000 | |||||||||||
| Total debt(7) | 8,612,946 | 3.82% | 5.0 | $ | 3,143,030 | ||||||||||
| Unamortized discounts | (21,376) | ||||||||||||||
| Deferred financing costs, net | (45,518) | ||||||||||||||
| Total debt per balance sheet | 8,546,052 | ||||||||||||||
| Retained certificates | (87,703) | ||||||||||||||
| Cash and restricted cash, excluding security deposits and letters of credit | (713,898) | ||||||||||||||
| Deferred financing costs, net | 45,518 | ||||||||||||||
| Unamortized discounts | 21,376 | ||||||||||||||
| Net debt | $ | 7,811,345 |
(1)For detailed information about and definition of each of our financing arrangements see Part IV. Item 15. “Exhibits and Financial Statements — Note 7 of Notes to Consolidated Financial Statements.” For information about our derivative instruments that hedge floating rate debt, see Part IV. Item 15. “Exhibits and Financial Statements — Note 8 of Notes to Consolidated Financial Statements.”
(2)Variable interest rate loans are Term SOFR-based, including any credit spread 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)Effective July 3, 2023, the interest rate for IH 2018-4 is based on the weighted average spread over Term SOFR adjusted for an 0.11% credit spread adjustment. As of December 31, 2023, Term SOFR was 5.35%.
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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 a comparable or successor rate to one month LIBOR as provided for in our loan agreement, including applicable servicing fees, subject to certain adjustments as outlined in the loan agreement.
(7)For secured debt, unsecured debt, and total debt, the weighted average interest rate is calculated based on December 31, 2023, Term SOFR of 5.35% adjusted for either a 0.11% or a 0.10% credit spread adjustment (Adjusted SOFR), as appropriate, and includes the impact of interest rate swap agreements effective as of that date.
(8)Interest rate is based on Term SOFR of 5.35% plus the applicable margin and a 0.10% credit spread adjustment.
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.”
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 IV. Item 15. “Exhibits and Financial Statements of — Notes to Consolidated Financial Statements” for additional information about our investments in unconsolidated joint ventures.
Overall macroeconomic conditions, including rising inflation, bank failures, 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.
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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 $1,000.0 million as of December 31, 2023.
Our long-term liquidity requirements consist primarily of funds necessary to pay for the acquisition of, and non-recurring capital expenditures for, our homes, and principal and interest payments of our indebtedness. We intend to satisfy our long-term liquidity needs through cash provided by operations, long-term secured and unsecured borrowings, the issuance of debt and equity securities, and property dispositions. As a REIT, we are required to distribute to our stockholders at least 90% of our taxable income, excluding net capital gain, on an annual basis. Therefore, as a general matter, it is unlikely that we will be able to retain substantial cash balances from our annual taxable income that could be used to meet our liquidity needs. Instead, we will need to meet these needs from external sources of capital and amounts, if any, by which our cash flow generated from operations exceeds taxable income.
Cash Flows
Year Ended December 31, 2023 Compared to Year Ended December 31, 2022
The following table summarizes our cash flows for the years ended December 31, 2023 and 2022:
| For the Years Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | 2023 | 2022 | $ Change | % Change | |||||||||||
| Net cash provided by operating activities | $ | 1,107,088 | $ | 1,023,587 | $ | 83,501 | 8.2 | % | |||||||
| Net cash used in investing activities | (773,552) | (814,413) | 40,861 | 5.0 | % | ||||||||||
| Net cash provided by (used in) financing activities | 110,021 | (574,105) | 684,126 | 119.2 | % | ||||||||||
| Change in cash, cash equivalents, and restricted cash | $ | 443,557 | $ | (364,931) | $ | 808,488 | 221.5 | % |
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 $1,107.1 million and $1,023.6 million for the years ended December 31, 2023 and 2022, respectively, an increase of 8.2%. The increase in cash provided by operating activities is primarily due to improved operational profitability, including a $100.2 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 $773.6 million and $814.4 million for the years ended December 31, 2023 and 2022, respectively, a decrease of $40.9 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 year ended December 31, 2023 compared to the year ended December 31, 2022: (1) an increase 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; (4) a decrease in cash used for initial renovations of homes; and (5) a decrease in cash from repayment proceeds from retained debt securities. Acquisition spend increased by $405.0 million from period to period due to an increase in the number of homes acquired from 1,423 during the year ended December 31, 2022 to 2,877 homes acquired during the year ended December 31, 2023. Cash invested in joint ventures decreased $167.3 million due to reduced acquisition activity in existing joint ventures during the year ended December 31, 2023 compared to the year ended December 31, 2022. Proceeds from the sale of single-family homes increased $248.0 million due to an increase in the number of homes sold from 691 during the year ended December 31, 2022 to 1,423 homes sold during the year ended December 31, 2023. Renovation spend decreased by $92.2 million due to a decrease in the number of unoccupied homes acquired between periods, resulting in fewer renovations being completed during the year ended December 31, 2023 compared to the year ended December 31, 2022. In connection with the full prepayments of the IH 2018-2 and IH 2018-3 mortgage loans and partial repayments on mortgage loans related to the sale of homes during the year ended December 31, 2022, $70.5 million of
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repayments of the related retained certificates were received. There were no such full prepayments of mortgage loans during the year ended December 31, 2023.
Financing Activities
Net cash provided by financing activities was $110.0 million for the year ended December 31, 2023 compared to net cash used in financing activities of $574.1 million for the year ended December 31, 2022. During the years ended December 31, 2023 and 2022, we made dividend and distribution payments totaling $640.5 million and $541.4 million, respectively, which were funded by cash flows from operations. We issued $790.1 million of unsecured notes, net of discount, during the year ended December 31, 2023 compared to $598.4 million of unsecured notes issued and $725.0 million borrowed on a new term loan facility during the year ended December 31, 2022. During the year ended December 31, 2022, proceeds from financing activity along with cash from operations were used to repay $1,412.2 million of mortgage loans, and issuances and sales of stock under our 2021 ATM Equity Program generated $98.4 million of net proceeds which were used primarily for acquisitions.
Year Ended December 31, 2022 Compared to Year Ended December 31, 2021
For similar operating and financial data and discussion of our results for the year ended December 31, 2022 compared to the year ended December 31, 2021, refer to Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operation — Cash Flows” of our 2022 10-K.
Contractual Obligations
Our contractual obligations as of December 31, 2023, consist of the following:
| ($ in thousands) | Total | 2024 | 2025-2026 | 2027-2028 | Thereafter | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Mortgage loans(1)(2)(3)(4) | $ | 1,867,642 | $ | 85,831 | $ | 771,640 | $ | 1,010,171 | $ | — | |||||||||
| Secured Term Loan(1)(2)(3) | 510,793 | 14,503 | 28,927 | 28,967 | 438,396 | ||||||||||||||
| Unsecured Notes(1)(2)(3) | 4,253,384 | 115,049 | 229,470 | 975,821 | 2,933,044 | ||||||||||||||
| Term Loan Facilities(1)(2)(3)(4) | 3,836,613 | 213,477 | 2,776,073 | 98,704 | 748,359 | ||||||||||||||
| Revolving Facility(1)(2)(3)(4)(5) | 4,233 | 2,033 | 2,200 | — | — | ||||||||||||||
| Derivative instruments(1)(6) | (152,987) | (95,174) | (40,411) | (14,423) | (2,979) | ||||||||||||||
| Purchase commitments(7) | 5,547 | 5,547 | — | — | — | ||||||||||||||
| Operating leases | 11,847 | 4,543 | 5,144 | 2,002 | 158 | ||||||||||||||
| Finance leases | 4,138 | 1,706 | 1,785 | 647 | — | ||||||||||||||
| Total | $ | 10,341,210 | $ | 347,515 | $ | 3,774,828 | $ | 2,101,889 | $ | 4,116,978 |
(1)For detailed information about each of our financing arrangements and derivative instruments see Part IV. Item 15. “Exhibits and Financial Statements — Note 7 of Notes to Consolidated Financial Statements” and “— Note 8 of Notes to Consolidated Financial Statements.
(2)Includes estimated interest payments through the extended maturity date, as applicable, based on the principal amount outstanding as of December 31, 2023.
(3)Interest is calculated at rates in effect as of December 31, 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 December 31, 2023, Term SOFR was 5.35%.
(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 IV. Item 15. “Exhibits and Financial Statements — Note 7 of Notes to Consolidated Financial Statements” for a description of maturity dates without consideration of extension options.
(5)Includes the related unused commitment fee, as applicable.
(6)Includes payments (receipts) related to interest rate swap and interest rate cap obligations calculated using Term SOFR. As of December 31, 2023, Term SOFR was 5.35%.
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(7)Represents commitments, net of previously funded deposits, to acquire 18 single-family rental homes.
The amounts above do not include commitments pursuant to binding purchase agreements with certain homebuilders for the purchase of 1,789 homes over the next four years. Estimated remaining commitments under these agreements total approximately $630.0 million as of December 31, 2023.
Additionally, we have commitments, which are not reflected in the table above, to make additional capital contributions to our joint ventures. As of December 31, 2023, our remaining equity commitments to our joint ventures total $127.9 million.
LIBOR Transition
The Financial Conduct Authority of the United Kingdom, which has statutory powers to require panel banks to contribute to LIBOR, ceased publication of one month USD LIBOR effective 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 established a uniform benchmark replacement process for financial contracts that matured after June 30, 2023 which did not contain clearly defined or practicable fallback provisions. The legislation also created 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.
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 Term 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 Term SOFR. Effective July 3, 2023, one of our mortgage loans, IH 2018-4, was amended to transition to Term SOFR from LIBOR. The related interest rate cap agreement was amended effective July 15, 2023 to transition to Term SOFR from LIBOR. These transactions completed the conversion of all LIBOR-based agreements to Term SOFR.
Furthermore, we made 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 IV. Item 15. “Exhibits and Financial Statements — Note 2 of Notes to Consolidated Financial Statements,” we 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 were 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 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 consolidated financial statements, and management believes such summarized financial information would be repetitive and would not provide incremental value to investors.
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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 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.
Critical Accounting Policies and Estimates
Our discussion and analysis of our historical financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with GAAP and in conjunction with the rules and regulations of the SEC. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions about the effect of matters that are inherently uncertain and that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could ultimately differ from those estimates. For a discussion of recently-issued and adopted accounting standards, see Part IV. Item 15. “Exhibits and Financial Statement Schedules — Note 2 of Notes to Consolidated Financial Statements.”
Investments in Single-Family Residential Properties
The following significant accounting policies affect the acquisition, disposition, recognition, classification, and fair value measurements (on a nonrecurring basis) related to our owned portfolio of approximately 85,000 single-family residential properties located primarily in 16 markets across the United States. For a complete discussion of our accounting policy and other factors related to each category below, see Part IV. Item 15. “Exhibits and Financial Statement Schedules — Note 2 of Notes to Consolidated Financial Statements.”
•Acquisition of Real Estate Assets: Our purchases of homes are generally treated as asset acquisitions unless acquired in connection with a business combination. For asset acquisitions, homes are recorded at their purchase price, which is allocated between land, building and improvements, and in-place lease intangibles (when a resident is in place at the acquisition date) based upon their relative fair values at the date of acquisition. The purchase price for purposes of this allocation is inclusive of acquisition costs which typically include legal fees, bidding service and title fees, payments made to cure tax, utility, HOA, and other mechanic’s and miscellaneous liens, as well as other closing costs. The attributes and location of each home acquired are considered at the individual home level when determining the percentage of purchase price allocated to building and improvements versus land. As such, these allocation percentages vary based on the homes acquired during each reporting period. If the percentage allocated to buildings and improvements versus land for the homes acquired during the year ended December 31, 2023 was increased or decreased by 500 bps, our annualized depreciation expense would have changed by approximately $1.5 million.
•Cost Capitalization: We incur costs to acquire, stabilize, and prepare our single-family residential properties to be leased. We capitalize these costs as a component of our investment in each single-family residential property, using specific identification and relative allocation methodologies. The capitalization period associated with our stabilization activities begins at the time that such activities commence and concludes at the time that a single-family residential property is available to be leased.
Once a property is ready for its intended use, expenditures for ordinary maintenance and repairs thereafter are expensed to operations as incurred, and we capitalize expenditures that improve or extend the life of a home and for certain furniture and fixtures additions.
The capitalized costs are depreciated on a straight-line basis over their estimated useful lives, which are reviewed on an annual basis. For additions to our single-family residential properties place in service after December 31, 2021, the weighted average useful lives range from 7 to 32 years. Prior to that date, the weighted average useful lives ranged from 7 to 28.5 years. If the useful lives for costs capitalized during the year ended December 31, 2023 were
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increased or decreased by 10%, our annualized depreciation expense would have changed by approximately $6.0 million.
•Provisions for Impairment: We continuously evaluate, by property, whether there are any events or changes in circumstances indicating that the carrying amount of our single-family residential properties may not be recoverable. To the extent an event or change in circumstance is identified, a residential property is considered to be impaired only if its carrying value cannot be recovered through estimated future undiscounted cash flows from the use and eventual disposition of the property. To the extent an impairment has occurred, the carrying amount of our investment in a property is adjusted to its estimated fair value. The process whereby we assess our single-family residential properties for impairment requires significant judgment and assessment of factors that are, at times, subject to significant uncertainty. We evaluate multiple information sources and perform a number of internal analyses, each of which are important components of our process with no one information source or analysis being necessarily determinative. There have not been any significant process changes in our review for impairment during the current reporting period. For those homes for which a change in an event or circumstance was identified in the most recent impairment analysis, a 10% decrease in the estimated fair value of those homes may have resulted in an increase in impairment expense of $0.6 million.
•Single-Family Residential Properties Held for Sale: From time to time, we may identify single-family residential properties to be sold. Once we identify a property to be sold pursuant to GAAP requirements, we cease depreciating the property, measure the property at the lower of its carrying amount or its fair value less estimated costs to sell, and present the property separately within other assets, net on our consolidated balance sheets. As of December 31, 2023, 189 homes, approximately 0.2% of our portfolio, were held for sale, compared to 131 homes as of December 31, 2022. If market values less disposal costs for our properties that were classified as held for sale as of December 31, 2023 were 10% lower or higher, our impairment expense related to those properties would have changed by approximately $0.5 million.
Segment Reporting
Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the 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.
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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; and impairment on depreciated real estate investments.
Adjusted EBITDAre is defined as EBITDAre before the following items: share-based compensation expense; severance; casualty (gains) 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. Where appropriate, EBITDA, EBITDAre, and Adjusted EBITDAre are adjusted for our share of investments in unconsolidated joint ventures. 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 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.
