Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 01, 2017 | |
Document and Entity Information | ||
Entity Registrant Name | SILVER BAY REALTY TRUST CORP. | |
Entity Central Index Key | 1,557,255 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 35,471,534 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Investments in real estate: | ||
Land and land improvements | $ 216,052 | $ 216,956 |
Building and improvements | 991,090 | 992,867 |
Investments in real estate, gross | 1,207,142 | 1,209,823 |
Accumulated depreciation | (115,053) | (106,463) |
Investments in real estate, net | 1,092,089 | 1,103,360 |
Assets held for sale | 9,048 | 16,543 |
Cash | 53,965 | 52,279 |
Escrow deposits | 22,979 | 16,858 |
Resident security deposits | 13,068 | 12,992 |
Other assets | 11,819 | 16,529 |
Total assets | 1,202,968 | 1,218,561 |
Liabilities: | ||
Term credit facility, net | 343,239 | 0 |
Revolving credit facility | 0 | 352,799 |
Securitization loan, net | 294,824 | 296,782 |
Accounts payable and accrued expenses | 19,267 | 17,862 |
Resident prepaid rent and security deposits | 15,644 | 15,237 |
Total liabilities | 672,974 | 682,680 |
10% cumulative redeemable preferred stock at liquidation value, $0.01 par; 50,000,000 shares authorized, 1,000 shares issued and outstanding | 1,000 | 1,000 |
Stockholders’ equity: | ||
Common stock $0.01 par; 450,000,000 shares authorized; 35,471,534 and 35,380,034, respectively, shares issued and outstanding | 353 | 352 |
Additional paid-in capital | 644,257 | 643,633 |
Accumulated other comprehensive income | 3,404 | 2,841 |
Cumulative deficit | (150,328) | (143,679) |
Total stockholders’ equity | 497,686 | 503,147 |
Noncontrolling interests - Operating Partnership | 31,308 | 31,734 |
Total equity | 528,994 | 534,881 |
Total liabilities and equity | $ 1,202,968 | $ 1,218,561 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Statement of Financial Position [Abstract] | ||
Cumulative redeemable preferred stock, stated dividend rate percentage (as a percent) | 10.00% | |
10% cumulative redeemable preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
10% cumulative redeemable preferred stock, shares authorized | 50,000,000 | 50,000,000 |
10% cumulative redeemable preferred stock, shares issued | 1,000 | 1,000 |
10% cumulative redeemable preferred stock, shares outstanding | 1,000 | 1,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 450,000,000 | 450,000,000 |
Common stock, shares issued | 35,471,534 | 35,380,034 |
Common stock, shares outstanding | 35,471,534 | 35,380,034 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenue: | ||
Rental revenue | $ 31,607 | $ 30,424 |
Other revenue | 810 | 712 |
Total revenue | 32,417 | 31,136 |
Expenses: | ||
Property operating and maintenance | 5,442 | 5,884 |
Real estate taxes | 4,597 | 4,452 |
Homeowners’ association fees | 415 | 436 |
Property management | 2,758 | 2,771 |
Depreciation and amortization | 9,279 | 9,366 |
General and administrative | 3,649 | 3,853 |
Share-based compensation | 838 | 572 |
Severance and other | 0 | 1,667 |
Transaction expenses | 2,210 | 0 |
Interest expense | 6,991 | 6,212 |
Impairment of real estate | 72 | 59 |
Total expenses | 36,251 | 35,272 |
Loss before other income, income taxes and non-controlling interests | (3,834) | (4,136) |
Other income: | ||
Net gain on disposition of real estate | 2,885 | 1,285 |
Adjustments for derivative instruments, net | (165) | 0 |
Other expense | (459) | (271) |
Total other income | 2,261 | 1,014 |
Loss before income taxes and non-controlling interests | (1,573) | (3,122) |
Income tax expense, net | (279) | (467) |
Net loss | (1,852) | (3,589) |
Net loss attributable to noncontrolling interests - Operating Partnership | 110 | 210 |
Net loss attributable to controlling interests | (1,742) | (3,379) |
Preferred stock distributions | (25) | (25) |
Net loss attributable to common stockholders | $ (1,767) | $ (3,404) |
Loss per share - basic and diluted (Note 7): | ||
Net loss attributable to common shares (in dollars per share) | $ (0.05) | $ (0.09) |
Weighted average common shares outstanding (in shares) | 35,449,670 | 36,022,953 |
Comprehensive Loss: | ||
Net loss | $ (1,852) | $ (3,589) |
Other comprehensive income (loss): | ||
Net change in fair value of cash flow hedges | 463 | (474) |
Losses reclassified into earnings from other comprehensive income (loss) | 100 | 24 |
Other comprehensive income (loss) | 563 | (450) |
Comprehensive loss | (1,289) | (4,039) |
Comprehensive loss attributable to noncontrolling interests - Operating Partnership | 76 | 238 |
Comprehensive loss attributable to controlling interests | $ (1,213) | $ (3,801) |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Changes in Equity - 3 months ended Mar. 31, 2017 - USD ($) $ in Thousands | Total | Total Stockholders' Equity | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Cumulative Deficit | Noncontrolling Interests - Operating Partnership |
Balance at Dec. 31, 2016 | $ 534,881 | $ 503,147 | $ 352 | $ 643,633 | $ 2,841 | $ (143,679) | $ 31,734 |
Balance (in shares) at Dec. 31, 2016 | 35,380,034 | 35,380,034 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Non-cash equity awards, net | $ 819 | 819 | $ 1 | 818 | |||
Non-cash equity awards, net (in shares) | 120,032 | ||||||
Repurchase and retirement of common stock | (510) | (510) | (510) | ||||
Repurchase and retirement of common stock (in shares) | (28,532) | ||||||
Dividends declared | (4,907) | (4,907) | (4,907) | ||||
Net loss | (1,852) | (1,742) | (1,742) | (110) | |||
Net change in fair value of cash flow hedges | 463 | 463 | 463 | ||||
Losses reclassified into earnings from other comprehensive income (loss) | 100 | 100 | 100 | ||||
Adjustment to noncontrolling interests - Operating Partnership | 0 | 316 | 316 | (316) | |||
Balance at Mar. 31, 2017 | $ 528,994 | $ 497,686 | $ 353 | $ 644,257 | $ 3,404 | $ (150,328) | $ 31,308 |
Balance (in shares) at Mar. 31, 2017 | 35,471,534 | 35,471,534 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (1,852) | $ (3,589) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 9,279 | 9,366 |
Non-cash share-based compensation | 819 | 547 |
Losses reclassified into earnings from other comprehensive income (loss) | 100 | 24 |
Amortization of deferred financing costs | 1,251 | 1,153 |
Amortization of discount on securitization loan | 75 | 75 |
Bad debt expense | 298 | 273 |
Net gain on disposition of real estate | (2,885) | (1,285) |
Impairment of real estate | 72 | 59 |
Other | 86 | 83 |
Net change in assets and liabilities: | ||
Increase in escrow cash for operating activities and debt reserves | (6,216) | (1,570) |
Decrease in other assets | 1,834 | 397 |
Increase (decrease) in accounts payable, accrued expenses, and prepaid rent | 1,689 | (80) |
Net cash provided by operating activities | 4,550 | 5,453 |
Cash Flows From Investing Activities: | ||
Capital improvements of investments in real estate | (2,234) | (4,068) |
Decrease in escrow cash for investing activities | 95 | 7 |
Proceeds from disposition of real estate | 14,916 | 7,342 |
Net cash provided by investing activities | 12,777 | 3,281 |
Cash Flows From Financing Activities: | ||
Payments on securitization loan | (2,594) | 0 |
Proceeds from revolving credit facility | 0 | 7,732 |
Payments on term and revolving credit facility | (6,615) | (2,874) |
Deferred financing costs paid | (1,008) | (9) |
Repurchase of common stock | 0 | (7,867) |
Payments of employee tax withholdings related to share-based compensation | (510) | (371) |
Dividends paid | (4,914) | (4,978) |
Net cash used in financing activities | (15,641) | (8,367) |
Net change in cash | 1,686 | 367 |
Cash at beginning of period | 52,279 | 29,028 |
Cash at end of period | 53,965 | 29,395 |
Supplemental disclosure of cash flow information: | ||
Net change in fair value of cash flow hedges | 463 | (474) |
Noncash investing and financing activities: | ||
Common stock and unit dividends declared, but not paid | 4,882 | 4,916 |
Capital improvements in accounts payable | $ 533 | $ 487 |
Organization and Operations
Organization and Operations | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | Organization and Operations Silver Bay Realty Trust Corp. ("Silver Bay" or the "Company") is a Maryland corporation that focuses on the acquisition, renovation, leasing and management of single-family properties in select markets in the United States. As of March 31, 2017 , the Company owned 9,013 single-family properties for rental purposes in Arizona, California, Florida, Georgia , Nevada, North Carolina, Ohio, South Carolina and Texas, excluding properties reflected as assets held for sale on its condensed consolidated balance sheets. In connection with its initial public offering in 2012, the Company restructured its ownership to conduct its business through a traditional umbrella partnership in which substantially all of its assets are held by, and its operations are conducted through, Silver Bay Operating Partnership L.P. (the "Operating Partnership"), a Delaware limited partnership. This structure is commonly referred to as an "UPREIT". The Company's wholly owned subsidiary, Silver Bay Management LLC, is the sole general partner (the "General Partner") of the Operating Partnership. As of March 31, 2017 , the Company owned, through a combination of direct and indirect interests, 94.1% of the partnership interests in the Operating Partnership. The Company has elected to be treated as a real estate investment trust ("REIT") for U.S. federal tax purposes, commencing with, and in connection with the filing of its federal tax return for, its taxable year ended December 31, 2012. As a REIT, the Company will generally not be subject to federal income tax on the taxable income that it distributes to its stockholders. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income tax at regular corporate rates. Even if it qualifies for taxation as a REIT, the Company may be subject to some federal, state and local taxes on its income or property. In addition, the income of any taxable REIT subsidiary ("TRS") that the Company owns will be subject to taxation at regular corporate rates. On February 27, 2017, Silver Bay Realty Trust Corp., the General Partner, and the Operating Partnership (collectively referred to as the “Company Parties”), entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Tricon Capital Group, Inc., a company incorporated under the laws of the Province of Ontario (“Tricon Ultimate Parent”), TAH Acquisition Holdings LLC, a Delaware limited liability company (“Tricon Parent”), and TAH Acquisition LP, a Delaware limited partnership (“Tricon LP” and, together with Tricon Ultimate Parent and Tricon Parent, the “Tricon Parties”). Subject to the terms and conditions of the Merger Agreement, Silver Bay Realty Trust Corp. will merge with and into Tricon Parent, with Tricon Parent being the surviving entity (the “Merger”). The board of directors of Silver Bay Realty Trust Corp. has unanimously approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger, each outstanding share of Silver Bay Realty Trust Corp. common stock, par value $0.01 per share (other than shares held by any Tricon Party or any subsidiary thereof or any wholly-owned subsidiary of the Company), will be converted into the right to receive an amount in cash equal to $21.50 , without interest (as the same may be adjusted, the “Merger Consideration”), subject to any applicable withholding tax, and each outstanding share of Silver Bay's 10% cumulative redeemable preferred stock, par value $0.01 per share, will be converted into the right to receive an amount in cash equal to $1,000 per share, plus an amount equal to all dividends accrued and unpaid on such share of preferred stock immediately prior to the Merger effective time, without interest (the “Preferred Merger Consideration”), subject to applicable withholding tax. The Merger Agreement also provides for the merger of Tricon LP with and into the Operating Partnership, with the Operating Partnership being the surviving entity (the “Partnership Merger”). The closing of the Merger and the Partnership Merger is subject to customary conditions, including, among others: (i) approval by a majority of Silver Bay Realty Trust Corp.’s stockholders; (ii) the absence of a material adverse effect on the Company; (iii) the receipt of a tax opinion relating to REIT status of the Company; and (iv) the absence of any order, action or law by a governmental authority preventing, prohibiting, enjoining or making illegal the consummation of the Merger and the Partnership Merger. The closing of the Merger is expected to occur during the week of May 8, 2017. See Note 10 for updates on the Merger transaction. In connection with the Merger Agreement, the Company has incurred legal, investment banking, due diligence and other transaction costs ("transaction expenses") of $2,210 for the three months ended March 31, 2017. The following description of the Company’s business and disclosures does not give any effect to the impact of the Merger, the Partnership Merger, or the Merger Agreement. