Invitation Homes Inc. — 2017 Form 10-K
Reporting period: Fiscal year ended December 31, 2017. The filing includes fourth-quarter results, but reports primarily on the full year. Invitation Homes owns and operates single-family rental homes; it completed its IPO in February 2017 and merged with Starwood Waypoint Homes (SWH) on November 16, 2017. Because SWH results are consolidated only from the merger date, full-year comparisons are not like-for-like.
Business context and portfolio
- At year-end, the company owned 82,570 homes across 17 markets. The portfolio comprised 47,917 Legacy IH homes and approximately 34,700 SWH homes.
- Legacy IH portfolio average occupancy was 94.7% and average monthly rent was $1,692. Its 42,689-home same-store portfolio had 95.7% average occupancy and $1,694 average monthly rent.
- Western U.S. and Florida markets generated 72.0% of 2017 revenue, concentrating exposure in those regions.
Financial performance and liquidity
| Metric | 2017 | 2016 |
|---|---|---|
| Total revenue | $1,054.5 million | $922.6 million |
| Operating income | $118.2 million | $190.8 million |
| Operating margin | 11.2% | 20.7% |
| Net loss attributable to common shareholders | $105.3 million | $78.2 million |
| Net cash from operating activities | $259.8 million | $250.1 million |
| Net cash from investing activities | $53.3 million provided | $255.0 million used |
| Net cash used in financing activities | $331.3 million | $71.8 million |
- Revenue rose 14.3%, reflecting higher rents and other property income as well as SWH’s post-merger contribution. SWH contributed $84.7 million of revenue from November 16 through year-end.
- Operating expenses increased 27.9% to $936.2 million. General and administrative expense rose sharply, including $71.0 million of incremental share-based compensation and $29.8 million of merger and transaction expenses. Depreciation also increased with the expanded portfolio.
- Net loss from continuing operations was $139.7 million; a $33.9 million net gain on property sales reduced the reported net loss. Management attributes recurring losses in part to substantial non-cash depreciation.
- NOI was $663.0 million, up from $562.3 million; same-store NOI was $550.6 million, versus $512.5 million. Core FFO was $351.1 million and Adjusted FFO was $296.6 million, or $1.04 and $0.88 per diluted share, respectively. These are non-GAAP measures and are not substitutes for GAAP earnings or cash flow.
- Fourth-quarter revenue was $330.0 million; net loss available to common stockholders was $46.2 million, or $0.11 per diluted share.
- Year-end cash and cash equivalents were $179.9 million, with $236.7 million of restricted cash and $965.0 million undrawn on the revolving facility. Operating cash flow increased 3.9%.
- Debt principal totaled $9.72 billion; its balance-sheet carrying amount, net of financing costs and discounts, was $9.65 billion. Approximately $8.15 billion was variable-rate debt before hedging; 75.1% of variable-rate borrowings was effectively fixed through swaps. A 100-basis-point LIBOR change was estimated to affect annual interest expense by $20.3 million.
- Dividends declared totaled $0.22 per share for 2017. The board declared a subsequent $0.11-per-share dividend in February 2018.
Material changes versus the prior period
- The SWH merger substantially expanded the portfolio and balance sheet. Total assets increased to $18.68 billion from $9.73 billion, and total equity to $8.65 billion from $1.96 billion. Merger consideration was valued at approximately $4.92 billion; preliminary purchase accounting recorded $258.2 million of goodwill, primarily for expected synergies.
- Although revenue increased, operating income fell 38.0% and the net loss widened. The comparison reflects merger costs, higher share-based compensation, larger depreciation expense, hurricane-related charges and only a partial year of SWH operations.
- Legacy IH same-store average rent per occupied home increased 4.2%, while occupancy declined to 95.7% from 96.1%. Renewal lease rent growth eased to 5.1% from 5.5%; new-lease growth declined to 3.6% from 5.5%. Average time to re-resident increased to 47 days from 42 days.
- Interest expense fell 10.2% to $257.0 million, mainly due to lower average debt balances, partly offset by higher LIBOR. Year-end debt nevertheless increased following the merger and financing activity.
- Cash from investing activities turned positive, driven by the merger cash acquired, releases of restricted cash, retained-security repayments, property sales and lower acquisition spending.
Outlook, risks and unusual items
- Management expects potential operating efficiencies and cost savings from the merger, but did not provide quantified financial guidance. Full integration and realization of expected savings were not expected until 2019; the company cautions that costs could exceed savings or benefits may not be achieved.
- Management described recent rental-market fundamentals, particularly in the Western U.S. and Florida, as favorable and expected trends to continue in the near to intermediate term. This is an expectation, not a formal forecast.
- Hurricanes Harvey and Irma caused damage. The company recorded $21.5 million of hurricane losses/damages in 2017, including a $21.5 million accrual cited in non-GAAP reconciliations; at year-end it reported $9.2 million of insurance receivables and $11.5 million of estimated remaining damages in accrued liabilities.
- An SEC fact-finding investigation into single-family rental securitizations and broker price opinions was ongoing. The company had responded to a subpoena and said it could not predict the timing, scope or outcome; it had not recorded an accrual for a probable, estimable loss.
- Key risks include substantial leverage and refinancing needs, exposure to rising interest rates and LIBOR transition, property tax/HOA/insurance cost increases, regional concentration, resident turnover and leasing competition, renovation and maintenance costs, natural disasters, and dependence on third-party service providers. The company also identified merger-integration and potential legacy liabilities as risks.
- The February 2018 subsequent securitization raised $916.6 million at floating rates and refinanced two mortgage loans; management stated it would shift certain obligations from 2018 to 2020. The company reported compliance with debt covenants at year-end and through issuance of the financial statements.
- The auditor issued an unqualified opinion on the financial statements. Management concluded disclosure controls and internal control over financial reporting were effective, but excluded SWH from its control assessment; the auditor did not attest to internal-control effectiveness.
Important facts for investors to verify
- How comparable operating performance is after separating Legacy IH results from SWH’s post-merger contribution and merger-related costs.
- Whether integration achieves the expected savings by the stated timetable, and the remaining one-time costs and severance obligations.
- Debt maturities, available refinancing capacity, covenant headroom, hedging coverage and sensitivity to interest rates and LIBOR replacement.
- Actual insurance recoveries and final hurricane repair costs, and any material developments in the SEC investigation or related litigation.
- Whether occupancy, renewal and new-lease rent growth, turnover and re-resident times improve or weaken across the combined portfolio.
- Cash available for dividends after recurring capital expenditures and debt service; GAAP losses and non-GAAP FFO measures should be assessed alongside one another.