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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 Years Ended December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | 2023 | 2022 | 2021 | |||||||||||
| Net income available to common stockholders | $ | 518,774 | $ | 382,668 | $ | 261,098 | ||||||||
| Net income available to participating securities | 696 | 661 | 327 | |||||||||||
| Non-controlling interests | 1,558 | 1,470 | 1,351 | |||||||||||
| Interest expense | 333,457 | 304,092 | 322,661 | |||||||||||
| Interest expense in unconsolidated joint ventures | 18,255 | 3,581 | 1,209 | |||||||||||
| Depreciation and amortization | 674,287 | 638,114 | 592,135 | |||||||||||
| Depreciation and amortization of investments in unconsolidated joint ventures | 10,469 | 5,838 | 1,304 | |||||||||||
| EBITDA | 1,557,496 | 1,336,424 | 1,180,085 | |||||||||||
| Gain on sale of property, net of tax | (183,540) | (90,699) | (60,008) | |||||||||||
| Impairment on depreciated real estate investments | 427 | 310 | 650 | |||||||||||
| Net gain on sale of investments in unconsolidated joint ventures | (1,668) | (865) | (1,050) | |||||||||||
| EBITDAre | 1,372,715 | 1,245,170 | 1,119,677 | |||||||||||
| Share-based compensation expense(1) | 29,503 | 28,962 | 27,170 | |||||||||||
| Severance | 977 | 314 | 1,057 | |||||||||||
| Casualty losses, net (2) | 8,200 | 28,485 | 8,026 | |||||||||||
| (Gains) losses on investments in equity securities, net | (350) | 3,939 | 9,420 | |||||||||||
| Other, net(3) | 2,435 | 11,261 | 5,835 | |||||||||||
| Adjusted EBITDAre | $ | 1,413,480 | $ | 1,318,131 | $ | 1,171,185 |
(1)For the years ended December 31, 2023, 2022, and 2021, $6,963, $6,493, and $5,427, was recorded in property management expense, respectively, and $22,540, $22,469, and $21,743, was recorded in general and administrative expense, respectively.
(2)Includes our share from unconsolidated joint ventures. The year ended December 31, 2022 includes $24,000 of net estimated losses and damages related to Hurricanes Ian and Nicole.
(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 Years Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | 2023 | 2022 | 2021 | ||||||||||||
| Net income available to common stockholders | $ | 518,774 | $ | 382,668 | $ | 261,098 | |||||||||
| Net income available to participating securities | 696 | 661 | 327 | ||||||||||||
| Non-controlling interests | 1,558 | 1,470 | 1,351 | ||||||||||||
| Interest expense | 333,457 | 304,092 | 322,661 | ||||||||||||
| Depreciation and amortization | 674,287 | 638,114 | 592,135 | ||||||||||||
| Property management expense(1) | 95,809 | 87,936 | 71,597 | ||||||||||||
| General and administrative(2) | 82,344 | 74,025 | 75,815 | ||||||||||||
| Impairment and other(3) | 8,596 | 28,697 | 8,676 | ||||||||||||
| Gain on sale of property, net of tax | (183,540) | (90,699) | (60,008) | ||||||||||||
| (Gains) losses on investments in equity securities, net | (350) | 3,939 | 9,420 | ||||||||||||
| Other, net(4) | 2,435 | 11,261 | 5,835 | ||||||||||||
| Management fee revenues | (13,647) | (11,480) | (4,893) | ||||||||||||
| Losses from investments in unconsolidated joint ventures | 17,877 | 9,606 | 1,546 | ||||||||||||
| NOI (total portfolio) | 1,538,296 | 1,440,290 | 1,285,560 | ||||||||||||
| Non-Same Store NOI | (132,676) | (98,612) | |||||||||||||
| NOI (Same Store portfolio)(5) | $ | 1,405,620 | $ | 1,341,678 |
(1)Includes $6,963, $6,493, and $5,427, of share-based compensation expense for the years ended December 31, 2023, 2022, and 2021, respectively.
(2)Includes $22,540, $22,469, and $21,743, of share-based compensation expense for the years ended December 31, 2023, 2022, and 2021, respectively.
(3)The year ended December 31, 2022 includes $24,000 of net estimated losses and damages related to Hurricanes Ian and Nicole.
(4)Includes interest income and other miscellaneous income and expenses.
(5)The Same Store portfolio totaled 75,775 homes for the years ended December 31, 2023 and 2022.
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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.
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 effects 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 that are necessary to help preserve the value, and maintain the functionality, of our homes. Where appropriate, FFO, Core FFO, and Adjusted FFO are adjusted for our share of investments in unconsolidated joint ventures.
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 Years Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands, except shares and per share data) | 2023 | 2022 | 2021 | ||||||||||||
| Net income available to common stockholders | $ | 518,774 | $ | 382,668 | $ | 261,098 | |||||||||
| Add (deduct) adjustments from net income to derive FFO: | |||||||||||||||
| Net income available to participating securities | 696 | 661 | 327 | ||||||||||||
| Non-controlling interests | 1,558 | 1,470 | 1,351 | ||||||||||||
| Depreciation and amortization on real estate assets | 663,398 | 629,301 | 585,101 | ||||||||||||
| Impairment on depreciated real estate investments | 427 | 310 | 650 | ||||||||||||
| Net gain on sale of previously depreciated investments in real estate | (183,540) | (90,699) | (60,008) | ||||||||||||
| Depreciation and net gain on sale of investments in unconsolidated joint ventures | 8,704 | 4,907 | 254 | ||||||||||||
| FFO | 1,010,017 | 928,618 | 788,773 | ||||||||||||
| Non-cash interest expense related to amortization of deferred financing costs, loan discounts, and non-cash interest expense from derivatives(1) | 36,069 | 24,326 | 34,520 | ||||||||||||
| Share-based compensation expense(2) | 29,503 | 28,962 | 27,170 | ||||||||||||
| Legal settlements | 2,000 | 7,400 | — | ||||||||||||
| Severance expense | 977 | 314 | 1,057 | ||||||||||||
| Casualty losses, net(1)(3) | 8,200 | 28,485 | 8,026 | ||||||||||||
| (Gains) losses on investments in equity securities, net | (350) | 3,939 | 9,420 | ||||||||||||
| Core FFO | 1,086,416 | 1,022,044 | 868,966 | ||||||||||||
| Recurring capital expenditures(1) | (163,051) | (156,147) | (123,405) | ||||||||||||
| Adjusted FFO | $ | 923,365 | $ | 865,897 | $ | 745,561 | |||||||||
| Net income available to common stockholders | |||||||||||||||
| Weighted average common shares outstanding — diluted(4)(5)(6) | 613,288,708 | 611,112,396 | 579,209,523 | ||||||||||||
| Net income per common share — diluted(4)(5)(6) | $ | 0.85 | $ | 0.63 | $ | 0.45 | |||||||||
| FFO | |||||||||||||||
| Numerator for FFO per common share — diluted(4) | $ | 1,010,017 | $ | 928,618 | $ | 803,137 | |||||||||
| Weighted average common shares and OP Units outstanding — diluted(4)(5)(6) | 615,367,734 | 613,669,133 | 593,735,669 | ||||||||||||
| FFO per common share — diluted(4)(5)(6) | $ | 1.64 | $ | 1.51 | $ | 1.35 | |||||||||
| Core FFO and Adjusted FFO | |||||||||||||||
| Weighted average common shares and OP Units outstanding — diluted(4)(5)(6) | 615,367,734 | 613,669,133 | 582,442,466 | ||||||||||||
| Core FFO per common share — diluted(4)(5)(6) | $ | 1.77 | $ | 1.67 | $ | 1.49 | |||||||||
| AFFO per common share — diluted(4)(5)(6) | $ | 1.50 | $ | 1.41 | $ | 1.28 |
(1)Includes our share from unconsolidated joint ventures.
(2)For the years ended December 31, 2023, 2022, and 2021, $6,963, $6,493, and $5,427, was recorded in property management expense, respectively, and $22,540, $22,469, and $21,743, was recorded in general and administrative expense, respectively.
(3)The year ended December 31, 2022 includes $24,000 of net estimated losses and damages related to Hurricanes Ian and Nicole.
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(4)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 year ended December 31, 2022, 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.
With respect to the 2022 Convertible Notes, during the year ended December 31, 2021, at the election of the note holders, we settled $203,510 of principal outstanding for the 2022 Convertible Notes with the issuance of 8,943,374 shares of common stock. These issued shares of common stock are included within all net income, FFO, Core FFO, and AFFO per common share calculations subsequent to the conversion date.
For the year ended December 31, 2021, the numerator for FFO per common share — diluted is adjusted for interest expense on the 2022 Convertible Notes, including non-cash amortization of discounts, totaling $14,364, and the denominator is adjusted for 11,293,203 potential shares of common stock issuable upon the conversion of the 2022 Convertible Notes. No such adjustments were made to Core FFO and AFFO per common share —diluted.
(5)Incremental shares attributed to non-vested share-based awards 1,394,924, 1,341,786, and 1,528,453 for the years ended December 31, 2023, 2022, and 2021, 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 1,638,264, 1,559,524 and 1,822,015 for the years ended December 31, 2023, 2022, and 2021, respectively, related to incremental shares attributed to non-vested share-based awards are included in the denominator.
(6)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 1,835,686, 2,338,999, and 2,939,381 for the years ended December 31, 2023, 2022, and 2021, respectively, are included in the denominator for the computations of FFO, Core FFO, and AFFO per common share — diluted.
FY 2022 10-K MD&A
SEC filing source: 0001687229-23-000029.
ITEM 7. 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 together with Part I. Item 1. “Business” and the consolidated financial statements, including the notes thereto, that are included elsewhere in this 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,” “Forward-Looking Statements,” or in other parts of this report.
For similar operating and financial data and discussion of our year ended December 31, 2021 results compared to our year ended December 31, 2020 results, refer to Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K which was filed with the SEC on February 22, 2022 (the “2021 10-K”). The sections entitled “Result of Operations — Year Ended December 31, 2021 Compared to Year Ended December 31, 2020” and “Cash Flows — Year Ended December 31, 2021 Compared to Year Ended December 31, 2020” in Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Result of Operations” of our 2021 10-K are incorporated herein by reference.
Capitalized terms used without definition have the meaning provided elsewhere in this Annual Report on Form 10-K.
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 December 31, 2022, 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. ESG 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.
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Impact of Macroeconomic Trends
Overall unfavorable global and United States economic conditions (including inflation and interest rates), uncertainty in financial markets, 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 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 supply chain disruptions, 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 higher levels of bad debt expense, which we believe is driven in part by declining availability of rent assistance payments as many COVID-related programs begin to wind down, as well as ordinances in certain markets which restrict residential lease compliance options. We expect that our bad debt expense will remain elevated compared to pre-COVID averages, as it continues to take longer to address residents who are not current with their rent.
To offset the impacts of increasing inflation, since March 2022 the Federal Open Market Committee has raised short-term interest rates a total of 425 bps to a target range of 4.25% to 4.50% as of December 31, 2022. The committee has signaled that it expects to make additional rate increases.
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” in this 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. 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 and/or increase the vulnerability of our residents to rising energy and water expenses and use restrictions. 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” in this Annual Report on Form 10-K.
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Other Matters
In July 2021, 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 and cooperation with impacted residents to use federal assistance funds as an alternative to eviction. In October 2021 and January 2022, we received additional congressional inquiries requesting information about 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 year ended December 31, 2022 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 | 7,776 | 97.6% | $2,808 | $1.65 | 11.9 | % | |||||
| Northern California | 4,440 | 95.1% | 2,511 | 1.61 | 6.1 | % | |||||
| Seattle | 4,084 | 92.2% | 2,626 | 1.37 | 5.8 | % | |||||
| Phoenix | 8,914 | 95.4% | 1,836 | 1.10 | 9.3 | % | |||||
| Las Vegas | 3,180 | 95.3% | 2,045 | 1.03 | 3.6 | % | |||||
| Denver | 2,670 | 89.6% | 2,374 | 1.30 | 3.4 | % | |||||
| Western United States Subtotal | 31,064 | 95.0% | 2,350 | 1.35 | 40.1 | % | |||||
| Florida: | |||||||||||
| South Florida | 8,402 | 97.3% | 2,607 | 1.40 | 12.2 | % | |||||
| Tampa | 8,637 | 96.6% | 2,031 | 1.09 | 9.9 | % | |||||
| Orlando | 6,457 | 97.1% | 1,993 | 1.07 | 7.3 | % | |||||
| Jacksonville | 1,928 | 97.0% | 1,991 | 1.00 | 2.2 | % | |||||
| Florida Subtotal | 25,424 | 97.0% | 2,209 | 1.18 | 31.6 | % | |||||
| Southeast United States: | |||||||||||
| Atlanta | 12,657 | 96.8% | 1,813 | 0.88 | 13.0 | % | |||||
| Carolinas | 5,359 | 95.5% | 1,860 | 0.87 | 5.5 | % | |||||
| Southeast United States Subtotal | 18,016 | 96.4% | 1,827 | 0.88 | 18.5 | % | |||||
| Texas: | |||||||||||
| Houston | 2,104 | 96.5% | 1,736 | 0.90 | 2.1 | % | |||||
| Dallas | 2,869 | 95.2% | 2,042 | 0.99 | 3.3 | % | |||||
| Texas Subtotal | 4,973 | 95.7% | 1,911 | 0.95 | 5.4 | % | |||||
| Midwest United States: | |||||||||||
| Chicago | 2,527 | 97.4% | 2,171 | 1.35 | 3.0 | % | |||||
| Minneapolis | 1,109 | 95.9% | 2,143 | 1.09 | 1.4 | % | |||||
| Midwest United States Subtotal | 3,636 | 96.9% | 2,163 | 1.26 | 4.4 | % | |||||
| Total / Average | 83,113 | 96.0% | $2,158 | $1.15 | 100.0 | % | |||||
| Same Store Total / Average | 74,646 | 97.7% | $2,151 | $1.15 | 91.2 | % |
(1)As of December 31, 2022.
(2)Represents average occupancy for the year ended December 31, 2022.
(3)Represents average monthly rent for the year ended December 31, 2022.
(4)Represents the percentage of rental revenues and other property income generated in each market for the year ended December 31, 2022.