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Significant Accounting Policies Principles of Consolidation The interim unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), have been condensed or omitted according to such SEC rules and regulations. Management believes, however, that the disclosures included in these interim condensed consolidated financial statements are adequate to make the information presented not misleading. The accompanying condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 . In the opinion of management, all normal and recurring adjustments necessary to present fairly the financial condition of the Company at March 31, 2017 and results of operations for all periods presented have been made. The results of operations for the three months ended March 31, 2017 may not be indicative of the results for a full year. The accompanying condensed consolidated financial statements include the accounts of the Company, the Operating Partnership and its consolidated subsidiaries and have been prepared in accordance with GAAP. All intercompany balances and transactions have been eliminated in consolidation. The Company consolidates real estate partnerships and other entities that are not variable interest entities ("VIE") when it owns, directly or indirectly, a majority voting interest in the entity or is otherwise able to control the entity. The Company consolidates VIEs in accordance with Accounting Standards Codification ("ASC") 810, Consolidation , if the primary beneficiary of the VIE as determined by its power to direct the VIEs activities and the obligation to absorb its losses or the right to receive its benefits, which are potentially significant to the VIE. Ownership interests in certain consolidated subsidiaries of the Company held by outside parties are included in noncontrolling interest within the condensed consolidated financial statements. The Company adopted ASU 2015-02, Amendments to the Consolidation Analysis, during the quarter ended March 31, 2016. This guidance improved targeted areas of consolidation guidance by simplifying the consolidation evaluation process, and by placing more emphasis on risk of loss when determining a controlling financial interest. Based on its review and subsequent analysis of its legal entities structure, the Company concluded that the Operating Partnership is a VIE as the limited partners of the Operating Partnership do not have substantive kick-out rights. As the general partner and controlling owner of approximately 94.1% of the Operating Partnership with the power to direct its activities, the Company consolidates the Operating Partnership. The Company may change its original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affect the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary. The Company performs this analysis on an ongoing basis. As of both March 31, 2017 and 2016, the Company had one VIE. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions regarding future events that may affect the reported amounts and disclosures in the financial statements. The Company’s estimates are inherently subjective in nature and actual results could differ from these estimates. Reclassifications Certain reclassifications have been made to amounts in prior period financial statements to conform to current period presentation. These reclassifications have not changed the previously reported results of operations or stockholders' equity. Deferred Financing Costs, Net Costs incurred in the placement of the Company’s debt are deferred and amortized, as a component of interest expense on the condensed consolidated statements of operations and comprehensive loss, using the effective interest method, or alternative methods that approximate the effective interest method. The costs are amortized over the terms of the related debt, which, where applicable, reflect the intended exercise of renewal options. Debt issuance costs related to a recognized debt liability are presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with the original issue discount, rather than as an asset. As a result, the carrying values of the Securitization Loan and Term Credit Facility (see Note 4) are reflected as a net debt number on the condensed consolidated balance sheets. Additionally, in accordance with ASU 2015-15, Interest-Imputation of Interest: Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements , issued in August 2015, the Company presents debt issuance costs related to its revolving credit facility as an asset within other assets on the condensed consolidated balance sheet as of December 31, 2016 (see Note 4) and amortizes them ratably over the term of the related facility. Escrow Deposits Escrow deposits include cash held in reserve at financial institutions, as required by the Company's debt agreements described in Note 4. In addition, escrow deposits include money held at financial institutions for cash flow hedge collateral and refundable earnest money on deposit with certain third party property managers for property operating costs. Income Taxes The Company intends to operate and to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the "Code") and intends to comply with the requirements of the Code relating to REITs. The Company has TRSs where certain investments may be made and activities conducted that may have otherwise been subject to the prohibited transactions tax or may not be favorably treated for purposes of complying with the various requirements for REIT qualification. The income and losses within the TRSs are subject to federal, state, and local income taxes. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. The Company recognized income tax expense of $279 in the three months ended March 31, 2017 , compared to $467 in the three months ended March 31, 2016 , primarily related to income taxes on net gain on disposition of real estate in the TRS entities. Recent Accounting Pronouncements Under the Jumpstart Our Business Startups Act (the "JOBS Act"), the Company meets the definition of an “emerging growth company.” The Company has irrevocably elected to opt out of the extended transition period for complying with new or revised U.S. accounting standards pursuant to Section 107(b) of the JOBS Act. As a result, the Company will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. The Company will cease to be an "emerging growth company" under the JOBS Act on December 31, 2017. The Company considers the applicability and impact of all accounting standard updates ("ASUs"). ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the Company's consolidated financial position or results of operations. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , which provides guidance on revenue recognition and supersedes the revenue recognition requirements in Topic 605, Revenue Recognition , most industry-specific guidance and some cost guidance included in Subtopic 605-35, “ Revenue Recognition-Construction-Type and Production-Type Contracts .” The new standard specifically excludes lease revenue, but will apply to other revenue and real estate sales. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under current guidance. These judgments may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The guidance will be effective for the Company for annual reporting periods beginning on January 1, 2018, and for interim periods within those annual periods. The Company can elect to adopt guidance using the full retrospective approach or the modified retrospective approach. Early adoption of this standard is only allowed as of the original effective date, annual periods beginning after December 15, 2016. The Company is currently evaluating the method of adoption and the impact on the consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases , a new lease standard which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). Under ASU 2016-02, lessor accounting will be substantially similar to the current model, but aligned with certain changes to the lessee model and ASU 2014-09. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The Company’s rental revenue is primarily generated from short-term operating leases. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard is expected to impact the Company’s consolidated financial statements as the Company is a lessor and has operating office lease arrangements for which it is the lessee. The new standard will be effective for the Company beginning on January 1, 2019, with early adoption permitted. The new standard must be adopted using a modified retrospective transition, requiring application of the new guidance at the beginning of the earliest comparative period presented and provides for certain practical expedients. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses, Measurement of Credit Losses on Financial Instruments , which changes how companies will measure credit losses for certain financial assets. This guidance requires an entity to estimate its expected credit losses and record an allowance based on this estimate so that it is presented at the net amount expected to be collected on the financial asset. The guidance will be effective for annual periods beginning after December 15, 2019 and interim periods within that reporting period with early adoption permitted beginning after December 15, 2018 and interim periods within that reporting period. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows, Classification of Certain Cash Receipts and Cash Payments , which clarifies how certain cash receipts and cash payments should be presented and classified on the statement of cash flows. The guidance will be effective for annual periods beginning after December 15, 2017 and interim periods within that reporting period. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows, Restricted Cash , which requires the statement of cash flows to explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. As a result, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments do not provide a definition of restricted cash or restricted cash equivalents. The guidance will be effective for annual periods beginning after December 15, 2017 and interim periods within that reporting period. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, Business Combinations, Clarifying the Definition of a Business , which amends the guidance in ASC 805 to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The guidance will be effective for annual periods beginning after December 15, 2017 and interim periods within that reporting period. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements. |
Investments in Real Estate
Investments in Real Estate | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Investments in Real Estate | Investments in Real Estate Sale of Real Estate Assets During the three months ended March 31, 2017 and 2016, the Company sold certain properties for an aggregate sales price of $14,916 and $7,342 , respectively, resulting in an aggregate net gain of $2,885 and $1,285 , respectively, which has been classified as net gain on disposition of real estate in the condensed consolidated statements of operations and comprehensive loss. In connection with these asset sales, certain debt repayments were made. In accordance with ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity , the disposals were not considered a discontinued operation. Any holding costs associated with homes being sold are reflected within held for sale expenses and are classified as other expense in the condensed consolidated statements of operations and comprehensive loss. In connection with assets held for sale, the Company recognized $72 and $59 , respectively, in impairment charges for the three months ended March 31, 2017 and 2016, respectively, classified as impairment of real estate on the condensed consolidated statements of operations and comprehensive loss. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table presents the Company's debt as of March 31, 2017 and December 31, 2016 : Carrying Amount Interest Rate as of March 31, 2017 Maturity Date March 31, 2017 December 31, 2016 Securitization loan 2.90 % (1) September 9, 2019 (2) $ 300,859 $ 303,452 Unamortized original issue discount (3) (711 ) (786 ) Unamortized deferred financing costs (5,324 ) (5,884 ) Securitization loan, net 294,824 296,782 Revolving credit facility (4) — 352,799 Term credit facility (4) 4.15 % (5) February 18, 2018 346,184 — Unamortized deferred financing costs (2,945 ) — Term credit facility, net 343,239 — Total $ 638,063 $ 649,581 (1) The securitization loan provides for monthly payments at a blended rate equal to the one-month LIBOR plus 1.85% and a monthly servicing fee of 0.1355% (excluding the amortization of the original issue discount and deferred financing costs). (2) The securitization loan had an initial term of two years, with three , 12 -month extension options, which management intends to exercise, resulting in a fully extended maturity date of September 9, 2019. The extension options may be executed provided there is no event of default under the securitization loan, a replacement interest rate cap agreement is obtained in a form reasonably acceptable to the lender and the borrower complies with other terms set forth in the loan agreement. (3) The original issue discount will be accreted and recognized to interest expense through the fully extended maturity date of September 9, 2019. (4) The revolving credit facility provided for a borrowing capacity of up to $400,000 and had a maturity date of February 18, 2018. On February 18, 2017, the revolving period ended on the revolving credit facility and the Company is no longer able to draw additional amounts. The aggregate commitment amount was automatically and permanently reduced to an amount equal to the advances outstanding resulting in a term debt credit facility (the "term credit facility") as shown above and further described below. (5) The term credit facility bears interest at a varying rate of three-month LIBOR plus 3.0% , subject to a LIBOR floor of 0.0% . Securitization Loan On August 12, 2014, the Company completed a securitization transaction (the "Securitization Transaction") in which a newly-formed special purpose entity (the "Borrower") entered into a loan with a third-party lender for $312,667 represented by a promissory note (the "Securitization Loan"). The Borrower is wholly-owned by another special purpose entity (the "Equity Owner"), and the Equity Owner is wholly-owned by the Operating Partnership. The Borrower and Equity Owner are separate legal entities, but continue to be reported in the Company’s condensed consolidated financial statements. The Securitization Loan provides for monthly payments comprised of six floating rate components computed based on one-month LIBOR for each interest period plus a fixed component spread for each of the six components, resulting in a blended rate equal to the one-month LIBOR plus 1.85% and a monthly servicing fee of 0.1355% (excluding the amortization of the original issue discount and deferred financing costs). The Securitization Loan has a blended effective rate of one-month LIBOR plus 1.95% , including the amortization of the original issue discount, plus monthly servicing fees of 0.1355% . The Securitization Loan was issued at a discount of $1,503 , which will be accreted and recognized to interest expense through the fully extended maturity date of September 9, 2019. The principal amount of each component of the loan corresponds to the respective class of certificates which were issued in connection with the Securitization Transaction. In the three months ended March 31, 2017 and 2016, the Company incurred gross interest expense of $2,086 and $1,839 , respectively, excluding amortization of the discount, deferred financing costs, other fees and the effect of any hedging derivatives. As of March 31, 2017 and December 31, 2016, the Securitization Loan had a weighted-average interest rate of 2.90% and 2.68% , respectively, which is inclusive of the monthly servicing fees, but excludes amortization of the original issue discount, deferred financing costs and interest rate cap accretion. During the three months ended March 31, 2017 , the Company paid down $2,594 on the Securitization Loan to effect the release of certain properties from the first priority mortgages securing the Securitization Loan, including certain properties sold as described in Note 3. The Company did not make any payments on the Securitization Loan during the three months ended March 31, 2016. The Securitization Loan had an initial term of two years, with three , 12 -month extension options, resulting in a fully extended maturity date of September 9, 2019. The Borrower may execute the extension options provided there is no event of default under the Securitization Loan, the Borrower obtains a replacement interest rate cap agreement in a form reasonably acceptable to the lender and the Borrower complies with the other terms set forth in the loan agreement. The Company executed the first 12 -month extension option in the third quarter of 2016. As part of the Securitization Transaction, the Securitization Loan (including the related promissory note) was transferred by the third-party lender to one of the Company's subsidiaries and subsequently deposited into a REMIC trust in exchange for pass-through certificates. The pass-through certificates represent the entire beneficial interest in the trust and were sold to investors in a private offering through the placement agents retained for the transaction for gross proceeds of $311,164 , net of the original issue discount of $1,503 . At closing, the Company transferred the Securitization Properties (as defined below) to the Borrower. The Securitization Properties are substantially similar to the other properties owned by the Company and were leased to residents underwritten on substantially the same basis as the Company's other properties. During the duration of the Securitization Loan, the Company can substitute properties only if a property owned by the Borrower becomes a disqualified property under the terms of the Securitization Loan. The lender immediately transferred the Securitization Loan, upon closing, to a subsidiary of the Company and then to a trust in exchange for the certificates. The Company accounted for the transfer of the Securitization Loan from its subsidiary to the trust as a sale under Codification Topic, Transfers and Servicing ("ASC 860"), with no resulting gain or loss as the Securitization Loan was both originated by the lender and immediately transferred at the same fair market value. The Company has also evaluated and not identified any variable interests in the trust. All amounts outstanding under the Securitization Loan are secured by first priority mortgages on the securitization properties (the "Securitization Properties"), a pool of 2,973 properties excluding properties recorded as assets held for sale, in addition to the equity interests in, and certain assets of, the Borrower. The amounts outstanding under the Securitization Loan and certain obligations contained therein are guaranteed by the Operating Partnership only in the case of certain bad acts (including bankruptcy) as outlined in the transaction documents. The Borrower and Equity Owner are separate legal entities, but continue to be reported in the Company’s consolidated financial statements. As long as the Securitization Loan is outstanding, the assets of the Borrower and Equity Owner are not available to satisfy the debts and obligations of the Company or its other consolidated subsidiaries and the liabilities of the Borrower and Equity Owner are not liabilities of the Company (excluding, for this purpose, the Borrower and Equity Owner) or its other consolidated subsidiaries. The Company is permitted to receive distributions from the Borrower out of unrestricted cash as long as the Borrower is current with all payments and in compliance with all other obligations under the Securitization Loan. The Securitization Loan provides for the restriction of cash whereby the Company must set aside funds for payment of real estate taxes, capital expenditures and other reserves associated with the Securitization Properties. There is also a cash management account controlled by the lender for the collection of all rents and cash generated by the Borrower's properties. In the event of default, the lender may apply funds, as the lender elects, from the cash management account, foreclose on its security interests, appoint a new property manager, and in limited circumstances, enforce the Company's guaranty. As of March 31, 2017 and December 31, 2016, the Company had $6,037 and $3,715 , respectively, included in escrow deposits associated with the required reserves on the condensed consolidated balance sheets. The Securitization Loan does not contractually restrict the Company's ability to pay dividends but certain covenants contained therein may limit the amount of cash available for distribution. The Securitization Loan documents require the Company to maintain certain covenants, including a minimum debt yield on the Securitization Properties, and contain customary events of default for a loan of this type, including payment defaults, covenant defaults, breaches of representations and warranties, bankruptcy and insolvency, judgments and cross-default with certain other indebtedness. As of March 31, 2017 and December 31, 2016 , the Company believes it was in compliance with all financial covenants. Term and Revolving Credit Facility Certain of the Company's subsidiaries entered into a revolving credit facility (the "revolving credit facility") with a syndicate of banks on May 10, 2013. On February 18, 2015, the Company amended and restated the revolving credit facility to increase the borrowing capacity to $400,000 from $200,000 and subsequently amended the credit facility to address certain interest calculation mechanics. As amended, the revolving credit facility bore interest at a varying rate of three-month LIBOR plus 3.0% , subject to a LIBOR floor of 0.00% . The Company was also required to pay a monthly fee on the unused portion of the revolving credit facility at a rate of 0.50% per annum when the balance outstanding was less than $200,000 , or 0.30% per annum when the balance outstanding was equal to or greater than $200,000 . As of December 31, 2016 the interest rate on the revolving credit facility was 4.04% , inclusive of the unused fee. As of December 31, 2016, the balance outstanding was $352,799 . In the three months ended March 31, 2016, the Company incurred $3,055 in gross interest expenses on the revolving credit facility, excluding amortization of deferred financing costs and interest rate cap accretion. As part of the amendment and restatement, the term of the revolving credit facility was extended to February 18, 2018 and the advance rate for borrowings was increased to 65% from 55% . The advance rate was based on the aggregate value of the eligible properties, which value is calculated as the lesser of (a) the third-party broker price opinion value or (b) the original purchase price plus certain renovation and other capitalized costs of the properties. The Company used proceeds from the revolving credit facility to fund acquisitions, renovation of properties, and other corporate purposes. The revolving period on the revolving credit facility ended February 18, 2017 and the Company is no longer able to make additional draws thereunder, resulting in a term loan credit facility (the "term credit facility"). On February 22, 2017, the Company amended the term credit facility to (a) clarify that the aggregate commitment would automatically and permanently reduce on each day to an amount equal to the advances outstanding on that day and (b) retain the Company's access to cash in excess of payments made for property level expenses, interest, and required reserves for an additional six month period before such cash would be swept to prepay principal of the term credit facility. The term credit facility bears interest at a varying rate of three-month LIBOR plus 3.0% , subject to a LIBOR floor of 0.00% . As of March 31, 2017 , $346,184 was outstanding under the term credit facility. As of March 31, 2017 the interest rate on the term credit facility was 4.15% . In the three months ended March 31, 2017 , the Company incurred $3,579 in gross interest expense on the term and revolving credit facility, excluding amortization of deferred financing costs and interest rate cap accretion. All amounts outstanding under the term credit facility and former revolving credit facility (collectively referred to as the "Credit Facility") are collateralized by the equity interests and assets of certain of the Company’s subsidiaries (the "Pledged Subsidiaries"), which exclude the owners of the Securitization Properties. The amounts outstanding under the Credit Facility and additional specified obligations contained therein are guaranteed by the Company and the Operating Partnership only in the case of certain bad acts (including bankruptcy) and up to $20,000 for completion of certain property renovations, as outlined in the credit documents. As of March 31, 2017 , there were 5,821 properties pledged as collateral under the Credit Facility, excluding properties recorded as held for sale. The Credit Facility provides for mandatory reserves whereby the Company must set aside funds for payment of insurance, real estate taxes and certain property operating and maintenance expenses associated with properties in the Pledged Subsidiaries' portfolios. As of March 31, 2017 and December 31, 2016 , the Company had $14,924 and $11,037 , respectively, included in escrow deposits associated with the required reserves. The Pledged Subsidiaries are separate legal entities, but continue to be reported in the Company’s consolidated financial statements. As long as the Credit Facility is outstanding, the assets of the Pledged Subsidiaries are not available to satisfy the other debts and obligations of the other Pledged Subsidiaries or the Company. The Credit Facility does not contractually restrict the Company’s ability to pay dividends. The Company is permitted to receive distributions from the Pledged Subsidiaries as long as the Company and the Pledged Subsidiaries are current with all payments and in compliance with all other obligations under the Credit Facility, however certain covenants contained therein may limit the amount of cash available for distribution. For example, beginning on August 18, 2017, all net cash generated by the properties in the Pledged Subsidiaries (after paying associated property-level expenses) will be directed towards principal repayment rather than being distributed to the Company. The Credit Facility agreement requires the Company to meet certain quarterly financial tests pertaining to net worth, total liquidity, debt yield and debt service coverage ratios. The Company must maintain total liquidity of $25,000 and a net worth of at least $125,000 , as determined in accordance with the credit facility agreement. The Credit Facility also contains customary events of default for a facility of this type, including payment defaults, covenant defaults, breaches of representations and warranties, bankruptcy and insolvency, judgments, change of control and cross-default with certain other indebtedness. The Company believes it was in compliance with all