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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” 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 71.7% of our rental revenues and other property income during the year ended December 31, 2022. 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 II. Item 7A. “Quantitative and Qualitative Disclosures about Market Risk” 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 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
Year Ended December 31, 2022 Compared to Year Ended December 31, 2021
The following table sets forth a comparison of the results of operations for the years ended December 31, 2022 and 2021:
| For the Years Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | 2022 | 2021 | $ Change | % Change | |||||||||||
| Revenues: | |||||||||||||||
| Rental revenues and other property income | $ | 2,226,641 | $ | 1,991,722 | $ | 234,919 | 11.8 | % | |||||||
| Management fee revenues | 11,480 | 4,893 | 6,587 | 134.6 | % | ||||||||||
| Total revenues | 2,238,121 | 1,996,615 | 241,506 | 12.1 | % | ||||||||||
| Expenses: | |||||||||||||||
| Property operating and maintenance | 786,351 | 706,162 | 80,189 | 11.4 | % | ||||||||||
| Property management expense | 87,936 | 71,597 | 16,339 | 22.8 | % | ||||||||||
| General and administrative | 74,025 | 75,815 | (1,790) | (2.4) | % | ||||||||||
| Interest expense | 304,092 | 322,661 | (18,569) | (5.8) | % | ||||||||||
| Depreciation and amortization | 638,114 | 592,135 | 45,979 | 7.8 | % | ||||||||||
| Impairment and other | 28,697 | 8,676 | 20,021 | 230.8 | % | ||||||||||
| Total expenses | 1,919,215 | 1,777,046 | 142,169 | 8.0 | % | ||||||||||
| Losses on investments in equity securities, net | (3,939) | (9,420) | 5,481 | 58.2 | % | ||||||||||
| Other, net | (11,261) | (5,835) | (5,426) | (93.0) | % | ||||||||||
| Gain on sale of property, net of tax | 90,699 | 60,008 | 30,691 | 51.1 | % | ||||||||||
| Losses from investments in unconsolidated joint ventures | (9,606) | (1,546) | (8,060) | (521.3) | % | ||||||||||
| Net income | $ | 384,799 | $ | 262,776 | $ | 122,023 | 46.4 | % |
Portfolio Information
As of December 31, 2022 and 2021, we owned 83,113 and 82,381 single-family rental homes, respectively, in our total portfolio. During the years ended December 31, 2022 and 2021, we acquired 1,423 and 2,938 homes, respectively, and sold 691 and 734 homes, respectively. During the years ended December 31, 2022 and 2021, we owned an average of 82,929 and 80,901 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 December 31, 2022, our Same Store portfolio consisted of 74,646 single-family rental homes.
Revenues
For the years ended December 31, 2022 and 2021, total revenues were $2,238.1 million and $1,996.6 million, respectively. Set forth below is a discussion of changes in the individual components of total revenues.
For the years ended December 31, 2022 and 2021, total portfolio rental revenues and other property income totaled $2,226.6 million and $1,991.7 million, respectively, an increase of 11.8%, driven by an increase in average monthly rent per occupied home and a 2,028 home increase between periods in the average number of homes owned, partially offset by a 100 bps reduction in occupancy.
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Average occupancy for the years ended December 31, 2022 and 2021 for the total portfolio was 96.0% and 97.0%, respectively. Average monthly rent per occupied home for the total portfolio for the years ended December 31, 2022 and 2021 was $2,158 and $1,972, respectively, a 9.4% increase. For our Same Store portfolio, average occupancy was 97.7% and 98.2% for the years ended December 31, 2022 and 2021, respectively, and average monthly rent per occupied home for the years ended December 31, 2022 and 2021 was $2,151 and $1,970, respectively, a 9.2% increase.
The annual turnover rate for the Same Store portfolio for the years ended December 31, 2022 and 2021 was 21.8% and 23.1%, respectively. For the Same Store portfolio, an average home remained unoccupied for 37 and 27 days between residents for the years ended December 31, 2022 and 2021, respectively. The decrease in annual turnover only partially offset the increase in days to re-resident resulting in an overall decrease in average occupancy on a year over year basis. During the years ended December 31, 2022 and 2021, our turnover rate may have been impacted by the effects of the COVID-19 pandemic (e.g., eviction moratoriums and residents who were not inclined to relocate during a pandemic). These moratoriums have now generally been lifted in the vast majority of our markets.
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 9.9% and 6.7% for the years ended December 31, 2022 and 2021, respectively, and new lease net effective rental rate growth for the total portfolio averaged 13.1% and 14.3% for the years ended December 31, 2022 and 2021, respectively. For our Same Store portfolio, renewal lease net effective rental rate growth averaged 10.0% and 6.7% for the years ended December 31, 2022 and 2021, respectively, and new lease net effective rental rate growth averaged 13.5% and 14.4% for the years ended December 31, 2022 and 2021, respectively.
Other property income for the year ended December 31, 2022 increased compared to December 31, 2021, primarily due to increased utility billbacks as new leases are entered into, increased collections of late fees, and enhanced ancillary revenue programs, among other things.
For the years ended December 31, 2022 and 2021, management fee revenues totaled $11.5 million and $4.9 million, respectively. These fees increased as a result of the formation of new joint ventures and an increase in the number of homes generating revenues within our joint ventures.
Expenses
For the years ended December 31, 2022 and 2021, total expenses were $1,919.2 million and $1,777.0 million, respectively. Set forth below is a discussion of changes in the individual components of total expenses.
For the year ended December 31, 2022, property operating and maintenance expense increased to $786.4 million from $706.2 million for the year ended December 31, 2021. In addition to a 2,028 home increase between periods in the average number of homes owned, increases in property taxes, repairs and maintenance, utilities, and property administrative costs resulted in the overall 11.4% net increase in property operating and maintenance expense.
Property management expense and general and administrative expense increased to $162.0 million from $147.4 million for the years ended December 31, 2022 and 2021, respectively. The increase is primarily due to increased property management expense, including personnel and technology costs related to expansion of our platform that provides services to both our wholly owned portfolio and our joint ventures.
Interest expense decreased from $322.7 million for the year ended December 31, 2021 to $304.1 million for the year ended December 31, 2022. The decrease in interest expense was primarily due to refinancing activities since December 31, 2021. The $228.7 million decrease in gross debt outstanding from December 31, 2021 to December 31, 2022 was partially offset by a 18 bps increase in our weighted average interest rate at each period end.
Depreciation and amortization expense increased to $638.1 million for the year ended December 31, 2022 from $592.1 million for the year ended December 31, 2021 due to an increase in cumulative capital expenditures and an increase in the average number of homes owned during the year ended December 31, 2022 compared to the year ended December 31, 2021.
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Impairment and other expenses were $28.7 million and $8.7 million for the years ended December 31, 2022 and 2021, respectively. During the year ended December 31, 2022, impairment and other expenses were comprised of net casualty losses of $28.4 million, including the recognition of $24.0 million for estimated losses and damages related to Hurricanes Ian and Nicole, net of estimated insurance proceeds, and impairment losses of $0.3 million on our single-family residential properties. During the year ended December 31, 2021, impairment and other expenses were comprised of net casualty losses of $8.0 million and impairment losses of $0.7 million on our single-family residential properties.
Losses on Investments in Equity Securities, net
For the year ended December 31, 2022, losses on investments in equity securities, net of $3.9 million was comprised of $7.2 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. For the year ended December 31, 2021, $9.4 million of losses on investments in equity securities, net was comprised of $5.5 million of net losses recognized on investments sold during the year, including the reversal of unrealized gains recognized during the year ended December 31, 2020, and $3.9 million net unrealized losses recognized on investments held as of December 31, 2021.
Other, net
Other, net increased to $11.3 million for the year ended December 31, 2022 from $5.8 million for the year ended December 31, 2021, primarily due to a global settlement of a multistate putative class action regarding resident late fees in 2022 and other increases in administrative costs between those periods. The global settlement remains subject to court approval.
Gain on Sale of Property, net of tax
Gain on sale of property, net of tax was $90.7 million and $60.0 million for the years ended December 31, 2022 and 2021, respectively. The primary driver of the increase was an increase in disposition proceeds received per home between periods, partially offset by a decrease in the number of homes sold from 734 for the year ended December 31, 2021 to 691 for the year ended December 31, 2022.
Losses from Investments in Unconsolidated Joint Ventures
Our share of equity in earnings and/or losses from unconsolidated joint ventures was a loss of $9.6 million for the year ended December 31, 2022 compared to a loss of $1.5 million for the year ended December 31, 2021. This change is a result of the formation of and commencement of operations in new joint ventures, an increase in the number of homes within our joint venture investments, and the incurrence of interest expense on new financing arrangements within the joint venture investments. These increased costs, including a $4.5 million increase in our share of depreciation expense year over year, were partially offset by a non-cash increase in the fair value of underlying derivative instruments for certain of the joint ventures. Our share of this fair value change was $2.7 million for the year ended December 31, 2022.
Year Ended December 31, 2021 Compared to Year Ended December 31, 2020
For similar operating and financial data and discussion of our year ended December 31, 2021 results compared to our year ended December 31, 2020 results, refer to Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2021 10-K.
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Liquidity and Capital Resources
Our liquidity and capital resources as of December 31, 2022 and 2021 include unrestricted cash and cash equivalents of $262.9 million and $610.2 million, respectively, a 56.9% decrease primarily due to the funding of acquisitions of single-family residential properties and investments in our joint ventures, partially offset by issuance of common stock as further described below.
In addition to our day-to-day business operations, including ongoing acquisitions of and investments in single-family residential properties, funding of commitments, and quarterly dividend and distribution payments, the following activity has occurred during the year ended December 31, 2022:
•In January 2022, we settled $141.5 million of the 2022 Convertible Notes through the issuance of 6,216,261 shares of our common stock and a cash payment of $0.3 million.
•In March 2022, we entered into an agreement with Rockpoint Group, L.L.C. 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 December 31, 2022, we have funded $10.0 million to the 2022 Rockpoint JV, and our remaining equity commitment is $40.0 million.
•On April 5, 2022, in a public offering under our existing shelf registration statement, we issued $600.0 million aggregate principal amount of 4.15% Senior Notes which mature on April 15, 2032 (the “2032 Unsecured Notes”).
•On June 22, 2022, we entered into the 2022 Term Loan Facility that provided $725.0 million of borrowing capacity, consisting of a $150.0 million initial term loan (the “Initial Term Loan”) and delayed draw term loans totaling $575.0 million (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.
•During the year ended December 31, 2022, we used the proceeds from the 2032 Unsecured Notes and the 2022 Term Loans to make voluntary prepayments of the then-outstanding balances of IH 2018-1, IH 2018-2, and IH 2018-3, which resulted in a release of each loan’s collateral.
•During the year ended December 31, 2022, we sold 2,438,927 shares of our common stock under our 2021 ATM Equity Program, generating net proceeds of $98.4 million.
As of December 31, 2022, our $1,000.0 million revolving facility (the “Revolving Facility”) remains undrawn, and there are no restrictions on our ability to draw funds thereunder provided we remain in compliance with all covenants. We have no debt reaching final maturity until January 2026, provided all extension options are exercised.
Our ability to access capital as well as to use cash from operations to continue to meet our liquidity needs, all of which are highly uncertain and cannot be predicted, could be affected by various risks and uncertainties, including, but not limited to, the effects of general economic conditions, including rising inflation and interest rates, as detailed in Part I. Item 1A. “Risk Factors.”
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Long-Term Debt Strategy
The following table summarizes certain information about our debt obligations as of December 31, 2022 ($ 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) | $ | 994,279 | $ | 938,779 | 4.23% | 4.4 | $ | — | |||||||
| IH 2018-4(5) | 661,029 | 627,965 | L + 123 bps | 3.0 | 661,029 | ||||||||||
| Secured Term Loan(6) | 403,363 | 403,363 | 3.59% | 8.4 | — | ||||||||||
| Total secured(7) | 2,058,671 | $ | 1,970,107 | 4.08% | 4.8 | 661,029 | |||||||||
| Unsecured: | |||||||||||||||
| 2020 Term Loan Facility(8) | $ | 2,500,000 | L + 100 bps | 3.1 | $ | 2,500,000 | |||||||||
| 2022 Term Loan Facility(9) | 725,000 | S + 124 bps | 6.5 | — | |||||||||||
| Revolving Facility(8) | — | L + 89 bps | 3.1 | — | |||||||||||
| Unsecured Notes — May 2028 | 150,000 | 2.46% | 5.4 | — | |||||||||||
| Unsecured Notes — November 2028 | 600,000 | 2.30% | 5.9 | — | |||||||||||
| Unsecured Notes — August 2031 | 650,000 | 2.00% | 8.6 | — | |||||||||||
| Unsecured Notes — April 2032 | 600,000 | 4.15% | 9.3 | — | |||||||||||
| Unsecured Notes — January 2034 | 400,000 | 2.70% | 11.0 | — | |||||||||||
| Unsecured Notes — May 2036 | 150,000 | 3.18% | 13.4 | — | |||||||||||
| Total unsecured(7) | 5,775,000 | 3.47% | 6.0 | 2,500,000 | |||||||||||
| Total debt(7) | 7,833,671 | 3.63% | 5.6 | $ | 3,161,029 | ||||||||||
| Unamortized discounts | (13,518) | ||||||||||||||
| Deferred financing costs, net | (51,076) | ||||||||||||||
| Total debt per balance sheet | 7,769,077 | ||||||||||||||
| Retained certificates | (88,564) | ||||||||||||||
| Cash and restricted cash, excluding security deposits and letters of credit | (275,989) | ||||||||||||||
| Deferred financing costs, net | 51,076 | ||||||||||||||
| Unamortized discounts | 13,518 | ||||||||||||||
| Net debt | $ | 7,469,118 |
(1)For detailed information about and definition of each of our financing arrangements see Part IV. Item 15. “Exhibits and Financial Statements — Note 7 of Notes to Consolidated Financial Statements.” For information about our derivative instruments that hedge floating rate debt, see Part IV. Item 15. “Exhibits and Financial Statements — Note 8 of Notes to 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,” or “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 December 31, 2022, LIBOR was 4.39%.
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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 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 December 31, 2022, LIBOR of 4.39% or Adjusted SOFR of 4.46% (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 LIBOR plus an applicable margin. As of December 31, 2022, LIBOR was 4.39%.
(9)Interest rate is based on Adjusted SOFR plus the applicable margin. As of December 31, 2022, Adjusted SOFR was 4.46%.
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.”
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;
•repairs of homes damaged by Hurricanes Ian and Nicole;
•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 IV. Item 15. “Exhibits and Financial Statements — Note 5 of Notes to 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 $1,000.0 million as of December 31, 2022.
Our long-term liquidity requirements consist primarily of funds necessary to pay for the acquisition of, and non-recurring capital expenditures for, our homes, and principal and interest payments of our indebtedness. We intend to satisfy our long-term liquidity needs through cash provided by operations, long-term secured and unsecured borrowings, the issuance of debt and equity securities, and property dispositions. As a REIT, we are required to distribute to our stockholders at least 90% of our taxable income, excluding net capital gain, on an annual basis. Therefore, as a general matter, it is unlikely that we will be able to retain substantial cash balances from our annual taxable income that could be used to meet our liquidity needs. Instead, we will need to meet these needs from external sources of capital and amounts, if any, by which our cash flow generated from operations exceeds taxable income.