financial covenants under the credit facility as of March 31, 2017 and December 31, 2016 . Deferred Financing Costs Costs incurred in the placement of the Company’s debt are being amortized using the straight-line method, which approximates the effective interest method, over the terms of the related debt. Amortization of deferred financing costs is recorded as interest expense in the accompanying condensed consolidated statements of operations and comprehensive loss. In connection with its Securitization Loan, the Company incurred no deferred financing costs for the three months ended March 31, 2017 and 2016. Deferred financing costs are being amortized through September 9, 2019, the fully extended maturity date of the Securitization Loan. In connection with its Credit Facility, the Company incurred deferred financing costs of $1,008 and $9 , for the three months ended March 31, 2017 and 2016 , respectively. The costs are being amortized through February 18, 2018, the maturity date of the credit facility. Interest Expense The following table presents the Company's total interest expense for the three months ended March 31, 2017 and 2016 : Three Months Ended March 31, 2017 2016 Gross interest expense (1) $ 5,665 $ 4,894 Amortization of discount on Securitization Loan 75 75 Amortization of deferred financing costs 1,251 1,153 Other interest (2) — 90 Total interest expense $ 6,991 $ 6,212 (1) Includes the Securitization Loan's monthly servicing fees. (2) Includes monitoring service fees and interest related to the Company's designated derivative financial instruments (see Note 8). Derivative Financial Instruments The variable rate of interest on the Company's debt exposes the Company to interest rate risk. Currently, the Company uses interest rate cap agreements and interest rate swap transactions (collectively “Hedging Derivatives”) to manage this interest rate risk. These instruments are carried at fair value in the Company’s financial statements (see Note 8). Changes in the fair value of the designated portion of the Company's Hedging Derivatives that qualify for hedge accounting are recognized through other comprehensive income (loss) (see Note 8). Non-designated hedges are derivatives that do not meet the criteria for hedge accounting or for which the Company did not elect to designate as accounting hedges. The Company does not enter into derivative transactions for speculative or trading purposes, but may enter into derivatives to manage the economic risk of changes in interest rates. The following table summarizes the consolidated derivative positions at March 31, 2017 : Non-designated Hedged Interest Rate Caps (1) Cash Flow Hedges Interest Rate Caps Cash Flow Hedges Interest Rate Swaps Notional balance $ 304,367 $ 370,100 $ 296,000 Weighted average interest rate (2) 2.90 % 4.15 % N/A Weighted average capped/swapped interest rate (3)(4) 5.08 % 6.00 % 2.63 % Earliest maturity date September 15, 2017 February 17, 2018 August 15, 2017 Latest maturity date September 15, 2019 February 18, 2018 September 15, 2019 (1) The full notional balance is hedged through September 15, 2017 after which $200,000 is hedged through September 15, 2019. (2) For interest rate caps, represents the weighted average interest rate on the hedged debt as of March 31, 2017 . (3) For interest rate caps, represents the capped interest rate, which is inclusive of the monthly servicing fees, but excludes amortization of the original issue discount, deferred financing costs and interest rate cap accretion. (4) The swap transactions are structured with a fixed rate that steps up over the three -year term locking in the forward LIBOR curve at the time of execution. This structure resulted in an average effective rate of 2.77% over the three -year term. As of both March 31, 2017 and December 31, 2016, the Company held four interest rate cap agreements, which included two interest rate cap agreements with an aggregate notional amount of $370,100 , LIBOR caps of 3.0% , and termination dates of February 17, 2018 and February 18, 2018 associated with the Credit Facility, one interest rate cap agreement with a notional amount of $104,367 , a LIBOR cap of 3.1085% , and a termination date of September 15, 2017 associated with the Securitization Loan, and one interest rate cap agreement with a notional amount of $200,000 , a LIBOR cap of 3.1085% , and a termination date of September 15, 2019. The two interest rate cap agreements associated with the Credit Facility were purchased for an aggregate price of $867 . The two interest rate cap agreements associated with the Securitization Loan were purchased for an aggregate price of $1,413 . Portions of the purchase prices of the interest rate cap agreements, representing the premiums paid to enter into the contracts, were capitalized as deferred financing costs and are being amortized using the straight-line method over the terms of the related agreements. The Company determined that the interest rate caps qualified for hedge accounting and, therefore, were designated as cash flow hedges with future changes in fair value recognized through other comprehensive income (loss) (see Note 8). Ineffectiveness was calculated as the amount by which the change in fair value of the derivatives exceeds the change in the fair value of the anticipated cash flows related to the corresponding debt and is recorded in adjustments for derivative instruments, net in the condensed consolidated statements of operations and comprehensive loss. In August 2016, the Company, through its Operating Partnership, entered into interest rate swap transactions with two counterparties (the “Swaps”). The Company entered into the Swaps to effectively fix the interest rate on $296,000 of the Company’s floating rate indebtedness under the Securitization Loan for three years . The Swaps have an effective date and maturity date as reflected in the table below. From each respective effective date through the corresponding maturity date, the Company will be required to make monthly fixed rate payments at the fixed swap rate and on the notional amounts reflected in the table below, while the counterparty will be obligated to make monthly floating rate payments to the Company based on one-month LIBOR and referencing the same notional amount. In connection with the Swaps, the Company is required to maintain cash reserves of at least $15,000 . The Company determined that the Swaps qualified for hedge accounting and designated the derivatives as cash flow hedges. Concurrently, the Company de-designated three interest rate cap agreements also associated with the Securitization Loan and will reclassify the balance of deferred losses of $1,229 in accumulated other comprehensive income as of March 31, 2017 to earnings over the remaining life of the associated interest rate cap agreements. Notional Amount Fixed Swap Rate Effective Date Maturity Date $ 177,600 0.6495 % August 15, 2016 August 15, 2017 $ 177,600 0.8045 % August 15, 2017 August 15, 2018 $ 177,600 0.9200 % August 15, 2018 September 15, 2019 $ 118,400 0.6600 % August 15, 2016 August 15, 2017 $ 118,400 0.8030 % August 15, 2017 August 15, 2018 $ 118,400 0.9300 % August 15, 2018 September 15, 2019 |
Equity Incentive Plan
Equity Incentive Plan | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity Incentive Plan | Equity Incentive Plan Restated 2012 Equity Incentive Plan The compensation committee of the Company’s board of directors has the full authority to administer and interpret the plan, to authorize the granting of awards, to determine the eligibility of directors, officers, advisors, consultants and other personnel of the Company to receive an award, to determine the number of shares of common stock to be covered by each award, to determine the terms, provisions and conditions of each award, to prescribe the form of instruments evidencing awards and to take any other actions and make all other determinations that it deems necessary or appropriate in connection with the equity incentive plan or the administration or interpretation thereof. In connection with this authority, the compensation committee may, among other things, establish performance goals that must be met in order for awards to be granted or to vest, or for the restrictions on any such awards to lapse. The Company adopted ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, during the three months ended March 31, 2017. This guidance simplified various aspects of share-based payments. As a result, the Company separated cash paid to a tax authority related to stock compensation as a financing activity in the condensed consolidated statement of cash flows for shares that were withheld to satisfy the Company's statutory income tax withholding obligation. Historically, the withholdings have been classified as a financing activity under repurchase of common stock. Additionally, the Company elected to recognize forfeitures as they occurred. Restricted Stock Awards On January 4, 2017, the Company appointed a new independent director to the Company's Board of Directors. The independent director was awarded an equity retainer in the form of an award of 1,055 shares of restricted stock with a fair market value of $17.27 . Annual equity retainers for such independent directors will vest as to all of such shares on the earlier of (i) the one year anniversary of the date of grant and (ii) the date immediately preceding the date of the Company's next annual meeting of stockholders, subject, in each case, to the independent director's continued service to the Company through the vesting date. On January 27, 2017, the Company issued, in aggregate, 121,067 shares of restricted common stock to certain officers and employees of the Company. The estimated fair value of these awards was $16.82 per share, based upon the closing price of the Company’s stock on the date prior to the grant. These grants will vest in one year commencing on the date of the grant, as long as such individual is an employee on the vesting date, unless earlier accelerated pursuant to its terms. Performance Stock Units Certain of the Company's executive officers have been awarded performance stock units ("PSUs") under the Restated 2012 Plan. Each PSU represents the potential to receive Silver Bay common stock based on the extent to which specified performance targets are met during the 36 -month performance period, and is subject to continued employment until the end of the performance period. The number of shares of Silver Bay common stock to be earned as of the vesting date for each PSU increases and decreases based on Silver Bay's total stockholder return (stock price appreciation plus dividends) ("TSR"). The Company utilized a Monte-Carlo simulation to calculate the weighted-average grant date fair value for all outstanding PSUs. On January 27, 2017, the Company granted 30,000 PSUs to the Chief Executive Officer which would vest based on the Company's annualized TSR during the performance period on an absolute (i.e., non-relative) basis (the "Absolute TSR PSUs"), with a grant date fair value of $7.78 per unit. The number of shares of common stock eligible to be received is determined by multiplying the target number of PSUs by the TSR multiplier, determined in accordance with the following table: Annualized TSR TSR Multiplier (1) 6.5% —% 8% 50% 10% 100% 12% 150% 16% 200% (1) To the extent the Company's annualized TSR falls between two discrete points, linear interpolation shall be used to determine the TSR multiplier. Additionally, each PSU contains one dividend equivalent right, which is equal to the cash dividend that would have been paid on the PSU had the PSU been an issued and outstanding common share on the record date for the dividend and is payable in additional shares if the market and service conditions are met. On January 27, 2017, the Company further granted 30,000 PSUs to the Chief Executive Officer which will vest based on the Company’s TSR during the performance period relative to a peer group index (the “Relative TSR PSUs”) comprised initially of those companies in the Apartment and Single Family Home subsectors of the FTSE NAREIT All REIT Index (the “Index”) with equal weighting provided to each subsector in constructing the peer group index. The grant date fair value was $13.67 per unit. The number of shares of common stock eligible to be received will be determined by multiplying the target number of PSUs by the TSR Multiplier determined in accordance with the following table: TSR Relative to Peer Group TSR Multiplier (2) Underperform index by 6 percentage points —% Underperform index by 3 percentage points 50% Outperform index by 3 percentage points 100% Outperform index by 6 percentage points 200% (2) To the extent the Company's TSR performance compared to the Index TSR falls between two discrete points, linear interpolation will be used to determine the TSR Multiplier. Notwithstanding the foregoing, the payout of any Relative TSR PSU will be capped at 110% if the Absolute PSU TSR during the performance period is negative. Additionally, each PSU contains one dividend equivalent right, which is equal to the cash dividend that would have been paid on the PSU had the PSU been an issued and outstanding common share on the record date for the dividend and is payable in additional shares if the market and service conditions are met. On January 27, 2017, certain executives were awarded 39,610 PSUs which would vest based on the Company's annualized TSR during the performance period based on an absolute period (the "Outperformance TSR PSUs") with a grant date fair value of $5.37 per unit. The number of shares of common stock is determined by multiplying the number of PSUs by the TSR multiplier, determined in accordance with the following table: Annualized TSR TSR Multiplier (3) 6.5% —% 8% 25% 10% 50% 12% 100% 14% 125% 16% 150% (3) To the extent the Company's annualized TSR falls between two discrete points, linear interpolation shall be used to determine the TSR multiplier. Additionally, each PSU contains one dividend equivalent right, which is equal to the cash dividend that would have been paid on the PSU had the PSU been an issued and outstanding common share on the record date for the dividend and is payable in additional shares if the market and service conditions are met. The following assumptions were used in the Monte-Carlo simulation to calculate the weighted-average grant date fair value: Expected volatility (1) 18.53 % Dividend assumption (2) — % Expected term in years 2.92 Risk-free rate 1.48 % Stock price (per share) (3) $ 16.68 Beginning average stock price (per share) (4) $ 17.42 (1) Expected volatility is based on the Company’s historical stock price volatility over the last three years using daily data points. (2) An assumed dividend yield of 0% is the mathematical equivalent to the reinvestment of dividends, which is consistent with the TSR definition described above. (3) Based on the closing price of the Company's common stock on January 27, 2017. (4) Based on the average closing price for the 30 trading days prior to December 31, 2016. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock On July 1, 2013, the Company’s board of directors authorized the Company to repurchase up to 2,500,000 shares of its common stock through a share repurchase program. On November 25, 2014, the Company's board of directors authorized an increase of 2,500,000 shares to the previously authorized share repurchase program for a total of 5,000,000 shares. Shares may be repurchased from time to time through privately negotiated transactions or open market transactions, pursuant to a trading plan in accordance with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended, or by any combination of such methods. The manner, price, number and timing of share repurchases will be subject to a variety of factors, including market conditions and applicable SEC rules. The Company did not repurchase any shares under the program during the three months ended March 31, 2017. During the three months ended March 31, 2016 , the Company repurchased and retired 545,223 shares under the program for a total cost of $7,867 , at an average purchase price of $14.43 per share, inclusive of commissions. Common Stock Dividends The following table presents cash dividends declared by the Company on its common stock during the three months ended March 31, 2017 , and the four immediately preceding quarters: Declaration Date Record Date Payment Date Cash Dividend per Share February 27, 2017 April 3, 2017 April 14, 2017 $ 0.13 December 20, 2016 December 30, 2016 January 13, 2017 0.13 September 22, 2016 October 3, 2016 October 14, 2016 0.13 June 21, 2016 July 1, 2016 July 15, 2016 0.13 March 23, 2016 April 4, 2016 April 15, 2016 0.13 Preferred Stock Dividends The following table presents cash dividends declared by the Company on its 10% cumulative redeemable preferred stock during the three months ended March 31, 2017 , and the four immediately preceding quarters: Declaration Date Payment Date Cash Dividend per Share March 1, 2017 April 14, 2017 $ 25.28 December 20, 2016 January 13, 2017 24.72 September 22, 2016 October 14, 2016 24.72 June 22, 2016 June 30, 2016 25.00 March 30, 2016 April 15, 2016 26.94 |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The following table presents a reconciliation of net loss attributable to common stockholders and shares used in calculating basic and diluted earnings (loss) per share ("EPS") for the three months ended March 31, 2017 and 2016 : Three Months Ended March 31, 2017 2016 Net loss attributable to controlling interests $ (1,742 ) $ (3,379 ) Preferred stock distributions (25 ) (25 ) Net loss attributable to common stockholders $ (1,767 ) $ (3,404 ) Basic and diluted weighted average common shares outstanding 35,449,670 36,022,953 Net loss per common share - basic and diluted $ (0.05 ) $ (0.09 ) A total of 2,231,511 common units not owned by the Company were outstanding for the three months ended March 31, 2017 and 2016 , but have been excluded from the calculation of diluted EPS as their inclusion would not be dilutive. In addition, 420,269 PSUs, inclusive of dividend equivalent rights and their market condition rate have been excluded from the calculation of diluted EPS for the three months ended March 31, 2017, as their inclusion would not be dilutive. For the three months ended March 31, 2016, 105,000 PSUs have been excluded from the calculation of diluted EPS as their market conditions had not been met and their inclusion would not be dilutive. |
Derivative and Other Fair Value
Derivative and Other Fair Value Instruments | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Derivative and Other Fair Value Instruments | Derivative and Other Fair Value Instruments Codification Topic Fair Value Measurement (“ASC 820”) established a three level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows: Level 1 — Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 — Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Recurring Fair Value The Company uses Hedging Derivatives to manage its exposure to interest rate risk (refer to Note 4) and in conjunction with certain variable rate secured debt to satisfy lender requirements. The Hedging Derivatives are valued using models developed by the respective counterparty that use as their basis readily observable market parameters (such as forward yield curves). The following tables provide a summary of the aggregate fair value measurements for the Hedging Derivatives and the location within the condensed consolidated balance sheets at March 31, 2017 and December 31, 2016 , respectively: Fair Value Measurements at Reporting Date Using Description Balance Sheet Location March 31, 2017 Quoted Prices (Unadjusted) for Identical Assets/Liabilities Quoted Prices for Similar Assets and Liabilities in Active Markets Significant Unobservable Inputs Non-Designated Hedges Interest Rate Caps Other Assets $ 107 $ — $ 107 $ — Cash Flow Hedges Interest Rate Caps Other Assets — — — — Interest Rate Swaps Other Assets 5,294 — 5,294 — Total $ 5,401 $ — $ 5,401 $ — Fair Value Measurements at Reporting Date Using Description Balance Sheet Location December 31, 2016 Quoted Prices (Unadjusted) for Identical Assets/Liabilities (Level 1) Quoted Prices for Similar Assets and Liabilities in Active Markets (Level 2) Significant Unobservable Inputs (Level 3) Non-Designated Hedges Interest Rate Caps Other Assets $ 245 $ — $ 245 $ — Cash Flow Hedges Interest Rate Caps Other Assets 2 — 2 — Interest Rate Swaps Other Assets 4,830 — 4,830 — Total $ 5,077 $ — $ 5,077 $ — The following table provides a summary of the effect of Hedging Derivatives on the Company's condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2017 : Effective Portion Ineffective Portion Description Amount of Gain/(Loss) Recognized in Other Comprehensive Income on Derivative Location of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Income into Earnings Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Income into Earnings Location of Gain/(Loss) Recognized in Earnings on Derivative Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Income into Earnings Non-Designated Hedges Interest Rate Caps $ — Adjustments for derivative instruments, net $ (26 ) N/A $ — Cash Flow Hedges Interest Rate Caps (2 ) Interest Expense (74 ) N/A — Interest Rate Swaps 465 N/A — N/A — Total $ 463 $ (100 ) N/A $ — The following table provides a summary of the effect of Hedging Derivatives on the Company's condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2016 : Effective Portion Ineffective Portion Description Amount of Gain/(Loss) Recognized in Other Comprehensive Income on Derivative Location of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Income into Earnings Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Income into Earnings Location of Gain/(Loss) Recognized in Earnings on Derivative Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Income into Earnings Cash Flow Hedges Interest Rate Caps $ (474 ) Interest Expense $ (24 ) N/A $ — As of March 31, 2017 and December 31, 2016 , there was $3,404 and $2,841 , respectively, in deferred gains in accumulated other comprehensive income related to Hedging Derivatives. The Company expects to recognize $663 in interest expense during the twelve months ending March 31, 2018, pertaining to the designated interest rate cap agreements, which will be reclassified out of accumulated other comprehensive income in accordance with the amortization schedules established upon designation of the interest rate caps as cash flow hedges. In addition, the Company expects to recognize approximately $286 into earnings during the twelve months ended March 31, 2018, pertaining to the de-designated interest rate cap agreements, which will be reclassified out of accumulated other comprehensive income into adjustments for derivative instruments, net in accordance with the amortization schedules established upon designation of the interest rate cap agreements as cash flow hedges. Interest expense pertaining to the interest rate swap transactions will be recognized as incurred. In August 2016, the Company entered into a series of interest rate swaps (see Note 4) and determined they qualified for hedge accounting and designated the derivatives as cash flow hedges. In connection with entering into these interest rate swaps, the Company de-designated three interest rate cap agreements associated with the Securitization Loan. As the Company still holds a balance on the Securitization Loan, it will reclassify the balance at March 31, 2017 of $1,229 in deferred losses in accumulated other comprehensive income (loss) to earnings over the remaining life of the associated interest rate cap agreements. During the three months ended March 31, 2017, the Company realized $139 in losses related to the change in fair value on the de-designated interest rate cap agreements which is recorded in adjustments for derivative instruments, net. Nonrecurring Fair Value For long-lived assets to be disposed of, an impairment loss is recognized when the estimated fair value of the asset, less the estimated cost to sell, is less than the carrying amount of the asset at the time the Company has determined to sell the asset. Assets held for sale are valued based on comparable sales data, less estimates of third-party broker commissions, which are gathered from the markets. These impairment measurements constitute nonrecurring fair value measures under ASC 820 and the inputs are characterized as Level 2. Fair Value of Other Financial Instruments In accordance with ASC 820, the Company is required to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized in the condensed consolidated balance sheets, for which fair value can be estimated. The following describes the Company’s methods for estimating the fair value for financial instruments. Descriptions are not provided for those items that have zero balances as of March 31, 2017 . • Cash, escrow deposits, resident prepaid rent and security deposits, resident rent receivable (included in other assets), and accounts payable and accrued expenses have carrying values which approximate fair value because of the short-term nature of these instruments. The Company categorizes the fair value measurement of these assets and liabilities as Level 1. • The Company’s credit facility has a floating interest rate based on an index plus a spread and the credit spread is consistent with those demanded in the market for facilities with similar risk and maturities. Accordingly, the interest rate on this borrowing is at market, and thus, the carrying value of the debt approximates fair value as of March 31, 2017 . The Company categorizes the fair value measurement of this liability as Level 2. • The fair value of the Company's Securitization Loan was $ 300,583 as of March 31, 2017 , based on an average of market quotations. The Company categorizes the fair value measurement of this liability as Level 2. • The Company’s 10% cumulative redeemable preferred stock had a fair value which approximates its liquidation value at March 31, 2017 . The Company categorizes the fair value measurement of this instrument as Level 2. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Concentrations As of March 31, 2017 , approximately 61% of the Company’s properties were located in Atlanta, GA, Phoenix, AZ, and Tampa, FL, which exposes the Company to greater economic risks than if the Company owned a more geographically dispersed portfolio. Resident Security Deposits As of March 31, 2017 , the Company had $13,068 in resident security deposits. Security deposits are refundable, net of any outstanding charges and fees, upon expiration of the underlying lease. Legal and Regulatory From time to time, the Company is subject to potential liability under laws and government regulations and various claims and legal actions arising in the ordinary course of the Company's business. Liabilities are established for legal claims when payments associated with the claims become probable and the costs can be reasonably estimated. The actual costs of resolving legal claims may be substantially higher or lower than the amounts established for those claims. Based on information currently available, management is not aware of any legal or regulatory claims that would have a material adverse effect on the Company's condensed consolidated financial statements, and therefore no accrual has been recorded as of March 31, 2017 . |