Cash Flows
Year Ended December 31, 2022 Compared to Year Ended December 31, 2021
The following table summarizes our cash flows for the years ended December 31, 2022 and 2021:
| For the Years Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | 2022 | 2021 | $ Change | % Change | |||||||||||
| Net cash provided by operating activities | $ | 1,023,587 | $ | 907,660 | $ | 115,927 | 12.8 | % | |||||||
| Net cash used in investing activities | (814,413) | (1,159,558) | 345,145 | 29.8 | % | ||||||||||
| Net cash provided by (used in) financing activities | (574,105) | 658,988 | (1,233,093) | (187.1) | % | ||||||||||
| Change in cash, cash equivalents, and restricted cash | $ | (364,931) | $ | 407,090 | $ | (772,021) | (189.6) | % |
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 $1,023.6 million and $907.7 million for the years ended December 31, 2022 and 2021, respectively, an increase of 12.8%. The increase in cash provided by operating activities is primarily due to (1) improved operational profitability, including a $161.3 million increase in total revenues net of property operating and maintenance expense from period to period, partially offset by (2) a net $35.1 million use of cash between periods from changes in operating assets and liabilities.
Investing Activities
Net cash used in investing activities consists primarily of the acquisition costs of homes, capital improvements, proceeds from property sales, and investments in our joint ventures. Net cash used in investing activities was $814.4 million and $1,159.6 million for the years ended December 31, 2022 and 2021, respectively, a decrease of $345.1 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 year ended December 31, 2022 compared to the year ended December 31, 2021: (1) an increase in cash used for investments in joint ventures; (2) a decrease in cash used for the acquisition of homes; (3) an increase in cash used for initial renovations of homes; and (4) an increase in cash used for other capital expenditures for our homes. More specifically, investments in joint ventures increased $102.7 million as a result of the formation of new joint ventures and increased acquisition activity in our existing joint ventures during the year ended December 31, 2022 compared to the year
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ended December 31, 2021. Acquisition spend decreased $562.1 million due to a decrease in the number of homes acquired from 2,938 during the year ended December 31, 2021 to 1,423 homes acquired during the year ended December 31, 2022. Renovation spend increased by $45.0 million due to more renovations being completed during the year ended December 31, 2022 compared to the year ended December 31, 2021, and other capital expenditures for our homes increased by $45.2 million year over year due to increased average home count and other increases in costs to maintain per home, including the impact of inflation.
Financing Activities
Net cash provided by (used in) financing activities was $(574.1) million and $659.0 million for the years ended December 31, 2022 and 2021, respectively. During the year ended December 31, 2022, issuances and sales of stock under our 2021 ATM Equity Program generated $98.4 million of net proceeds which were used primarily for acquisitions. During that period, we also issued $598.4 million of unsecured notes and borrowed $725.0 million on a new term loan facility. The proceeds from this financing activity along with cash from operations were used to repay $1,412.2 million of mortgage loans, including full repayments of IH 2018-1, IH 2018-2, and IH 2018-3. During that period, we also made $541.4 million of dividend and distribution payments. During the year ended December 31, 2021, we received $1,938.0 million of net proceeds from the issuance and sale of unsecured notes which were used to repay $1,766.9 million of principal on our mortgage loans, including full repayment of IH 2017-2 and partial repayments of IH 2018-1, IH 2018-2, IH 2018-3, and IH 2018-4. Issuances and sales of stock under our terminated 2019 ATM Equity Program and the 2021 Public Offering generated $933.8 million of net proceeds during the year ended December 31, 2021. During that period, we also made $395.9 million of dividend and distribution payments.
Contractual Obligations
Our contractual obligations as of December 31, 2022, consist of the following:
| ($ in thousands) | Total | 2023 | 2024-2025 | 2026-2027 | Thereafter | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Mortgage loans(1)(2)(3)(4) | $ | 1,955,876 | $ | 79,688 | $ | 159,478 | $ | 1,716,710 | $ | — | |||||||||
| Secured Term Loan(1)(2)(3) | 525,482 | 14,472 | 28,944 | 28,944 | 453,122 | ||||||||||||||
| Unsecured Notes(1)(2)(3) | 3,177,603 | 70,960 | 141,920 | 141,920 | 2,822,803 | ||||||||||||||
| Term Loan Facilities(1)(2)(3)(4) | 3,918,355 | 178,546 | 357,581 | 2,595,376 | 786,852 | ||||||||||||||
| Revolving Facility(1)(2)(3)(4)(5) | 6,261 | 2,028 | 4,061 | 172 | — | ||||||||||||||
| Derivative instruments(6) | (130,460) | (56,976) | (73,484) | — | — | ||||||||||||||
| Purchase commitments(7) | 18,717 | 18,717 | — | — | — | ||||||||||||||
| Operating leases | 15,916 | 4,523 | 7,701 | 3,263 | 429 | ||||||||||||||
| Finance leases | 3,589 | 2,603 | 980 | 6 | — | ||||||||||||||
| Total | $ | 9,491,339 | $ | 314,561 | $ | 627,181 | $ | 4,486,391 | $ | 4,063,206 |
(1)For detailed information about each of our financing arrangements and derivative instruments see Part IV. Item 15. “Exhibits and Financial Statements — Note 7 of Notes to Consolidated Financial Statements” and “— Note 8 of Notes to Consolidated Financial Statements
(2)Includes estimated interest payments through the extended maturity date, as applicable, based on the principal amount outstanding as of December 31, 2022.
(3)Interest is calculated at rates in effect as of December 31, 2022, including the indexed rate and any applicable margin, and that rate is held constant until the maturity date. As of December 31, 2022, LIBOR was 4.39%, and Adjusted SOFR was 4.46%.
(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 IV. Item 15. “Exhibits and Financial Statements — Note 7 of Notes to Consolidated Financial Statements” for a description of maturity dates without consideration of extension options.
(5)Includes the related unused commitment fee, as applicable.
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(6)Includes payments (receipts) related to interest rate swap and interest rate cap obligations, calculated using LIBOR as of December 31, 2022, or 4.39%.
(7)Represents commitments to acquire 46 single-family rental homes. The amounts above do not include commitments pursuant to binding purchase agreements with certain homebuilders for the purchase of 2,370 homes over the next six years. Estimated remaining commitments under these agreements total approximately $770.0 million as of December 31, 2022.
Additionally, we have commitments, which are not reflected in the table above, to make additional capital contributions to our joint ventures. As of December 31, 2022, our remaining equity commitments to the joint ventures total $128.3 million.
LIBOR Transition
Certain securitizations, the Secured Term Loan, the 2020 Term Loan Facility, and the Revolving Facility (collectively, the “LIBOR-Based Loans”) use one month LIBOR as a benchmark for establishing interest rates. Our derivative instruments are also indexed to one month LIBOR. 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.
Once one month LIBOR is phased out on June 30, 2023, the interest rates for our LIBOR-Based Loans will be indexed to a comparable or successor rate as provided for in our loan agreements. Although our existing variable rate debt and derivative agreements provide for a prescribed transition to an alternate rate (SOFR), we are engaging with each of the respective counterparties to modify the existing provisions to better align the application of the terms of these debt and derivative agreements with respect to the SOFR index. We anticipate completing the transition to SOFR prior to the expiration of LIBOR on June 30, 2023.
Furthermore, we will continue to make the appropriate elections available within ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting to ease the impact of transition from LIBOR to comparable or successor rates on hedge accounting. As more fully described in Part IV. Item 15. “Exhibits and Financial Statements — Note 2 of Notes to Consolidated Financial Statements,” we have elected and may continue to elect 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. While we do not expect that the transition from LIBOR and risks related thereto will have a material adverse effect on our financing costs, the ultimate outcome of this change is uncertain at this time, and significant management time and attention may be required to transition to using the new benchmark rates and to implement necessary changes to our financial models.
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.
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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 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 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.
Critical Accounting Policies and Estimates
Our discussion and analysis of our historical financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with GAAP and in conjunction with the rules and regulations of the SEC. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions about the effect of matters that are inherently uncertain and that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could ultimately differ from those estimates. For a discussion of recently-issued and adopted accounting standards, see Part IV. Item 15. “Exhibits and Financial Statement Schedules — Note 2 of Notes to Consolidated Financial Statements.”
Investments in Single-Family Residential Properties
The following significant accounting policies affect the acquisition, disposition, recognition, classification, and fair value measurements (on a nonrecurring basis) related to our portfolio of over 80,000 single-family residential properties in 16 markets across the United States. For a complete discussion of our accounting policy and other factors related to each category below, see Part IV. Item 15. “Exhibits and Financial Statement Schedules — Note 2 of Notes to Consolidated Financial Statements.”
•Acquisition of Real Estate Assets: Our purchases of homes are generally treated as asset acquisitions unless acquired in connection with a business combination. For asset acquisitions, homes are recorded at their purchase price, which is allocated between land, building and improvements, and in-place lease intangibles (when a resident is in place at the acquisition date) based upon their relative fair values at the date of acquisition. The purchase price for purposes of this allocation is inclusive of acquisition costs which typically include legal fees, bidding service and title fees, payments made to cure tax, utility, HOA, and other mechanic’s and miscellaneous liens, as well as other closing costs. The attributes and location of each home acquired are considered at the individual home level when determining the percentage of purchase price allocated to building and improvements versus land. As such, these allocation percentages vary based on the homes acquired during each reporting period. If the percentage allocated to buildings and improvements versus land for the homes acquired during the year ended December 31, 2022 was increased or decreased by 500 bps, our annualized depreciation expense would have changed by approximately $0.9 million.
•Cost Capitalization: We incur costs to acquire, stabilize, and prepare our single-family residential properties to be leased. We capitalize these costs as a component of our investment in each single-family residential property, using specific identification and relative allocation methodologies. The capitalization period associated with our stabilization activities begins at the time that such activities commence and concludes at the time that a single-family residential property is available to be leased.
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Once a property is ready for its intended use, expenditures for ordinary maintenance and repairs thereafter are expensed to operations as incurred, and we capitalize expenditures that improve or extend the life of a home and for certain furniture and fixtures additions.
The capitalized costs are depreciated on a straight-line basis over their estimated useful lives, which are reviewed on an annual basis. For additions to our single-family residential properties place in service after December 31, 2021, the weighted average useful lives range from 7 to 32 years. Prior to that date, the weighted average useful lives ranged from 7 to 28.5 years. If the useful lives for costs capitalized during the year ended December 31, 2022 were increased or decreased by 10%, our annualized depreciation expense would have changed by approximately $5.0 million.
•Provisions for Impairment: We continuously evaluate, by property, whether there are any events or changes in circumstances indicating that the carrying amount of our single-family residential properties may not be recoverable. To the extent an event or change in circumstance is identified, a residential property is considered to be impaired only if its carrying value cannot be recovered through estimated future undiscounted cash flows from the use and eventual disposition of the property. To the extent an impairment has occurred, the carrying amount of our investment in a property is adjusted to its estimated fair value. The process whereby we assess our single-family residential properties for impairment requires significant judgment and assessment of factors that are, at times, subject to significant uncertainty. We evaluate multiple information sources and perform a number of internal analyses, each of which are important components of our process with no one information source or analysis being necessarily determinative. There have not been any significant process changes in our review for impairment during the current reporting period. For those homes for which a change in an event or circumstance was identified in the most recent impairment analysis, a 10% decrease in the estimated fair value of those homes may have resulted in an increase in impairment expense of $2.0 million.
•Single-Family Residential Properties Held for Sale: From time to time, we may identify single-family residential properties to be sold. Once we identify a property to be sold pursuant to GAAP requirements, we cease depreciating the property, measure the property at the lower of its carrying amount or its fair value less estimated costs to sell, and present the property separately within other assets, net on our consolidated balance sheets. As of December 31, 2022, 131 homes, less than 0.2% of our portfolio, were held for sale, compared to 80 homes as of December 31, 2021. If market values less disposal costs for our properties that were classified as held for sale as of December 31, 2022 were 10% lower or higher, our impairment expense related to those properties would have changed by approximately $0.1 million.
Segment Reporting
Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the 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.
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Adjusted EBITDAre is defined as EBITDAre before the following items: share-based compensation expense; severance; casualty (gains) 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 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 Years Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | 2022 | 2021 | 2020 | ||||||||||||
| Net income available to common stockholders | $ | 382,668 | $ | 261,098 | $ | 195,764 | |||||||||
| Net income available to participating securities | 661 | 327 | 448 | ||||||||||||
| Non-controlling interests | 1,470 | 1,351 | 1,237 | ||||||||||||
| Interest expense | 304,092 | 322,661 | 353,923 | ||||||||||||
| Interest expense in unconsolidated joint ventures | 3,581 | 1,209 | — | ||||||||||||
| Depreciation and amortization | 638,114 | 592,135 | 552,530 | ||||||||||||
| Depreciation and amortization of investments in unconsolidated joint ventures | 5,838 | 1,304 | — | ||||||||||||
| EBITDA | 1,336,424 | 1,180,085 | 1,103,902 | ||||||||||||
| Gain on sale of property, net of tax | (90,699) | (60,008) | (54,594) | ||||||||||||
| Impairment on depreciated real estate investments | 310 | 650 | 4,578 | ||||||||||||
| Net gain on sale of investments in unconsolidated joint ventures | (865) | (1,050) | — | ||||||||||||
| EBITDAre | 1,245,170 | 1,119,677 | 1,053,886 | ||||||||||||
| Share-based compensation expense(1) | 28,962 | 27,170 | 17,090 | ||||||||||||
| Severance | 314 | 1,057 | 601 | ||||||||||||
| Casualty (gains) losses, net (2)(3) | 28,485 | 8,026 | (3,882) | ||||||||||||
| (Gains) losses on investments in equity securities, net | 3,939 | 9,420 | (29,723) | ||||||||||||
| Other, net(4) | 11,261 | 5,835 | 86 | ||||||||||||
| Adjusted EBITDAre | $ | 1,318,131 | $ | 1,171,185 | $ | 1,038,058 |
(1)For the years ended December 31, 2022, 2021, and 2020, $6,493, $5,427, and $3,511 was recorded in property management expense, respectively, and $22,469, $21,743, and $13,579 was recorded in general and administrative expense, respectively.
(2)Includes $24,000 of net estimated losses and damages related to Hurricanes Ian and Nicole.
(3)Includes our share from unconsolidated joint ventures.
(4)Includes interest income and other miscellaneous income and expenses.
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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.