Subsequent Events (Notes)
Subsequent Events (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On May 5, 2017, Silver Bay's shareholders voted in favor of the Merger, which is subject to customary closing conditions as outlined in Note 1. The closing of the Merger is expected to occur during the week of May 8th, 2017. |
Basis of Presentation and Sig17
Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Consolidation and Basis of Presentation | Principles of Consolidation The interim unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), have been condensed or omitted according to such SEC rules and regulations. Management believes, however, that the disclosures included in these interim condensed consolidated financial statements are adequate to make the information presented not misleading. The accompanying condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 . In the opinion of management, all normal and recurring adjustments necessary to present fairly the financial condition of the Company at March 31, 2017 and results of operations for all periods presented have been made. The results of operations for the three months ended March 31, 2017 may not be indicative of the results for a full year. The accompanying condensed consolidated financial statements include the accounts of the Company, the Operating Partnership and its consolidated subsidiaries and have been prepared in accordance with GAAP. All intercompany balances and transactions have been eliminated in consolidation. The Company consolidates real estate partnerships and other entities that are not variable interest entities ("VIE") when it owns, directly or indirectly, a majority voting interest in the entity or is otherwise able to control the entity. The Company consolidates VIEs in accordance with Accounting Standards Codification ("ASC") 810, Consolidation , if the primary beneficiary of the VIE as determined by its power to direct the VIEs activities and the obligation to absorb its losses or the right to receive its benefits, which are potentially significant to the VIE. Ownership interests in certain consolidated subsidiaries of the Company held by outside parties are included in noncontrolling interest within the condensed consolidated financial statements. The Company adopted ASU 2015-02, Amendments to the Consolidation Analysis, during the quarter ended March 31, 2016. This guidance improved targeted areas of consolidation guidance by simplifying the consolidation evaluation process, and by placing more emphasis on risk of loss when determining a controlling financial interest. Based on its review and subsequent analysis of its legal entities structure, the Company concluded that the Operating Partnership is a VIE as the limited partners of the Operating Partnership do not have substantive kick-out rights. As the general partner and controlling owner of approximately 94.1% of the Operating Partnership with the power to direct its activities, the Company consolidates the Operating Partnership. The Company may change its original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affect the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary. The Company performs this analysis on an ongoing basis. As of both March 31, 2017 and 2016, the Company had one VIE. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions regarding future events that may affect the reported amounts and disclosures in the financial statements. The Company’s estimates are inherently subjective in nature and actual results could differ from these estimates. |
Reclassifications | Reclassifications Certain reclassifications have been made to amounts in prior period financial statements to conform to current period presentation. These reclassifications have not changed the previously reported results of operations or stockholders' equity. |
Deferred Financing Costs, Net | Deferred Financing Costs, Net Costs incurred in the placement of the Company’s debt are deferred and amortized, as a component of interest expense on the condensed consolidated statements of operations and comprehensive loss, using the effective interest method, or alternative methods that approximate the effective interest method. The costs are amortized over the terms of the related debt, which, where applicable, reflect the intended exercise of renewal options. Debt issuance costs related to a recognized debt liability are presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with the original issue discount, rather than as an asset. As a result, the carrying values of the Securitization Loan and Term Credit Facility (see Note 4) are reflected as a net debt number on the condensed consolidated balance sheets. Additionally, in accordance with ASU 2015-15, Interest-Imputation of Interest: Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements , issued in August 2015, the Company presents debt issuance costs related to its revolving credit facility as an asset within other assets on the condensed consolidated balance sheet as of December 31, 2016 (see Note 4) and amortizes them ratably over the term of the related facility. |
Escrow Deposits | Escrow Deposits Escrow deposits include cash held in reserve at financial institutions, as required by the Company's debt agreements described in Note 4. In addition, escrow deposits include money held at financial institutions for cash flow hedge collateral and refundable earnest money on deposit with certain third party property managers for property operating costs. |
Income Taxes | Income Taxes The Company intends to operate and to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the "Code") and intends to comply with the requirements of the Code relating to REITs. The Company has TRSs where certain investments may be made and activities conducted that may have otherwise been subject to the prohibited transactions tax or may not be favorably treated for purposes of complying with the various requirements for REIT qualification. The income and losses within the TRSs are subject to federal, state, and local income taxes. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Under the Jumpstart Our Business Startups Act (the "JOBS Act"), the Company meets the definition of an “emerging growth company.” The Company has irrevocably elected to opt out of the extended transition period for complying with new or revised U.S. accounting standards pursuant to Section 107(b) of the JOBS Act. As a result, the Company will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. The Company will cease to be an "emerging growth company" under the JOBS Act on December 31, 2017. The Company considers the applicability and impact of all accounting standard updates ("ASUs"). ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the Company's consolidated financial position or results of operations. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , which provides guidance on revenue recognition and supersedes the revenue recognition requirements in Topic 605, Revenue Recognition , most industry-specific guidance and some cost guidance included in Subtopic 605-35, “ Revenue Recognition-Construction-Type and Production-Type Contracts .” The new standard specifically excludes lease revenue, but will apply to other revenue and real estate sales. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under current guidance. These judgments may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The guidance will be effective for the Company for annual reporting periods beginning on January 1, 2018, and for interim periods within those annual periods. The Company can elect to adopt guidance using the full retrospective approach or the modified retrospective approach. Early adoption of this standard is only allowed as of the original effective date, annual periods beginning after December 15, 2016. The Company is currently evaluating the method of adoption and the impact on the consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases , a new lease standard which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). Under ASU 2016-02, lessor accounting will be substantially similar to the current model, but aligned with certain changes to the lessee model and ASU 2014-09. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The Company’s rental revenue is primarily generated from short-term operating leases. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard is expected to impact the Company’s consolidated financial statements as the Company is a lessor and has operating office lease arrangements for which it is the lessee. The new standard will be effective for the Company beginning on January 1, 2019, with early adoption permitted. The new standard must be adopted using a modified retrospective transition, requiring application of the new guidance at the beginning of the earliest comparative period presented and provides for certain practical expedients. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses, Measurement of Credit Losses on Financial Instruments , which changes how companies will measure credit losses for certain financial assets. This guidance requires an entity to estimate its expected credit losses and record an allowance based on this estimate so that it is presented at the net amount expected to be collected on the financial asset. The guidance will be effective for annual periods beginning after December 15, 2019 and interim periods within that reporting period with early adoption permitted beginning after December 15, 2018 and interim periods within that reporting period. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows, Classification of Certain Cash Receipts and Cash Payments , which clarifies how certain cash receipts and cash payments should be presented and classified on the statement of cash flows. The guidance will be effective for annual periods beginning after December 15, 2017 and interim periods within that reporting period. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows, Restricted Cash , which requires the statement of cash flows to explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. As a result, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments do not provide a definition of restricted cash or restricted cash equivalents. The guidance will be effective for annual periods beginning after December 15, 2017 and interim periods within that reporting period. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, Business Combinations, Clarifying the Definition of a Business , which amends the guidance in ASC 805 to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The guidance will be effective for annual periods beginning after December 15, 2017 and interim periods within that reporting period. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements. |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table presents the Company's debt as of March 31, 2017 and December 31, 2016 : Carrying Amount Interest Rate as of March 31, 2017 Maturity Date March 31, 2017 December 31, 2016 Securitization loan 2.90 % (1) September 9, 2019 (2) $ 300,859 $ 303,452 Unamortized original issue discount (3) (711 ) (786 ) Unamortized deferred financing costs (5,324 ) (5,884 ) Securitization loan, net 294,824 296,782 Revolving credit facility (4) — 352,799 Term credit facility (4) 4.15 % (5) February 18, 2018 346,184 — Unamortized deferred financing costs (2,945 ) — Term credit facility, net 343,239 — Total $ 638,063 $ 649,581 (1) The securitization loan provides for monthly payments at a blended rate equal to the one-month LIBOR plus 1.85% and a monthly servicing fee of 0.1355% (excluding the amortization of the original issue discount and deferred financing costs). (2) The securitization loan had an initial term of two years, with three , 12 -month extension options, which management intends to exercise, resulting in a fully extended maturity date of September 9, 2019. The extension options may be executed provided there is no event of default under the securitization loan, a replacement interest rate cap agreement is obtained in a form reasonably acceptable to the lender and the borrower complies with other terms set forth in the loan agreement. (3) The original issue discount will be accreted and recognized to interest expense through the fully extended maturity date of September 9, 2019. (4) The revolving credit facility provided for a borrowing capacity of up to $400,000 and had a maturity date of February 18, 2018. On February 18, 2017, the revolving period ended on the revolving credit facility and the Company is no longer able to draw additional amounts. The aggregate commitment amount was automatically and permanently reduced to an amount equal to the advances outstanding resulting in a term debt credit facility (the "term credit facility") as shown above and further described below. (5) The term credit facility bears interest at a varying rate of three-month LIBOR plus 3.0% , subject to a LIBOR floor of 0.0% . |