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 Years Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | 2022 | 2021 | 2020 | ||||||||
| Net income available to common stockholders | $ | 382,668 | $ | 261,098 | $ | 195,764 | |||||
| Net income available to participating securities | 661 | 327 | 448 | ||||||||
| Non-controlling interests | 1,470 | 1,351 | 1,237 | ||||||||
| Interest expense | 304,092 | 322,661 | 353,923 | ||||||||
| Depreciation and amortization | 638,114 | 592,135 | 552,530 | ||||||||
| Property management expense(1) | 87,936 | 71,597 | 58,613 | ||||||||
| General and administrative(2) | 74,025 | 75,815 | 63,305 | ||||||||
| Impairment and other(3) | 28,697 | 8,676 | 696 | ||||||||
| Gain on sale of property, net of tax | (90,699) | (60,008) | (54,594) | ||||||||
| (Gains) losses on investments in equity securities, net | 3,939 | 9,420 | (29,723) | ||||||||
| Other, net(4) | 11,261 | 5,835 | 86 | ||||||||
| Management fee revenues | (11,480) | (4,893) | — | ||||||||
| Losses from investments in unconsolidated joint ventures | 9,606 | 1,546 | — | ||||||||
| NOI (total portfolio) | 1,440,290 | 1,285,560 | $ | 1,142,285 | |||||||
| Non-Same Store NOI | (128,172) | (82,858) | |||||||||
| NOI (Same Store portfolio)(5) | $ | 1,312,118 | $ | 1,202,702 |
(1)Includes $6,493, $5,427, and $3,511 of share-based compensation expense for the years ended December 31, 2022, 2021, and 2020, respectively.
(2)Includes $22,469, $21,743, and $13,579 of share-based compensation expense for the years ended December 31, 2022, 2021, and 2020, respectively.
(3)Includes $24,000 of net estimated losses and damages related to Hurricanes Ian and Nicole.
(4)Includes interest income and other miscellaneous income and expenses.
(5)The Same Store portfolio totaled 74,646 homes for the years ended December 31, 2022 and 2021.
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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 Years Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands, except shares and per share data) | 2022 | 2021 | 2020 | ||||||||
| Net income available to common stockholders | $ | 382,668 | $ | 261,098 | $ | 195,764 | |||||
| Add (deduct) adjustments from net income to derive FFO: | |||||||||||
| Net income available to participating securities | 661 | 327 | 448 | ||||||||
| Non-controlling interests | 1,470 | 1,351 | 1,237 | ||||||||
| Depreciation and amortization on real estate assets | 629,301 | 585,101 | 546,419 | ||||||||
| Impairment on depreciated real estate investments | 310 | 650 | 4,578 | ||||||||
| Net gain on sale of previously depreciated investments in real estate | (90,699) | (60,008) | (54,594) | ||||||||
| Depreciation and net gain on sale of investments in unconsolidated joint ventures | 4,907 | 254 | — | ||||||||
| FFO | 928,618 | 788,773 | 693,852 | ||||||||
| Non-cash interest expense related to amortization of deferred financing costs, loan discounts, and non-cash interest expense from derivatives(1) | 24,326 | 34,520 | 40,415 | ||||||||
| Share-based compensation expense(2) | 28,962 | 27,170 | 17,090 | ||||||||
| Legal settlements(3) | 7,400 | — | — | ||||||||
| Severance expense | 314 | 1,057 | 601 | ||||||||
| Casualty (gains) losses, net(1)(4) | 28,485 | 8,026 | (3,882) | ||||||||
| (Gains) losses on investments in equity securities, net | 3,939 | 9,420 | (29,723) | ||||||||
| Core FFO | 1,022,044 | 868,966 | 718,353 | ||||||||
| Recurring capital expenditures(1) | (156,147) | (123,405) | (115,951) | ||||||||
| Adjusted FFO | $ | 865,897 | $ | 745,561 | $ | 602,402 | |||||
| Net income available to common stockholders | |||||||||||
| Weighted average common shares outstanding — diluted(5)(6)(7) | 611,112,396 | 579,209,523 | 555,458,607 | ||||||||
| Net income per common share — diluted(5)(6)(7) | $ | 0.63 | $ | 0.45 | $ | 0.35 | |||||
| FFO | |||||||||||
| Numerator for FFO per common share — diluted(5) | $ | 928,618 | $ | 803,137 | $ | 711,033 | |||||
| Weighted average common shares and OP Units outstanding — diluted(5)(6)(7) | 613,669,133 | 593,735,669 | 574,408,346 | ||||||||
| FFO per common share — diluted(5)(6)(7) | $ | 1.51 | $ | 1.35 | $ | 1.24 | |||||
| Core FFO and Adjusted FFO | |||||||||||
| Weighted average common shares and OP Units outstanding — diluted(5)(6)(7) | 613,669,133 | 582,442,466 | 559,307,903 | ||||||||
| Core FFO per common share — diluted(5)(6)(7) | $ | 1.67 | $ | 1.49 | $ | 1.28 | |||||
| AFFO per common share — diluted(5)(6)(7) | $ | 1.41 | $ | 1.28 | $ | 1.08 |
(1)Includes our share from unconsolidated joint ventures.
(2)For the years ended December 31, 2022, 2021, and 2020, $6,493, $5,427, and $3,511 was recorded in property management expense, respectively, and $22,469, $21,743, and $13,579 was recorded in general and administrative expense, respectively.
(3)Represents the estimated cost of a global settlement of a multistate putative class action regarding resident late fees. The settlement remains subject to court approval.
(4)Includes $24,000 of net estimated losses and damages related to Hurricanes Ian and Nicole.
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(5)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 year ended December 31, 2022, 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.
With respect to the 2022 Convertible Notes, during the year ended December 31, 2021, at the election of the note holders, we settled $203,510 of principal outstanding for the 2022 Convertible Notes with the issuance of 8,943,374 shares of common stock. These issued shares of common stock are included within all net income, FFO, Core FFO, and AFFO per common share calculations subsequent to the conversion date.
For the years ended December 31, 2021 and 2020, the numerator for FFO per common share — diluted is adjusted for interest expense on the 2022 Convertible Notes, including non-cash amortization of discounts, totaling $14,364 and $17,181, respectively, and the denominator is adjusted for 11,293,203 and 15,100,443 potential shares of common stock issuable upon the conversion of the 2022 Convertible Notes, respectively. No such adjustments were made to Core FFO and AFFO per common share —diluted.
(6)Incremental shares attributed to non-vested share-based awards totaling 1,341,786, 1,528,453, and 1,465,286 for the years ended December 31, 2022, 2021, and 2020, 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 1,559,524, 1,822,015 and 1,851,297 for the years ended December 31, 2022, 2021, and 2020, respectively, related to incremental shares attributed to non-vested share-based awards are included in the denominator.
(7)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 2,338,999, 2,939,381, and 3,463,285 for the years ended December 31, 2022, 2021, and 2020, respectively, are included in the denominator for the computations of FFO, Core FFO, and AFFO per common share — diluted.
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FY 2021 10-K MD&A
SEC filing source: 0001687229-22-000002.
ITEM 7. 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 together with Part I. Item 1. “Business” and the consolidated financial statements, including the notes thereto, that are included elsewhere in this 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,” “Forward-Looking Statements,” or in other parts of this report.
For similar operating and financial data and discussion of our year ended December 31, 2020 results compared to our year ended December 31, 2019 results, refer to Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K which was filed with the SEC on February 19, 2021 (the “2020 10-K”). The sections entitled “Result of Operations — Year Ended December 31, 2020 Compared to Year Ended December 31, 2019” and “Cash Flows — Year Ended December 31, 2020 Compared to Year Ended December 31, 2019” in Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Result of Operations” of our 2020 10-K are incorporated herein by reference.
Capitalized terms used without definition have the meaning provided elsewhere in this Annual Report on Form 10-K.
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 America. With over 80,000 homes for lease in 16 markets across the country as of December 31, 2021, we are meeting the needs of a growing share of Americans who prefer the ease of leasing 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. ESG 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 safe and secure homes for them and their loved ones. In turn, we focus on ensuring 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 will 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.
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COVID-19
The COVID-19 pandemic has spread rapidly, adversely affecting public health, economic activity, financial markets and employment. The continued development and fast-changing nature of the COVID-19 pandemic creates many unknowns that impact our residents, associates, and suppliers. The ultimate impacts remain unknown, but have included and could range from macroeconomic effects (such as continued strain on global and United States economic conditions and disruptions to, and volatility in, the credit and financial markets, consumer spending, supply chains, and the market for acquisition and disposition of single-family homes) to more industry-specific effects (such as depressed collection rates, higher or lower occupancy levels, and restrictions on evictions, collections, rent increases, and late fees), and other unanticipated consequences.
Throughout the COVID-19 pandemic, we have maintained continuity in business operations and have supported our residents and associates by implementing a host of measures and protocols that enable our teams to safely provide outstanding service to residents. These protocols include: (1) implementing a safety training program and providing personal protective equipment for all associates; (2) creating flexible work schedules for our associates in terms of both location and hours of work; (3) adhering to strict safety protocols for maintenance service trips; (4) leveraging self-show and virtual-tour technology; and (5) offering virtual options for resident move-in orientations and pre-move-out visits.
We also believe that we are in material compliance with federal, state, and local restrictions on items such as evictions, collections, rent increases, and late fees as appropriate. Additionally, to act on our core values of "Genuine Care" and "Standout Citizenship," we offer flexible solutions for residents experiencing financial hardship when requested, including payment plans and late fee abatements. We continue to work with residents experiencing financial hardship to find solutions that keep them in their homes. This includes continuing to provide residents with information about rental assistance programs for which they may be eligible, application instructions, necessary documentation, and owner requirements. We have helped thousands of residents apply for rental assistance programs and, as a result, they have received $48.0 million in rental assistance payments during the year ended December 31, 2021, and $50.5 million cumulatively since such programs were put in place.
Neither the aforementioned procedural adjustments nor the overall impact of the COVID-19 pandemic created significant disruptions to our business model during the years ended December 31, 2021 and 2020.
The situation surrounding the ongoing COVID-19 pandemic and its variants remains fluid, and we continue to actively monitor the effects of the pandemic and manage our response in collaboration with our residents and business partners and to assess potential impacts to our financial position and operating results, as well as potential adverse developments in our business.
For further discussion of risks related to the pandemic, see Part I. Item 1A. “Risk Factors — Risks Related to Our Business and Industry — Our business, results of operations, financial condition, and cash flows may be adversely affected by pandemics and outbreaks of infectious disease, particularly the ongoing COVID-19 pandemic” in our Annual Report on Form 10-K.
Other Matters
In July 2021, 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 and cooperation with impacted residents to use federal assistance funds as an alternative to eviction. In October 2021 and January 2022, we received additional congressional inquiries requesting information about our activities in the housing market. We are in the process of responding to and cooperating 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.
As these inquiries are ongoing, we cannot currently predict their timing, outcome, or scope.
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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 and various interest groups are promoting laws and regulations relating to climate change, including regulations aimed at 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. 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 and/or increase the vulnerability of our residents to rising energy and water expenses and use restrictions.
As the climate continues to change, and with a portfolio located in a variety of United States markets that include coastal areas, we recognize the increased potential for acute weather events and other climate-related impacts to our business, operations, and homes. 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 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, related legislative and regulatory responses to climate change, and the transition to a lower-carbon economy may adversely affect our business, and — We are subject to risks from natural disasters such as earthquakes and severe weather.”
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Our Portfolio
The following table provides summary information regarding our total and Same Store portfolios as of and for the year ended December 31, 2021 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 | 7,876 | 98.3% | $2,643 | $1.56 | 12.5 | % | |||||
| Northern California | 4,404 | 96.9% | 2,314 | 1.49 | 6.1 | % | |||||
| Seattle | 4,027 | 95.3% | 2,388 | 1.24 | 5.6 | % | |||||
| Phoenix | 8,744 | 96.6% | 1,620 | 0.98 | 8.7 | % | |||||
| Las Vegas | 3,100 | 97.6% | 1,829 | 0.92 | 3.5 | % | |||||
| Denver | 2,667 | 91.6% | 2,218 | 1.22 | 3.4 | % | |||||
| Western United States Subtotal | 30,818 | 96.6% | 2,159 | 1.25 | 39.8 | % | |||||
| Florida: | |||||||||||
| South Florida | 8,250 | 97.5% | 2,334 | 1.25 | 12.2 | % | |||||
| Tampa | 8,446 | 97.3% | 1,812 | 0.97 | 9.6 | % | |||||
| Orlando | 6,369 | 97.0% | 1,811 | 0.97 | 7.3 | % | |||||
| Jacksonville | 1,903 | 97.9% | 1,814 | 0.92 | 2.2 | % | |||||
| Florida Subtotal | 24,968 | 97.3% | 1,987 | 1.06 | 31.3 | % | |||||
| Southeast United States: | |||||||||||
| Atlanta | 12,661 | 97.6% | 1,653 | 0.80 | 13.2 | % | |||||
| Carolinas | 5,253 | 96.5% | 1,717 | 0.80 | 5.4 | % | |||||
| Southeast United States Subtotal | 17,914 | 97.3% | 1,671 | 0.80 | 18.6 | % | |||||
| Texas: | |||||||||||
| Houston | 2,134 | 96.8% | 1,638 | 0.84 | 2.2 | % | |||||
| Dallas | 2,856 | 95.4% | 1,895 | 0.92 | 3.4 | % | |||||
| Texas Subtotal | 4,990 | 96.0% | 1,783 | 0.89 | 5.6 | % | |||||
| Midwest United States: | |||||||||||
| Chicago | 2,567 | 98.0% | 2,056 | 1.27 | 3.3 | % | |||||
| Minneapolis | 1,121 | 97.0% | 2,017 | 1.03 | 1.4 | % | |||||
| Midwest United States Subtotal | 3,688 | 97.7% | 2,044 | 1.19 | 4.7 | % | |||||
| Announced Market-in-Exit: | |||||||||||
| Nashville(5) | 3 | N/A | N/A | N/A | — | % | |||||
| Total / Average | 82,381 | 97.0% | $1,972 | $1.05 | 100.0 | % | |||||
| Same Store Total / Average | 72,245 | 98.2% | $1,969 | $1.05 | 90.2 | % |
(1)As of December 31, 2021.
(2)Represents average occupancy for the year ended December 31, 2021.
(3)Represents average monthly rent for the year ended December 31, 2021.
(4)Represents the percentage of rental revenues and other property income generated in each market for the year ended December 31, 2021.
(5)In December 2019, we announced a plan to fully exit the Nashville market. As of December 31, 2021, we have three remaining homes in the market.
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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” 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 the ongoing and numerous adverse impacts of COVID-19.
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 71.1% of our rental revenues and other property income during the year ended December 31, 2021. We actively monitor the impact of the COVID-19 outbreak and its resulting macroeconomic impacts 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. The ongoing COVID-19 pandemic has negatively impacted our ability to increase rents in certain markets.
Collection Rates: Our rental revenues and other property income is impacted by the rate at which we collect such revenues from our residents. We routinely work with residents facing financial hardships who need flexibility to fulfill their lease obligations, but the ongoing COVID-19 pandemic has increased the number of such residents. When requested, we work with these residents to create payment plans, without late fees, and then actively manage these receivables. Additionally, we work with residents to identify and pursue rental assistance payments from various federal, state, and local government and other entities providing such assistance. Despite these efforts, a portion of amounts receivable may not ultimately be collected. 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. Many of these factors have been and continue to be impacted by the ongoing COVID-19 pandemic. Additionally, our turnover rate may be affected by the current COVID-19 pandemic as a result of delayed eviction proceedings and/or move outs potentially being canceled by residents who have not secured their next housing plans. Increases in turnover rates and the average number of days to re-resident reduce rental revenues as the homes are not generating income during this period of vacancy.
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. Due to our size and scale both nationally and locally, we believe we are able to purchase goods and services at favorable prices.
While the COVID-19 outbreak has required us to modify our property improvement and maintenance procedures to accommodate resident preferences, we complete all maintenance work orders in a timely manner unless a resident reports symptoms of or exposure to COVID-19.
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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 the ongoing COVID-19 pandemic, 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 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. Due to our size and scale both nationally and locally, we believe we are able to purchase goods and services at favorable prices.
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 certain financing arrangements contain variable interest rate terms. Interest rates are impacted by market conditions and the terms of the underlying financing arrangements. The COVID-19 pandemic has resulted in a widespread health crisis adversely affecting the economy and financial markets of many countries resulting in an economic downturn that could negatively affect our ability to access financial markets as well as our business, results of operations, and financial condition. See Part II. Item 7A. “Quantitative and Qualitative Disclosures about Market Risk” 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.
Joint Venture Management Fees
Joint venture management fees 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
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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.
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
All share-based compensation expense is recognized in our consolidated statements of operations as components of general and administrative expense and property management expense. We issue share-based awards to align the interests of our associates with those of our investors.
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 resulting from 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
Year Ended December 31, 2021 Compared to Year Ended December 31, 2020
The following table sets forth a comparison of the results of operations for the years ended December 31, 2021 and 2020:
| For the Years Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | 2021 | 2020 | $ Change | % Change | |||||||||||
| Revenues: | |||||||||||||||
| Rental revenues and other property income | $ | 1,991,722 | $ | 1,822,828 | $ | 168,894 | 9.3 | % | |||||||
| Joint venture management fees | 4,893 | — | 4,893 | N/M | |||||||||||
| Total revenues | 1,996,615 | 1,822,828 | 173,787 | 9.5 | % | ||||||||||
| Expenses: | |||||||||||||||
| Property operating and maintenance | 706,162 | 680,543 | 25,619 | 3.8 | % | ||||||||||
| Property management expense | 71,597 | 58,613 | 12,984 | 22.2 | % | ||||||||||
| General and administrative | 75,815 | 63,305 | 12,510 | 19.8 | % | ||||||||||
| Interest expense | 322,661 | 353,923 | (31,262) | (8.8) | % | ||||||||||
| Depreciation and amortization | 592,135 | 552,530 | 39,605 | 7.2 | % | ||||||||||
| Impairment and other | 8,676 | 696 | 7,980 | N/M | |||||||||||
| Total expenses | 1,777,046 | 1,709,610 | 67,436 | 3.9 | % | ||||||||||
| Gains (losses) on investments in equity securities, net | (9,420) | 29,723 | (39,143) | N/M | |||||||||||
| Other, net | (5,835) | (86) | (5,749) | N/M | |||||||||||
| Gain on sale of property, net of tax | 60,008 | 54,594 | 5,414 | 9.9 | % | ||||||||||
| Income (loss) from investments in unconsolidated joint ventures | (1,546) | — | (1,546) | N/M | |||||||||||
| Net income | $ | 262,776 | $ | 197,449 | $ | 65,327 | 33.1 | % |
Portfolio Information
As of December 31, 2021 and 2020, we owned 82,381 and 80,177 single-family rental homes, respectively, in our total portfolio. During the years ended December 31, 2021 and 2020, we acquired 2,938 and 2,252 homes, respectively, and sold 734 and 1,580 homes, respectively. During the years ended December 31, 2021 and 2020, we owned an average of 80,901 and 79,530 single-family rental homes, respectively, in our total portfolio.
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 December 31, 2021, our Same Store portfolio consisted of 72,245 single-family rental homes.
Revenues
For the years ended December 31, 2021 and 2020, total revenues were $1,996.6 million and $1,822.8 million, respectively. Set forth below is a discussion of changes in the individual components of total revenues.
For the years ended December 31, 2021 and 2020, total portfolio rental revenues and other property income totaled $1,991.7 million and $1,822.8 million, respectively, an increase of 9.3%, driven by an increase in average occupancy, an increase in average monthly rent per occupied home, and an 1,371 home increase between periods in the average number of homes owned.
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Average occupancy for the years ended December 31, 2021 and 2020 for the total portfolio was 97.0% and 96.1%, respectively. Average monthly rent per occupied home for the total portfolio for the years ended December 31, 2021 and 2020 was $1,972 and $1,875, respectively, a 5.2% increase. For our Same Store portfolio, average occupancy was 98.2% and 97.5% for the years ended December 31, 2021 and 2020, respectively, and average monthly rent per occupied home for the years ended December 31, 2021 and 2020 was $1,969 and $1,874, respectively, a 5.1% increase.
The annual turnover rate for the Same Store portfolio for the years ended December 31, 2021 and 2020 was 22.9% and 26.4%, respectively. For the Same Store portfolio, an average home remained unoccupied for 28 and 36 days between residents for the years ended December 31, 2021 and 2020, respectively. The decreases in these two metrics contributed to our increase in average occupancy on a year over year basis. Our turnover rate may have been, and may continue to be, impacted by the effects of the COVID-19 pandemic (e.g., eviction moratoriums and residents who are not inclined to relocate during this period). We cannot predict how long existing eviction moratoriums will remain in place, if new eviction moratoriums will be issued and/or reinstated, or when the general effects of the pandemic will subside and how those items may affect our turnover and occupancy rates.
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 6.7% and 3.7% for the years ended December 31, 2021 and 2020, respectively, and new lease net effective rental rate growth for the total portfolio averaged 14.3% and 4.4% for the years ended December 31, 2021 and 2020, respectively. For our Same Store portfolio, renewal lease net effective rental rate growth averaged 6.7% and 3.7% for the years ended December 31, 2021 and 2020, respectively, and new lease net effective rental rate growth averaged 14.4% and 4.2% for the years ended December 31, 2021 and 2020, respectively.
The COVID-19 pandemic has negatively impacted rental revenues and other property income since the onset of the pandemic in mid-March 2020 in two notable ways: (1) collection rates have decreased from pre-pandemic levels which negatively impacts bad debt as a percentage of gross rental income; and (2) a significant portion of all late fees typically enforced in accordance with our lease agreements were not enforced or collected for a significant period of time. As of the third quarter of 2021, bad debt began to moderate compared to the year ended December 31, 2020. Enforcement and collections of late fees generally re-commenced in all markets where permissible beginning in the second quarter of 2021. While the effects of the COVID-19 pandemic and the ensuing jurisdictional restrictions on rental rates, late fees, collections, and evictions have decreased over time, they may continue to affect our future collection rates, ability to increase rental revenues in certain markets, and fees and other ancillary income charged to residents.
For the year ended December 31, 2021, joint venture management fees totaled $4.9 million.
Expenses
For the years ended December 31, 2021 and 2020, total expenses were $1,777.0 million and $1,709.6 million, respectively. Set forth below is a discussion of changes in the individual components of total expenses.
For the year ended December 31, 2021, property operating and maintenance expense increased to $706.2 million from $680.5 million for the year ended December 31, 2020. In addition to an 1,371 home increase between periods in the average number of homes owned, increases in property taxes, utilities, personnel and other services costs, and HOA expenses, partially offset by decreases in repairs and maintenance and turnover costs, resulted in the overall 3.8% net increase in property operating and maintenance expense.
Property management expense and general and administrative expense increased to $147.4 million from $121.9 million for the years ended December 31, 2021 and 2020, respectively. The increase is comprised primarily of a $10.1 million increase in share-based compensation expense due to changes in expected results for performance-based awards and a $9.7 million increase in short term incentive plan compensation based on estimated annual performance. To date, the COVID-19 pandemic has not had a material impact on our property management and general and administrative expenses.
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Interest expense decreased from $353.9 million for the year ended December 31, 2020 to $322.7 million for the year ended December 31, 2021. The decrease in interest expense was primarily due to refinancing activities since December 31, 2020 and the impact of the December 2020 amended and restated credit facility. During the year ended December 31, 2021, we issued $1,950.0 million of newly issued unsecured notes, repaid $1,766.9 million of mortgage loan indebtedness, and converted $203.5 million of convertible debt into shares of our common stock. These financing activities resulted in a 25 bps decrease in the weighted average interest rate on our outstanding debt between the respective period ends, inclusive of a 55 bps reduction in the spread on our term loan facility as a result of achieving an investment grade rating.
Depreciation and amortization expense increased to $592.1 million for the year ended December 31, 2021 from $552.5 million for the year ended December 31, 2020 due to an increase in cumulative capital expenditures and an increase in the average number of homes owned during the year ended December 31, 2021 compared to the year ended December 31, 2020.
Impairment and other expenses were $8.7 million and $0.7 million for the years ended December 31, 2021 and 2020, respectively. During the year ended December 31, 2021, impairment and other expenses were comprised of impairment losses of $0.7 million on our single-family residential properties and net casualty losses of $8.0 million. During the year ended December 31, 2020, impairment and other expenses were comprised of impairment losses of $4.6 million on our single-family residential properties, offset by net gains on casualty losses of $3.9 million. The impairment costs recognized during the years ended December 31, 2021 and 2020 were not a direct result of the COVID-19 pandemic.
Gains (Losses) on Investments in Equity Securities, net
For the year ended December 31, 2021, $9.4 million of losses on investments in equity securities, net was comprised of $5.5 million of net losses recognized on investments sold during the year, including the reversal of unrealized gains recognized during the year ended December 31, 2020, and $3.9 million net unrealized losses recognized on investments held as of December 31, 2021. For the year ended December 31, 2020, $29.7 million of unrealized gains were recognized on investments held as of year end.
Other, net
Other, net was $5.8 million for the year ended December 31, 2021, compared to $0.1 million for the year ended December 31, 2020, primarily due to lower interest income from our investments in debt securities and increases in transaction and administrative costs between those periods, partially offset by the non-recurrence of a $1.8 million ROU lease impairment during the year ended December 31, 2020. Additionally, joint venture management fees and income (loss) from investments in unconsolidated joint ventures presented separately on our consolidated statement of operations for the year ended December 31, 2021 were included in other, net during the year ended December 31, 2020.
Gain on Sale of Property, net of tax
Gain on sale of property, net of tax was $60.0 million and $54.6 million for the years ended December 31, 2021 and 2020, respectively. The primary driver of the increase was an increase in disposition proceeds received per home between periods, offset by a decrease in the number of homes sold from 1,580 for the year ended December 31, 2020 to 734 for the year ended December 31, 2021.
Income (Loss) from Investments in Unconsolidated Joint Ventures
Income (loss) from investments in unconsolidated joint ventures was comprised of our equity in earnings and/or (losses) therefrom on a net basis.
Year Ended December 31, 2020 Compared to Year Ended December 31, 2019
For similar operating and financial data and discussion of our year ended December 31, 2020 results compared to our year ended December 31, 2019 results, refer to Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2020 10-K.
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Liquidity and Capital Resources
Our liquidity and capital resources as of December 31, 2021 and 2020 include unrestricted cash and cash equivalents of $610.2 million and $213.4 million, respectively, a 185.9% increase primarily due to the capital markets activity described below, net of cash used to fund acquisitions of single-family residential properties. The following significant activity occurred during the year ended December 31, 2021:
•In May 2021, we issued and sold $300.0 million of unsecured notes in a private placement transaction. We used the proceeds to repay $300.0 million of the highest-cost classes of various securitizations due to reach final maturity between December 2024 and January 2026.
•In August 2021, we issued and sold $650.0 million of unsecured notes in an underwritten public offering. We used the proceeds to repay $635.3 million of the highest-cost classes of various securitizations due to reach final maturity between December 2024 and January 2026.
•In November 2021, we issued and sold $1,000.0 million of unsecured notes in an underwritten public offering. We used the proceeds to repay $798.2 million of various securitizations, including full repayment of IH 2017-2 and partial repayment of IH 2018-3, and for general corporate purposes, including acquisitions.
•We completed an underwritten public offering to sell 14,375,000 shares of our common stock, including 1,875,000 shares sold pursuant to the underwriters’ full exercise of the option to purchase additional shares, and generated net proceeds of $571.2 million (the “2021 Public Offering”). Proceeds were and will be used primarily for general corporate purposes, including acquisitions.
•We sold 9,008,528 shares of our common stock under our at the market equity program (“2019 ATM Equity Program”), generating net proceeds of $362.6 million after giving effect to agent commissions and other costs totaling $6.2 million. We terminated the 2019 ATM Equity Program immediately after entering into the 2021 ATM Equity Program (defined below).
•In November 2021, we agreed to invest $250.0 million with Pathway Homes, a new real estate company that provides customers multiple options to purchase a home whereby they are able to first lease and then purchase the home in the future. In addition to investing in the homes and technology platform for the startup and its real estate fund, we will provide maintenance and other services to all Pathway Homes properties, enabling us to broaden our third party property management services. As of December 31, 2021, we have invested $25.0 million in the joint venture.
•In December 2021, we entered into a new at the market equity program (the "2021 ATM Equity Program") to sell, from time to time, shares of our common stock, with an aggregate sales price of up to $1,250.0 million through at the market and forward offerings. No shares had been issued under the 2021 ATM Equity Program as of December 31, 2021.
•We settled $203.5 million of the 2022 Convertible Notes through the issuance of 8,943,374 shares of our common stock.
As of December 31, 2021, our $1,000.0 million revolving facility (the “Revolving Facility”) remains undrawn, and there are no restrictions on our ability to draw additional funds thereunder provided we remain in compliance with all covenants. We have no debt reaching final maturity until March 2025, provided all extensions are exercised, with the exception of $141.5 million of 2022 Convertible Notes which matured on January 15, 2022. On January 18, 2022, we settled the 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 $0.3 million.