Total Interest Expense | The following table presents the Company's total interest expense for the three months ended March 31, 2017 and 2016 : Three Months Ended March 31, 2017 2016 Gross interest expense (1) $ 5,665 $ 4,894 Amortization of discount on Securitization Loan 75 75 Amortization of deferred financing costs 1,251 1,153 Other interest (2) — 90 Total interest expense $ 6,991 $ 6,212 (1) Includes the Securitization Loan's monthly servicing fees. (2) Includes monitoring service fees and interest related to the Company's designated derivative financial instruments (see Note 8). |
Schedule of Consolidated Derivative Positions | The following table summarizes the consolidated derivative positions at March 31, 2017 : Non-designated Hedged Interest Rate Caps (1) Cash Flow Hedges Interest Rate Caps Cash Flow Hedges Interest Rate Swaps Notional balance $ 304,367 $ 370,100 $ 296,000 Weighted average interest rate (2) 2.90 % 4.15 % N/A Weighted average capped/swapped interest rate (3)(4) 5.08 % 6.00 % 2.63 % Earliest maturity date September 15, 2017 February 17, 2018 August 15, 2017 Latest maturity date September 15, 2019 February 18, 2018 September 15, 2019 (1) The full notional balance is hedged through September 15, 2017 after which $200,000 is hedged through September 15, 2019. (2) For interest rate caps, represents the weighted average interest rate on the hedged debt as of March 31, 2017 . (3) For interest rate caps, represents the capped interest rate, which is inclusive of the monthly servicing fees, but excludes amortization of the original issue discount, deferred financing costs and interest rate cap accretion. (4) The swap transactions are structured with a fixed rate that steps up over the three -year term locking in the forward LIBOR curve at the time of execution. This structure resulted in an average effective rate of 2.77% over the three -year term. |
Schedule of Interest Rate Derivatives | Notional Amount Fixed Swap Rate Effective Date Maturity Date $ 177,600 0.6495 % August 15, 2016 August 15, 2017 $ 177,600 0.8045 % August 15, 2017 August 15, 2018 $ 177,600 0.9200 % August 15, 2018 September 15, 2019 $ 118,400 0.6600 % August 15, 2016 August 15, 2017 $ 118,400 0.8030 % August 15, 2017 August 15, 2018 $ 118,400 0.9300 % August 15, 2018 September 15, 2019 |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Performance Stock Award Targets | The number of shares of common stock eligible to be received will be determined by multiplying the target number of PSUs by the TSR Multiplier determined in accordance with the following table: TSR Relative to Peer Group TSR Multiplier (2) Underperform index by 6 percentage points —% Underperform index by 3 percentage points 50% Outperform index by 3 percentage points 100% Outperform index by 6 percentage points 200% (2) To the extent the Company's TSR performance compared to the Index TSR falls between two discrete points, linear interpolation will be used to determine the TSR Multiplier. The number of shares of common stock is determined by multiplying the number of PSUs by the TSR multiplier, determined in accordance with the following table: Annualized TSR TSR Multiplier (3) 6.5% —% 8% 25% 10% 50% 12% 100% 14% 125% 16% 150% (3) To the extent the Company's annualized TSR falls between two discrete points, linear interpolation shall be used to determine the TSR multiplier. Additionally, each PSU contains one dividend equivalent right, which is equal to the cash dividend that would have been paid on the PSU had the PSU been an issued and outstanding common share on the record date for the dividend and is payable in additional shares if the market and service conditions are met. The number of shares of common stock eligible to be received is determined by multiplying the target number of PSUs by the TSR multiplier, determined in accordance with the following table: Annualized TSR TSR Multiplier (1) 6.5% —% 8% 50% 10% 100% 12% 150% 16% 200% (1) To the extent the Company's annualized TSR falls between two discrete points, linear interpolation shall be used to determine the TSR multiplier. |
Schedule of Valuation Techniques | The following assumptions were used in the Monte-Carlo simulation to calculate the weighted-average grant date fair value: Expected volatility (1) 18.53 % Dividend assumption (2) — % Expected term in years 2.92 Risk-free rate 1.48 % Stock price (per share) (3) $ 16.68 Beginning average stock price (per share) (4) $ 17.42 (1) Expected volatility is based on the Company’s historical stock price volatility over the last three years using daily data points. (2) An assumed dividend yield of 0% is the mathematical equivalent to the reinvestment of dividends, which is consistent with the TSR definition described above. (3) Based on the closing price of the Company's common stock on January 27, 2017. (4) Based on the average closing price for the 30 trading days prior to December 31, 2016. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Common Stock Dividends | |
Stockholders' equity | |
Schedule of cash dividends declared by the Company since its formation | The following table presents cash dividends declared by the Company on its common stock during the three months ended March 31, 2017 , and the four immediately preceding quarters: Declaration Date Record Date Payment Date Cash Dividend per Share February 27, 2017 April 3, 2017 April 14, 2017 $ 0.13 December 20, 2016 December 30, 2016 January 13, 2017 0.13 September 22, 2016 October 3, 2016 October 14, 2016 0.13 June 21, 2016 July 1, 2016 July 15, 2016 0.13 March 23, 2016 April 4, 2016 April 15, 2016 0.13 |
Preferred Stock Dividends | |
Stockholders' equity | |
Schedule of cash dividends declared by the Company since its formation | The following table presents cash dividends declared by the Company on its 10% cumulative redeemable preferred stock during the three months ended March 31, 2017 , and the four immediately preceding quarters: Declaration Date Payment Date Cash Dividend per Share March 1, 2017 April 14, 2017 $ 25.28 December 20, 2016 January 13, 2017 24.72 September 22, 2016 October 14, 2016 24.72 June 22, 2016 June 30, 2016 25.00 March 30, 2016 April 15, 2016 26.94 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Summary of elements used in calculating basic and diluted EPS computations | The following table presents a reconciliation of net loss attributable to common stockholders and shares used in calculating basic and diluted earnings (loss) per share ("EPS") for the three months ended March 31, 2017 and 2016 : Three Months Ended March 31, 2017 2016 Net loss attributable to controlling interests $ (1,742 ) $ (3,379 ) Preferred stock distributions (25 ) (25 ) Net loss attributable to common stockholders $ (1,767 ) $ (3,404 ) Basic and diluted weighted average common shares outstanding 35,449,670 36,022,953 Net loss per common share - basic and diluted $ (0.05 ) $ (0.09 ) |
Derivative and Other Fair Val22
Derivative and Other Fair Value Instruments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements for interest rate cap agreements and location within condensed consolidated balance sheets | The following tables provide a summary of the aggregate fair value measurements for the Hedging Derivatives and the location within the condensed consolidated balance sheets at March 31, 2017 and December 31, 2016 , respectively: Fair Value Measurements at Reporting Date Using Description Balance Sheet Location March 31, 2017 Quoted Prices (Unadjusted) for Identical Assets/Liabilities Quoted Prices for Similar Assets and Liabilities in Active Markets Significant Unobservable Inputs Non-Designated Hedges Interest Rate Caps Other Assets $ 107 $ — $ 107 $ — Cash Flow Hedges Interest Rate Caps Other Assets — — — — Interest Rate Swaps Other Assets 5,294 — 5,294 — Total $ 5,401 $ — $ 5,401 $ — Fair Value Measurements at Reporting Date Using Description Balance Sheet Location December 31, 2016 Quoted Prices (Unadjusted) for Identical Assets/Liabilities (Level 1) Quoted Prices for Similar Assets and Liabilities in Active Markets (Level 2) Significant Unobservable Inputs (Level 3) Non-Designated Hedges Interest Rate Caps Other Assets $ 245 $ — $ 245 $ — Cash Flow Hedges Interest Rate Caps Other Assets 2 — 2 — Interest Rate Swaps Other Assets 4,830 — 4,830 — Total $ 5,077 $ — $ 5,077 $ — |
Summary of effect of cash flow hedges | The following table provides a summary of the effect of Hedging Derivatives on the Company's condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2017 : Effective Portion Ineffective Portion Description Amount of Gain/(Loss) Recognized in Other Comprehensive Income on Derivative Location of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Income into Earnings Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Income into Earnings Location of Gain/(Loss) Recognized in Earnings on Derivative Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Income into Earnings Non-Designated Hedges Interest Rate Caps $ — Adjustments for derivative instruments, net $ (26 ) N/A $ — Cash Flow Hedges Interest Rate Caps (2 ) Interest Expense (74 ) N/A — Interest Rate Swaps 465 N/A — N/A — Total $ 463 $ (100 ) N/A $ — The following table provides a summary of the effect of Hedging Derivatives on the Company's condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2016 : Effective Portion Ineffective Portion Description Amount of Gain/(Loss) Recognized in Other Comprehensive Income on Derivative Location of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Income into Earnings Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Income into Earnings Location of Gain/(Loss) Recognized in Earnings on Derivative Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Income into Earnings Cash Flow Hedges Interest Rate Caps $ (474 ) Interest Expense $ (24 ) N/A $ — |
Organization and Operations (De
Organization and Operations (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2017USD ($)property$ / shares | Mar. 31, 2016USD ($) | Feb. 27, 2017$ / shares | Dec. 31, 2016$ / shares | |
Organization and operations | ||||
Number of single-family properties owned | property | 9,013 | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Cumulative redeemable preferred stock, stated dividend rate percentage (as a percent) | 10.00% | 10.00% | ||
10% cumulative redeemable preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Transaction expenses | $ | $ 2,210 | $ 0 | ||
Tricon Capital Group Merger | Common Stock | ||||
Organization and operations | ||||
Right to receive cash per share converted | 21.50 | |||
Tricon Capital Group Merger | Redeemable Preferred Stock | ||||
Organization and operations | ||||
Right to receive cash per share converted | 1,000 | |||
Silver Bay Operating Partnership L.P. | ||||
Organization and operations | ||||
Direct and indirect partnership interests in operating partnership | 94.10% |
Basis of Presentation and Sig24
Basis of Presentation and Significant Accounting Policies (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017USD ($)entity | Mar. 31, 2016USD ($)entity | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Variable interest entity, number of entities | entity | 1 | 1 |
Income tax expense, net | $ | $ 279 | $ 467 |
Silver Bay Operating Partnership L.P. | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Direct and indirect partnership interests in operating partnership | 94.10% |
Investments in Real Estate - Na
Investments in Real Estate - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Business Acquisition [Line Items] | ||
Proceeds from disposition of real estate | $ 14,916 | $ 7,342 |
Net gain on disposition of real estate | 2,885 | 1,285 |
Impairment charges | 72 | 59 |
Disposal Group, Disposed of by Sale | ||
Business Acquisition [Line Items] | ||
Proceeds from disposition of real estate | 14,916 | 7,342 |
Net gain on disposition of real estate | $ 2,885 | $ 1,285 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) $ in Thousands | Feb. 18, 2015USD ($) | Aug. 12, 2014extension | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Feb. 17, 2015USD ($) |
Debt Instrument [Line Items] | |||||
Unamortized deferred financing costs | $ (2,945) | $ 0 | |||
Securitization loan, net | 294,824 | 296,782 | |||
Term credit facility, net | 343,239 | 0 | |||
Revolving credit facility | 0 | 352,799 | |||
Total | 638,063 | 649,581 | |||
Short-term debt | |||||
Debt Instrument [Line Items] | |||||
Term credit facility | $ 346,184 | 0 | |||
Interest Rate (as a percent) | 4.15% | ||||
Secured Debt | Securitization Loan | |||||
Debt Instrument [Line Items] | |||||
Securitization loan | $ 300,859 | 303,452 | |||
Unamortized original issue discount | (711) | (786) | |||
Unamortized deferred financing costs | (5,324) | (5,884) | |||
Securitization loan, net | $ 294,824 | $ 296,782 | |||
Weighted-average interest rate (as a percent) | 2.90% | 2.68% | |||
Debt servicing fee | 0.1355% | ||||
Term of debt instrument | 2 years | ||||
Number of extension options | extension | 3 | ||||
Length of loan extensions | 12 months | ||||
Secured Debt | Securitization Loan | London Interbank Offered Rate (LIBOR) | |||||
Debt Instrument [Line Items] | |||||
Weighted-average interest rate (as a percent) | 1.85% | ||||
Line of Credit | Revolving credit facility | |||||
Debt Instrument [Line Items] | |||||
Revolving credit facility | $ 0 | $ 352,799 | |||
Interest Rate (as a percent) | 4.04% | ||||
Maximum borrowing capacity | $ 400,000 | $ 200,000 | |||
Line of Credit | Revolving credit facility | Minimum | London Interbank Offered Rate (LIBOR) | |||||
Debt Instrument [Line Items] | |||||