Our ability to access capital as well as to use cash from operations to continue to meet our liquidity needs, all of which are highly uncertain and cannot be predicted, could be affected by various risks and uncertainties, including, but not limited to, the effects of the COVID-19 pandemic and general economic conditions, as detailed in Part I. Item 1A. “Risk Factors.”
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Long-Term Debt Strategy
The following table summarizes certain information about our debt obligations as of December 31, 2021 ($ in thousands):
| Debt Instruments(1) | Balance (Gross of Retained Certificates and Unamortized Discounts) | Balance (Net of Retained Certificates) | Weighted Average Interest Rate | Weighted Average Years to Maturity(2) | Amount Freely Prepayable (Gross) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Secured: | |||||||||||||||
| IH 2017-1(3) | $ | 995,640 | $ | 940,140 | 4.23% | 5.4 | $ | — | |||||||
| IH 2018-1(4) | 568,495 | 540,064 | L + 88 bps | 3.2 | 568,495 | ||||||||||
| IH 2018-2(4) | 629,237 | 597,769 | L + 105 bps | 3.4 | 629,237 | ||||||||||
| IH 2018-3(4) | 204,637 | 194,405 | L + 112 bps | 3.5 | 204,637 | ||||||||||
| IH 2018-4(4) | 669,548 | 636,069 | L + 122 bps | 4.0 | 669,548 | ||||||||||
| Secured Term Loan(5) | 403,363 | 403,363 | 3.59% | 9.4 | — | ||||||||||
| Total secured(6) | 3,470,920 | $ | 3,311,810 | 3.81% | 4.8 | 2,071,917 | |||||||||
| Unsecured: | |||||||||||||||
| 2022 Convertible Senior Notes(7) | 141,490 | 3.50% | 0.0 | — | |||||||||||
| Term Loan Facility | 2,500,000 | L + 100 bps | 4.1 | 2,500,000 | |||||||||||
| Revolving Facility | — | L + 89 bps | 4.1 | — | |||||||||||
| Unsecured Notes — May 2028 | 150,000 | 2.46% | 6.4 | — | |||||||||||
| Unsecured Notes — November 2028 | 600,000 | 2.30% | 6.9 | — | |||||||||||
| Unsecured Notes — August 2031 | 650,000 | 2.00% | 9.6 | — | |||||||||||
| Unsecured Notes — January 2034 | 400,000 | 2.70% | 12.0 | — | |||||||||||
| Unsecured Notes — May 2036 | 150,000 | 3.18% | 14.4 | — | |||||||||||
| Total unsecured(6) | 4,591,490 | 3.17% | 6.2 | 2,500,000 | |||||||||||
| Total debt(6) | 8,062,410 | 3.45% | 5.6 | $ | 4,571,917 | ||||||||||
| Unamortized discounts and fair value adjustments | (13,605) | ||||||||||||||
| Deferred financing costs, net | (50,146) | ||||||||||||||
| Total debt per balance sheet | 7,998,659 | ||||||||||||||
| Retained certificates | (159,110) | ||||||||||||||
| Cash and restricted cash, excluding security deposits and letters of credit | (649,722) | ||||||||||||||
| Deferred financing costs, net | 50,146 | ||||||||||||||
| Unamortized discounts and fair value adjustments | 13,605 | ||||||||||||||
| Net debt | $ | 7,253,578 |
(1)For detailed information about and definition of each of our financing arrangements see Part IV. Item 15. “Exhibits and Financial Statements — Note 7 of Notes to Consolidated Financial Statements.” For information about our derivative instruments that hedge floating rate debt, see “Financial Statements — Note 8 of Notes to Consolidated Financial Statements.”
(2)Weighted average years to maturity assumes all extension options are exercised, which are subject to certain conditions being met.
(3)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.
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(4)Interest rates are based on a weighted average spread over LIBOR (or a comparable or successor rate as provided for in our loan agreements), plus applicable servicing fees; as of December 31, 2021, LIBOR was 0.10%.
(5)The Secured Term Loan bears interest at a fixed rate of 3.59% per annum including applicable servicing fees for the first 11 years and for the twelfth year bears interest at a floating rate based on a spread of 147 bps over one month LIBOR (or a comparable or successor rate as provided for in our loan agreement), including applicable servicing fees, subject to certain adjustments as outlined in the loan agreement. Interest payments are made monthly.
(6)For secured debt, unsecured debt, and total debt, the weighted average interest rate is calculated based on LIBOR as of December 31, 2021, 0.10%, and includes the impact of interest rate swap agreements effective as of that date.
(7)Effective July 15, 2021, we notified note holders of our intent to settle conversions of the 2022 Convertible Notes in shares of common stock. On January 18, 2022, we settled the 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 $0.3 million.
As part of our long-term debt strategy, our goal is to improve our credit ratings, and, over time, we generally intend to target a reduction in our level of net debt to approximately 5.5 to 6.0 times trailing twelve months Adjusted EBITDAre (see “— Non-GAAP Measures — EBITDA, EBITDAre, and Adjusted EBITDAre”), a reduction in our level of secured debt to less than 20% of gross assets, and an increase in our level of unencumbered assets to 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 2025 through 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 achieving our targets in the short or medium term or at all, or that we will not change our strategy or targets in the future. Even if we do achieve our targets, we may from time to time fall outside of our target ranges; and there can be no assurance that we will continue to meet our targets. 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.”
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 equity investors; 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 one of our joint ventures. We do not expect this guarantee to have a material current or future effect on our liquidity. See Part IV. Item 15. “Exhibits and Financial Statements — Note 5 of Notes to Consolidated Financial Statements” for additional information about our investments in unconsolidated joint ventures.
However, the COVID-19 pandemic 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
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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 an undrawn balance of $1,000.0 million as of December 31, 2021.
Our long-term liquidity requirements consist primarily of funds necessary to pay for the acquisition of, and non-recurring capital expenditures for, our homes, and principal and interest payments of our indebtedness. We intend to satisfy our long-term liquidity needs through cash provided by operations, long-term secured and unsecured borrowings, the issuance of debt and equity securities, and property dispositions. As a REIT, we are required to distribute to our stockholders at least 90% of our taxable income, excluding net capital gain, on an annual basis. Therefore, as a general matter, it is unlikely that we will be able to retain substantial cash balances from our annual taxable income that could be used to meet our liquidity needs. Instead, we will need to meet these needs from external sources of capital and amounts, if any, by which our cash flow generated from operations exceeds taxable income.
Contractual Obligations
Our contractual obligations as of December 31, 2021, consist of the following:
| ($ in thousands) | Total | 2022 | 2023-2024 | 2025-2026 | Thereafter | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Mortgage loans(1)(2)(3) | $ | 3,384,970 | $ | 66,627 | $ | 133,321 | $ | 2,170,927 | $ | 1,014,095 | |||||||||
| Secured Term Loan(1)(2) | 539,953 | 14,472 | 28,944 | 28,944 | 467,593 | ||||||||||||||
| Unsecured Notes(1)(2) | 2,392,331 | 46,060 | 92,120 | 92,120 | 2,162,031 | ||||||||||||||
| Term Loan Facility(1)(2)(3) | 2,614,102 | 27,914 | 55,904 | 2,530,284 | — | ||||||||||||||
| Revolving Facility(1)(2)(3)(4) | 8,289 | 2,028 | 4,061 | 2,200 | — | ||||||||||||||
| 2022 Convertible Notes(1)(2)(5) | 143,966 | 143,966 | — | — | — | ||||||||||||||
| Derivative instruments(6) | 425,556 | 126,292 | 254,064 | 45,200 | — | ||||||||||||||
| Purchase commitments(7) | 138,134 | 138,134 | — | — | — | ||||||||||||||
| Operating leases | 14,041 | 4,579 | 6,694 | 2,467 | 301 | ||||||||||||||
| Finance leases | 6,065 | 2,776 | 3,267 | 22 | — | ||||||||||||||
| Total | $ | 9,667,407 | $ | 572,848 | $ | 578,375 | $ | 4,872,164 | $ | 3,644,020 |
(1)For detailed information about each of our financing arrangements and derivative instruments see Part IV. Item 15. “Exhibits and Financial Statements — Note 7 of Notes to Consolidated Financial Statements.”
(2)Includes estimated interest payments through the extended maturity date based on the principal amount outstanding as of December 31, 2021. Interest is calculated at rates in effect as of such date; for LIBOR based loans, the December 31, 2021 LIBOR, or 0.10%, is held constant until the maturity date.
(3)Represents the maturity date if we exercise each of the remaining extension options available, which are subject to certain conditions being met. See Part IV. Item 15. “Exhibits and Financial Statements — Note 7 of Notes to Consolidated Financial Statements” for a description of maturity dates without consideration of extension options.
(4)Includes the related unused commitment fee.
(5)Represents the principal amount and interest obligation of the 2022 Convertible Notes which is calculated using the notes’ coupon rate. The 2022 Convertible Notes principal amount of $141.5 million is included in 2022 maturities presented above. On January 18, 2022, we settled the 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 $0.3 million.
(6)Includes interest rate swap and interest rate cap obligations calculated using LIBOR as of December 31, 2021, or 0.10%.
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(7)Represents commitments to acquire 360 single-family rental homes. The amounts above do not include commitments pursuant to binding purchase agreements with certain homebuilders for the purchase of 1,357 homes over the next six years. Estimated remaining commitments under these agreements total approximately $420.0 million as of December 31, 2021.
Additionally, we have a commitment, which is not reflected in the table above, to make additional capital contributions to our joint ventures. As of December 31, 2021, our remaining equity commitments to the joint ventures total $244.4 million.
LIBOR Transition
Certain securitizations, the Secured Term Loan, the Term Loan Facility, and the Revolving Facility (collectively, the “LIBOR-Based Loans”) use the one month LIBOR as a benchmark for establishing interest rates. Our derivative instruments are also indexed to one month LIBOR. On March 5, 2021, the Financial Conduct Authority of the United Kingdom, which has statutory powers to require panel banks to contribute to LIBOR, announced that it would cease publication of the one week and two month USD LIBOR immediately after December 31, 2021 and cease publication of the remaining tenors immediately after June 30, 2023. Once one month LIBOR is phased out after June 30, 2023, the interest rates for our LIBOR-Based Loans will be based on a comparable or successor rate as provided for in our loan agreements. We will work with the counterparties to our swap and cap agreements to adjust each floating rate to a comparable or successor rate. While we do not expect that the transition from LIBOR and risks related thereto will have a material adverse effect on our financing costs, the ultimate outcome of this change is uncertain at this time, and significant management time and attention may be required to transition to using the new benchmark rates and to implement necessary changes to our financial models.
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 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 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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Cash Flows
Year Ended December 31, 2021 Compared to Year Ended December 31, 2020
The following table summarizes our cash flows for the years ended December 31, 2021 and 2020:
| For the Years Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | 2021 | 2020 | $ Change | % Change | |||||||||||
| Net cash provided by operating activities | $ | 907,660 | $ | 696,712 | $ | 210,948 | 30.3 | % | |||||||
| Net cash used in investing activities | (1,159,558) | (425,156) | (734,402) | (172.7) | % | ||||||||||
| Net cash provided by (used in) financing activities | 658,988 | (146,033) | 805,021 | 551.3 | % | ||||||||||
| Change in cash, cash equivalents, and restricted cash | $ | 407,090 | $ | 125,523 | $ | 281,567 | 224.3 | % |
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 $907.7 million and $696.7 million for the years ended December 31, 2021 and 2020, respectively, an increase of 30.3%. The increase in cash provided by operating activities was driven by improved operational profitability, including an $148.2 million increase in total revenues net of property operating and maintenance expense from period to period and a net $70.8 million source of cash from an increase in changes in operating assets and liabilities.
Investing Activities
Net cash used in investing activities consists primarily of the acquisition costs of homes, capital improvements, proceeds from property sales, and investments in our joint ventures. Net cash used in investing activities was $1,159.6 million and $425.2 million for the years ended December 31, 2021 and 2020, respectively, an increase of $734.4 million. The increase in net cash used in investing activities resulted primarily from the combined effect of the following significant changes in cash flows during the year ended December 31, 2021 compared to the year ended December 31, 2020: (1) an increase in cash used for the acquisition of homes; (2) a decrease in proceeds from the sale of homes; (3) an increase in amounts deposited and held by others for acquisitions of homes; and (4) an increase in cash used for investments in joint ventures. More specifically, acquisition spend increased $505.1 million due to an increase in the number of homes acquired from 2,252 during the year ended December 31, 2020 to 2,938 homes acquired during the year ended December 31, 2021 and an increase in average cost per home. Proceeds from sales of homes decreased $183.3 million from the year ended December 31, 2020 to the year ended December 31, 2021 due to a significant decrease in the number of homes sold from 1,580 to 734, respectively, partially offset by an increase in proceeds per home. Cash deposited and held by others increased $59.2 million due to increased deposits made to homebuilders for the acquisition of new-build single-family residential properties. Investments in joint ventures increased $48.7 million due to increased contributions to our joint ventures during year ended December 31, 2021 compared to the year ended December 31, 2020.
Financing Activities
Net cash provided by (used in) financing activities was $659.0 million and $(146.0) million for the years ended December 31, 2021 and 2020, respectively. During the year ended December 31, 2021, we received $1,938.0 million of net proceeds from the issuance and sale of unsecured notes which were used to repay $1,766.9 million of principal on our mortgage loans, including full repayment of IH 2017-2 and partial repayments of IH 2018-1, IH 2018-2, IH 2018-3, and IH 2018-4. Issuances and sales of stock under our terminated 2019 ATM Equity Program and the 2021 Public Offering generated $933.8 million of net proceeds during the year ended December 31, 2021. During that period, we also made $395.9 million of dividend and distribution payments. During the year ended December 31, 2020, proceeds from our new Term Loan Facility of $2,500.0 million and from issuances and sales of stock under our public offering and terminated ATM Equity Program of $686.7 million, along with proceeds from home sales, were used (1) to repay the $1,500.0 million outstanding balance of our 2017 term loan facility; (2) to repay $1,434.6 million of our mortgage loans, including full
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repayment of SWH 2017-1 and partial repayments of IH 2018-1, IH 2018-2, IH 2018-3, and IH 2018-4; and (3) to fund $334.3 million of dividend and distribution payments.
Year Ended December 31, 2020 Compared to Year Ended December 31, 2019
For similar operating and financial data and discussion of our year ended December 31, 2020 results compared to our year ended December 31, 2019 results, refer to Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2020 10-K.
Critical Accounting Policies and Estimates
Our discussion and analysis of our historical financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with GAAP and in conjunction with the rules and regulations of the SEC. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions about the effect of matters that are inherently uncertain and that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could ultimately differ from those estimates. For a discussion of recently-issued and adopted accounting standards, see Part IV. Item 15. “Exhibits and Financial Statement Schedules — Note 2 of Notes to Consolidated Financial Statements.”
Investments in Single-Family Residential Properties
The following significant accounting policies affect the acquisition, disposition, recognition, classification, and fair value measurements (on a nonrecurring basis) related to our portfolio of over 80,000 single-family residential properties in 16 markets across the United States. For a complete discussion of our accounting policy and other factors related to each category below, see Part IV. Item 15. “Exhibits and Financial Statement Schedules — Note 2 of Notes to Consolidated Financial Statements.”
•Acquisition of Real Estate Assets: Our purchases of homes are generally treated as asset acquisitions unless acquired in connection with a business combination. For asset acquisitions, homes are recorded at their purchase price, which is allocated between land, building and improvements, and in-place lease intangibles (when a resident is in place at the acquisition date) based upon their relative fair values at the date of acquisition. The purchase price for purposes of this allocation is inclusive of acquisition costs which typically include legal fees, bidding service and title fees, payments made to cure tax, utility, HOA, and other mechanic’s and miscellaneous liens, as well as other closing costs. The attributes and location of each home acquired are considered at the individual home level when determining the percentage of purchase price allocated to building and improvements versus land. As such, these allocation percentages vary based on the homes acquired during each reporting period. If the percentage allocated to buildings and improvements versus land for the homes acquired during the year ended December 31, 2021 was increased or decreased by 500 bps, our annualized depreciation expense would have changed by approximately $2.0 million.
•Cost Capitalization: We incur costs to acquire, stabilize, and prepare our single-family residential properties to be leased. We capitalize these costs as a component of our investment in each single-family residential property, using specific identification and relative allocation methodologies. The capitalization period associated with our stabilization activities begins at the time that such activities commence and concludes at the time that a single-family residential property is available to be leased.
Once a property is ready for its intended use, expenditures for ordinary maintenance and repairs thereafter are expensed to operations as incurred, and we capitalize expenditures that improve or extend the life of a home and for certain furniture and fixtures additions.
The capitalized costs are depreciated on a straight-line basis over their estimated useful lives, which are reviewed on an annual basis. The weighted average useful lives range from 7 years to 28.5 years. There have not been any significant changes in our estimate of useful lives during the current reporting period. If the useful lives for costs capitalized during the year ended December 31, 2021 were increased or decreased by 10%, our annualized depreciation expense would have changed by approximately $6.0 million.
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•Provisions for Impairment: We continuously evaluate, by property, whether there are any events or changes in circumstances indicating that the carrying amount of our single-family residential properties may not be recoverable. To the extent an event or change in circumstance is identified, a residential property is considered to be impaired only if its carrying value cannot be recovered through estimated future undiscounted cash flows from the use and eventual disposition of the property. To the extent an impairment has occurred, the carrying amount of our investment in a property is adjusted to its estimated fair value. The process whereby we assess our single-family residential properties for impairment requires significant judgment and assessment of factors that are, at times, subject to significant uncertainty. We evaluate multiple information sources and perform a number of internal analyses, each of which are important components of our process with no one information source or analysis being necessarily determinative. There have not been any significant process changes in our review for impairment during the current reporting period. For those homes for which a change in an event or circumstance was identified in the most recent impairment analysis, a 10% decrease in the estimated fair value of those homes may have resulted in an increase in impairment expense of approximately $0.3 million.
•Single-Family Residential Properties Held for Sale: From time to time, we may identify single-family residential properties to be sold. Once we identify a property to be sold pursuant to GAAP requirements, we cease depreciating the property, measure the property at the lower of its carrying amount or its fair value less estimated costs to sell, and present the property separately within other assets, net on our consolidated balance sheets. As of December 31, 2021, 80 homes, less than 0.1% of our portfolio, were held for sale, compared to 179 homes as of December 31, 2020. If market values less disposal costs for our properties that were classified as held for sale as of December 31, 2021 were 10% lower, our impairment expense related to those properties would have increased by approximately $0.3 million. If the market values less disposal costs were 10% higher, our impairment expense would not have changed.
Segment Reporting
Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the 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. The aggregation of individual homes constitutes the total portfolio. Decisions regarding acquisitions and dispositions of homes are made at the individual home level with a focus on accretive growth in high-growth locations where we have greater scale and density.
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; merger and transaction-related expenses; casualty (gains) 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.
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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 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.
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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 Years Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | 2021 | 2020 | 2019 | ||||||||||||
| Net income available to common stockholders | $ | 261,098 | $ | 195,764 | $ | 145,068 | |||||||||
| Net income available to participating securities | 327 | 448 | 395 | ||||||||||||
| Non-controlling interests | 1,351 | 1,237 | 1,648 | ||||||||||||
| Interest expense | 322,661 | 353,923 | 367,173 | ||||||||||||
| Interest expense in unconsolidated joint ventures | 1,209 | — | — | ||||||||||||
| Depreciation and amortization | 592,135 | 552,530 | 533,719 | ||||||||||||
| Depreciation and amortization of investments in unconsolidated joint ventures | 1,304 | — | — | ||||||||||||
| EBITDA | 1,180,085 | 1,103,902 | 1,048,003 | ||||||||||||
| Gain on sale of property, net of tax | (60,008) | (54,594) | (96,336) | ||||||||||||
| Impairment on depreciated real estate investments | 650 | 4,578 | 14,210 | ||||||||||||
| Net gain on sale of investments in unconsolidated joint ventures | (1,050) | — | — | ||||||||||||
| EBITDAre | 1,119,677 | 1,053,886 | 965,877 | ||||||||||||
| Share-based compensation expense(1) | 27,170 | 17,090 | 18,158 | ||||||||||||
| Merger and transaction-related expenses(2) | — | — | 4,347 | ||||||||||||
| Severance | 1,057 | 601 | 8,465 | ||||||||||||
| Casualty (gains) losses, net | 8,026 | (3,882) | 4,533 | ||||||||||||
| (Gains) losses on investments in equity securities, net | 9,420 | (29,723) | (6,480) | ||||||||||||
| Other, net(3) | 5,835 | 86 | (5,120) | ||||||||||||
| Adjusted EBITDAre | $ | 1,171,185 | $ | 1,038,058 | $ | 989,780 |
(1)For the years ended December 31, 2021, 2020, and 2019, $5,427, $3,511, and $3,075 was recorded in property management expense, respectively, and $21,743, $13,579, and $15,083 was recorded in general and administrative expense, respectively.
(2)Includes merger and transaction-related expenses included within general and administrative.
(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; joint venture management fees; and income (loss) 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 Years Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | 2021 | 2020 | 2019 | ||||||||||||
| Net income available to common stockholders | $ | 261,098 | $ | 195,764 | $ | 145,068 | |||||||||
| Net income available to participating securities | 327 | 448 | 395 | ||||||||||||
| Non-controlling interests | 1,351 | 1,237 | 1,648 | ||||||||||||
| Interest expense | 322,661 | 353,923 | 367,173 | ||||||||||||
| Depreciation and amortization | 592,135 | 552,530 | 533,719 | ||||||||||||
| Property management expense(1) | 71,597 | 58,613 | 61,614 | ||||||||||||
| General and administrative(2) | 75,815 | 63,305 | 74,274 | ||||||||||||
| Impairment and other | 8,676 | 696 | 18,743 | ||||||||||||
| Gain on sale of property, net of tax | (60,008) | (54,594) | (96,336) | ||||||||||||
| (Gains) losses on investments in equity securities, net | 9,420 | (29,723) | (6,480) | ||||||||||||
| Other, net(3) | 5,835 | 86 | (5,120) | ||||||||||||
| Joint venture management fees | (4,893) | — | — | ||||||||||||
| (Income) loss from investments in unconsolidated joint ventures | 1,546 | — | — | ||||||||||||
| NOI (total portfolio) | 1,285,560 | 1,142,285 | $ | 1,094,698 | |||||||||||
| Non-Same Store NOI | (127,944) | (84,508) | |||||||||||||
| NOI (Same Store portfolio)(4) | $ | 1,157,616 | $ | 1,057,777 |
(1)Includes $5,427, $3,511, and $3,075 of share-based compensation expense for the years ended December 31, 2021, 2020, and 2019, respectively.
(2)Includes $21,743, $13,579, and $15,083 of share-based compensation expense for the years ended December 31, 2021, 2020, and 2019, respectively.
(3)Includes interest income and other miscellaneous income and expenses.
(4)The Same Store portfolio totaled 72,245 homes for the years ended December 31, 2021 and 2020.
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.
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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; severance expense; merger and transaction-related 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. 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 Years Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands, except shares and per share data) | 2021 | 2020 | 2019 | ||||||||||||
| Net income available to common stockholders | $ | 261,098 | $ | 195,764 | $ | 145,068 | |||||||||
| Add (deduct) adjustments from net income to derive FFO: | |||||||||||||||
| Net income available to participating securities | 327 | 448 | 395 | ||||||||||||
| Non-controlling interests | 1,351 | 1,237 | 1,648 | ||||||||||||
| Depreciation and amortization on real estate assets | 585,101 | 546,419 | 529,205 | ||||||||||||
| Impairment on depreciated real estate investments | 650 | 4,578 | 14,210 | ||||||||||||
| Net gain on sale of previously depreciated investments in real estate | (60,008) | (54,594) | (96,336) | ||||||||||||
| Depreciation and net gain on sale of investments in unconsolidated joint ventures | 254 | — | — | ||||||||||||
| FFO | 788,773 | 693,852 | 594,190 | ||||||||||||
| Non-cash interest expense related to amortization of deferred financing costs, loan discounts, and non-cash interest expense from derivatives, including our share from unconsolidated joint ventures | 34,520 | 40,415 | 48,515 | ||||||||||||
| Share-based compensation expense(1) | 27,170 | 17,090 | 18,158 | ||||||||||||
| Offering related expenses(2) | — | — | 2,267 | ||||||||||||
| Merger and transaction-related expenses(3) | — | — | 4,347 | ||||||||||||
| Severance expense | 1,057 | 601 | 8,465 | ||||||||||||
| Casualty (gains) losses, net | 8,026 | (3,882) | 4,533 | ||||||||||||
| (Gains) losses on investments in equity securities, net | 9,420 | (29,723) | (6,480) | ||||||||||||
| Core FFO | 868,966 | 718,353 | 673,995 | ||||||||||||
| Recurring capital expenditures, including our share from unconsolidated joint ventures | (123,405) | (115,951) | (118,988) | ||||||||||||
| Adjusted FFO | $ | 745,561 | $ | 602,402 | $ | 555,007 | |||||||||
| Net income available to common stockholders | |||||||||||||||
| Weighted average common shares outstanding — diluted(4)(5)(6) | 579,209,523 | 555,458,607 | 532,499,787 | ||||||||||||
| Net income per common share — diluted(4)(5)(6) | $ | 0.45 | $ | 0.35 | $ | 0.27 | |||||||||
| FFO | |||||||||||||||
| Numerator for FFO per common share — diluted(4) | $ | 803,137 | $ | 711,033 | $ | 599,776 | |||||||||
| Weighted average common shares and OP Units outstanding — diluted(4)(5)(6) | 593,735,669 | 574,408,346 | 545,150,847 | ||||||||||||
| FFO per common share — diluted(4)(5)(6) | $ | 1.35 | $ | 1.24 | $ | 1.10 | |||||||||
| Core FFO and Adjusted FFO | |||||||||||||||
| Weighted average common shares and OP Units outstanding — diluted(4)(5)(6) | 582,442,466 | 559,307,903 | 538,925,506 | ||||||||||||
| Core FFO per common share — diluted(4)(5)(6) | $ | 1.49 | $ | 1.28 | $ | 1.25 | |||||||||
| AFFO per common share — diluted(4)(5)(6) | $ | 1.28 | $ | 1.08 | $ | 1.03 |
(1)For the years ended December 31, 2021, 2020, and 2019, $5,427, $3,511, and $3,075 was recorded in property management expense, respectively, and $21,743, $13,579, and $15,083 was recorded in general and administrative expense, respectively.
(2)Includes expenses associated with secondary offerings of common stock completed during the year ended December 31, 2019 included within other, net.
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(3)Includes merger and transaction-related expenses included within general and administrative.
(4)On July 1, 2019, we settled the full outstanding balance of the 2019 Convertible Notes with the issuance of 12,553,864 shares of common stock, and these shares of common stock are included within all net income (loss), FFO, Core FFO, and AFFO per common share calculations subsequent to that date. Using the “if-converted” method, in the period prior to conversion for the year ended December 31, 2019, the 2019 Convertible Notes are excluded from net income (loss) per common share — diluted as they are anti-dilutive and are reflected in the FFO per common share — diluted computation above, consistent with Nareit’s guidance for calculating FFO per share. For the year ended December 31, 2019, the numerator for FFO per common share — diluted is adjusted for $5,586 of interest expense on the 2019 Convertible Notes, including non-cash amortization of discounts. For the year ended December 31, 2019, the denominator is adjusted for 6,225,341 potential shares of common stock for the 2019 Convertible Notes for the period prior to conversion. No such adjustments were made to Core FFO and AFFO per common share — diluted.
With respect to the 2022 Convertible Notes, during the year ended December 31, 2021, at the election of the note holders, we settled $203,510 of principal outstanding for the 2022 Convertible Notes with the issuance of 8,943,374 shares of common stock. These issued shares of common stock are included within all net income, FFO, Core FFO, and AFFO per common share calculations subsequent to the conversion date.
For the years ended December 31, 2021 and 2020, the numerator for FFO per common share — diluted is adjusted for interest expense on the 2022 Convertible Notes, including non-cash amortization of discounts, totaling $14,364 and $17,181, respectively, and the denominator is adjusted for 11,293,203 and 15,100,443 potential shares of common stock issuable upon the conversion of the 2022 Convertible Notes, respectively. No such adjustments were made to Core FFO and AFFO per common share —diluted. For the year ended December 31, 2019, 15,100,443 potential shares of common stock issuable upon the conversion of the 2022 Convertible Notes are excluded from the computation of net income or loss and FFO per common share — diluted as they are anti-dilutive, and are excluded from Core FFO and AFFO per common share — diluted.
(5)Incremental shares attributed to non-vested share-based awards totaling 1,528,453, 1,465,286, and 1,263,825 for the years ended December 31, 2021, 2020, and 2019, 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 1,822,015, 1,851,297, and 1,748,787 for the years ended December 31, 2021, 2020, and 2019, respectively, related to incremental shares attributed to non-vested share-based awards are included in the denominator.
(6)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 2,939,381, 3,463,285, and 5,940,757 for the years ended December 31, 2021, 2020, and 2019, respectively, are included in the denominator for the computations of FFO, Core FFO, and AFFO per common share — diluted.