Interest rate margin (as a percent) | 0.00% | ||||
Line of Credit | Line of Credit | London Interbank Offered Rate (LIBOR) | |||||
Debt Instrument [Line Items] | |||||
Weighted-average interest rate (as a percent) | 3.00% | ||||
Interest rate margin (as a percent) | 3.00% | ||||
Line of Credit | Line of Credit | Minimum | London Interbank Offered Rate (LIBOR) | |||||
Debt Instrument [Line Items] | |||||
Interest rate margin (as a percent) | 0.00% |
Debt - Securitization Loan (Det
Debt - Securitization Loan (Details) | Aug. 12, 2014USD ($)extension | Mar. 31, 2017USD ($)property | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) |
Debt Instrument [Line Items] | ||||
Gross interest expense | $ 5,665,000 | $ 4,894,000 | ||
Payments on securitization loan | 2,594,000 | 0 | ||
Escrow deposits | $ 22,979,000 | $ 16,858,000 | ||
Secured Debt | Securitization Loan | ||||
Debt Instrument [Line Items] | ||||
Face amount of debt instrument | $ 312,667,000 | |||
Weighted-average interest rate (as a percent) | 2.90% | 2.68% | ||
Debt servicing fee | 0.1355% | |||
Original issue discount | $ 1,503,000 | |||
Gross interest expense | $ 2,086,000 | $ 1,839,000 | ||
Term of debt instrument | 2 years | |||
Number of extension options | extension | 3 | |||
Length of loan extensions | 12 months | |||
Proceeds from securitization loan | $ 311,164,000 | |||
Number of single-family properties pledged as security | property | 2,973 | |||
Escrow deposits | $ 6,037,000 | $ 3,715,000 | ||
Secured Debt | Securitization Loan | Southwest Florida and Houston, Texas | ||||
Debt Instrument [Line Items] | ||||
Payments on securitization loan | $ 2,594,000 | |||
Secured Debt | Securitization Loan | London Interbank Offered Rate (LIBOR) | ||||
Debt Instrument [Line Items] | ||||
Weighted-average interest rate (as a percent) | 1.85% | |||
Spread on effective rate (as a percent) | 1.95% |
Debt - Revolving Credit Facilit
Debt - Revolving Credit Facility, Term Credit Facility and Collective Credit Facilities (Details) | Feb. 18, 2015USD ($) | Feb. 17, 2015USD ($) | Mar. 31, 2017USD ($)property | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) |
Line of Credit Facility [Line Items] | |||||
Revolving credit facility | $ 0 | $ 352,799,000 | |||
Gross interest expense | 5,665,000 | $ 4,894,000 | |||
Escrow deposits | $ 22,979,000 | 16,858,000 | |||
Short-term debt | |||||
Line of Credit Facility [Line Items] | |||||
Interest rate (as a percent) | 4.15% | ||||
Term credit facility | $ 346,184,000 | 0 | |||
Line of Credit | Revolving credit facility | |||||
Line of Credit Facility [Line Items] | |||||
Revolving credit facility | $ 0 | $ 352,799,000 | |||
Maximum borrowing capacity | $ 400,000,000 | $ 200,000,000 | |||
Baseline for unused commitment fee | $ 200,000,000 | ||||
Interest rate (as a percent) | 4.04% | ||||
Gross interest expense | $ 3,055,000 | ||||
Maximum amount allowed to be drawn under credit facility as a percentage of aggregate value of eligible properties | 65.00% | 55.00% | |||
Number of single-family properties pledged as security | property | 5,821 | ||||
Escrow deposits | $ 14,924,000 | $ 11,037,000 | |||
Line of Credit | Revolving credit facility | Company and Operating Partnership | |||||
Line of Credit Facility [Line Items] | |||||
Maximum amount guaranteed for completion of certain property renovations | 20,000,000 | ||||
Line of Credit | Revolving credit facility | Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Monthly fee on the unused portion of the credit facility (as a percent) | 0.50% | ||||
Line of Credit | Revolving credit facility | Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Monthly fee on the unused portion of the credit facility (as a percent) | 0.30% | ||||
Total liquidity to be maintained as defined by the agreement | 25,000,000 | ||||
Net worth to be maintained as defined by the agreement | $ 125,000,000 | ||||
Line of Credit | Revolving credit facility | London Interbank Offered Rate (LIBOR) | Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Interest rate margin (as a percent) | 0.00% | ||||
Line of Credit | Line of Credit | |||||
Line of Credit Facility [Line Items] | |||||
Gross interest expense | $ 3,579,000 | ||||
Line of Credit | Line of Credit | London Interbank Offered Rate (LIBOR) | |||||
Line of Credit Facility [Line Items] | |||||
Interest rate margin (as a percent) | 3.00% | ||||
Line of Credit | Line of Credit | London Interbank Offered Rate (LIBOR) | Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Interest rate margin (as a percent) | 0.00% |
Debt - Deferred Financing Costs
Debt - Deferred Financing Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Debt Instrument [Line Items] | ||
Deferred financing costs | $ 1,008 | $ 9 |
Line of Credit | Revolving credit facility | ||
Debt Instrument [Line Items] | ||
Deferred financing costs | 1,008 | 9 |
Securitization Loan | Secured Debt | ||
Debt Instrument [Line Items] | ||
Deferred financing costs | $ 0 | $ 0 |
Debt - Interest Expense (Detail
Debt - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Debt Disclosure [Abstract] | ||
Gross interest expense | $ 5,665 | $ 4,894 |
Amortization of discount on Securitization Loan | 75 | 75 |
Amortization of deferred financing costs | 1,251 | 1,153 |
Other interest | 0 | 90 |
Total interest expense | $ 6,991 | $ 6,212 |
Debt - Derivative Positions (De
Debt - Derivative Positions (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Aug. 31, 2016 | Mar. 31, 2017 | Sep. 16, 2017 | Dec. 31, 2016 | |
Scenario, Forecast | ||||
Derivative [Line Items] | ||||
Aggregate notional amount | $ 200,000 | |||
Interest Rate Cap | Scenario, Forecast | ||||
Derivative [Line Items] | ||||
Aggregate notional amount | $ 200,000 | |||
Interest Rate Cap | Revolving credit facility | ||||
Derivative [Line Items] | ||||
Aggregate notional amount | $ 370,100 | $ 370,100 | ||
Interest Rate Cap | Secured Debt | ||||
Derivative [Line Items] | ||||
Aggregate notional amount | 104,367 | $ 104,367 | ||
Not Designated as Hedging Instrument | Interest Rate Cap | ||||
Derivative [Line Items] | ||||
Aggregate notional amount | $ 304,367 | |||
Average effective rate (as a percent) | 5.08% | |||
Not Designated as Hedging Instrument | Interest Rate Cap | Secured Debt | Securitization Loan | ||||
Derivative [Line Items] | ||||
Weighted-average interest rate (as a percent) | 2.90% | |||
Designated as Hedging Instrument | Interest Rate Cap | Cash Flow Hedging | ||||
Derivative [Line Items] | ||||
Aggregate notional amount | $ 370,100 | |||
Average effective rate (as a percent) | 6.00% | |||
Designated as Hedging Instrument | Interest Rate Cap | Cash Flow Hedging | Line of Credit | Revolving credit facility | ||||
Derivative [Line Items] | ||||
Weighted-average interest rate (as a percent) | 4.15% | |||
Designated as Hedging Instrument | Interest Rate Swap | Cash Flow Hedging | ||||
Derivative [Line Items] | ||||
Aggregate notional amount | $ 296,000 | $ 296,000 | ||
Average effective rate (as a percent) | 2.63% | |||
Term of contract | 3 years | |||
Designated as Hedging Instrument | Interest Rate Swap | Cash Flow Hedging | London Interbank Offered Rate (LIBOR) | ||||
Derivative [Line Items] | ||||
Average effective rate (as a percent) | 2.77% | |||
Term of contract | 3 years |
Debt - Derivative Financial Ins
Debt - Derivative Financial Instruments (Details) | 1 Months Ended | 3 Months Ended | ||
Aug. 31, 2016USD ($)agreementcounterparty | Mar. 31, 2017USD ($)agreement | Sep. 16, 2017USD ($) | Dec. 31, 2016USD ($)agreement | |
Debt Instrument [Line Items] | ||||
Number of instruments held | agreement | 4 | 4 | ||
Designated as Hedging Instrument | Cash Flow Hedging | Interest Rate Cap | ||||
Debt Instrument [Line Items] | ||||
Aggregate notional amount | $ 370,100,000 | |||
Designated as Hedging Instrument | Cash Flow Hedging | Interest Rate Swap | ||||
Debt Instrument [Line Items] | ||||
Aggregate notional amount | $ 296,000,000 | 296,000,000 | ||
Number of counterparties to instrument | counterparty | 2 | |||
Term of contract | 3 years | |||
Cash reserves required to maintain | $ 15,000 | |||
Not Designated as Hedging Instrument | Interest Rate Cap | ||||
Debt Instrument [Line Items] | ||||
Aggregate notional amount | $ 304,367,000 | |||
Scenario, Forecast | ||||
Debt Instrument [Line Items] | ||||
Aggregate notional amount | $ 200,000,000 | |||
Scenario, Forecast | Interest Rate Cap | ||||
Debt Instrument [Line Items] | ||||
Aggregate notional amount | $ 200,000,000 | |||
Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Number of instruments held | agreement | 1 | 1 | ||
Aggregate purchase price | $ 1,413,000 | |||
Secured Debt | Interest Rate Cap | ||||
Debt Instrument [Line Items] | ||||
Aggregate notional amount | 104,367,000 | $ 104,367,000 | ||
Secured Debt | Not Designated as Hedging Instrument | Interest Rate Cap | ||||
Debt Instrument [Line Items] | ||||
Number of instruments held | agreement | 3 | |||
Amount to be reclassified out of AOCI into earnings | $ 1,229,000 | |||
London Interbank Offered Rate (LIBOR) | Designated as Hedging Instrument | Cash Flow Hedging | Interest Rate Swap | ||||
Debt Instrument [Line Items] | ||||
Term of contract | 3 years | |||
London Interbank Offered Rate (LIBOR) | Scenario, Forecast | Interest Rate Cap | ||||
Debt Instrument [Line Items] | ||||
Interest rate cap | 3.1085% | |||
London Interbank Offered Rate (LIBOR) | Secured Debt | Interest Rate Cap | ||||
Debt Instrument [Line Items] | ||||
Interest rate cap | 3.1085% | 3.1085% | ||
Revolving credit facility | ||||
Debt Instrument [Line Items] | ||||
Number of instruments held | agreement | 2 | 2 | ||
Aggregate purchase price | $ 867 | |||
Revolving credit facility | Interest Rate Cap | ||||
Debt Instrument [Line Items] | ||||
Aggregate notional amount | $ 370,100,000 | $ 370,100,000 | ||
Revolving credit facility | London Interbank Offered Rate (LIBOR) | Interest Rate Cap | ||||
Debt Instrument [Line Items] | ||||
Interest rate cap | 3.00% | 3.00% |
Debt - Interest Rate Agreements
Debt - Interest Rate Agreements (Details) - Designated as Hedging Instrument $ in Thousands | Aug. 31, 2016USD ($) |
Interest Rate Swap, Effective Date August 15, 2016, 0.6495% Rate | |
Derivative [Line Items] | |
Notional Amount | $ 177,600 |
Fixed Swap Rate (as a percent) | 0.6495% |
Interest Rate Swap, Effective Date August 15, 2017, 0.8045% Rate | |
Derivative [Line Items] | |
Notional Amount | $ 177,600 |
Fixed Swap Rate (as a percent) | 0.8045% |
Interest Rate Swap, Effective Date August 15, 2018, 0.92% Rate | |
Derivative [Line Items] | |
Notional Amount | $ 177,600 |
Fixed Swap Rate (as a percent) | 0.92% |
Interest Rate Swap, Effective Date August 15, 2016, 0.66% Rate | |
Derivative [Line Items] | |
Notional Amount | $ 118,400 |
Fixed Swap Rate (as a percent) | 0.66% |
Interest Rate Swap, Effective Date August 15, 2017, 0.8030% Rate | |
Derivative [Line Items] | |
Notional Amount | $ 118,400 |
Fixed Swap Rate (as a percent) | 0.803% |
Interest Rate Swap, Effective Date August 15, 2018, 0.93% Rate | |
Derivative [Line Items] | |
Notional Amount | $ 118,400 |
Fixed Swap Rate (as a percent) | 0.93% |
Equity Incentive Plan - Equity
Equity Incentive Plan - Equity Incentive Plan (Narrative) (Details) - $ / shares | Jan. 27, 2017 | Jan. 04, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Relative TSR PSU | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Cap on payout if Absolute PSU TSR if performance period is negative (percent) | 110.00% | |||
Number of dividend equivalent rights per award (in rights) | 1 | |||
Director | Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award target number (in shares) | 1,055 | |||
Granted (in dollars per share) | $ 17.27 | |||
Director | Equity Incentive Plan | Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 1 year | |||
Certain Officers | Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award target number (in shares) | 121,067 | |||
Granted (in dollars per share) | $ 16.82 | |||
Vesting period | 1 year | |||
Certain Executives and Senior Management | Performance Stock Unit | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 36 months | |||
Certain Executives and Senior Management | Absolute TSR PSU | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award target number (in shares) | 39,610 | |||
Granted (in dollars per share) | $ 5.37 | |||
Chief Executive Officer | Performance Stock Unit | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award target number (in shares) | 30,000 | |||
Granted (in dollars per share) | $ 13.67 | |||
Chief Executive Officer | Absolute TSR PSU | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award target number (in shares) | 30,000 | |||
Granted (in dollars per share) | $ 7.78 |
Equity Incentive Plan - Perform
Equity Incentive Plan - Performance Stock Units (Multiplier Schedule) (Details) | Jan. 27, 2017 |
Relative TSR PSU | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
TSR Multiplier, threshold one (percent) | 0.00% |
TSR Multiplier, threshold two (percent) | 50.00% |
TSR Multiplier, threshold three (percent) | 100.00% |
TSR Multiplier, threshold four (percent) | 200.00% |
TSR Relative to Peer Group, lower threshold two, (percent) | (6.00%) |
TSR Relative to Peer Group, lower threshold one (percent) | (3.00%) |
TSR Relative to Peer Group, upper threshold one (percent) | 3.00% |
TSR Relative to Peer Group, upper threshold two (percent) | 6.00% |
Chief Executive Officer | Performance Stock Unit | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Annualized TSR, threshold one (percent) | 6.50% |
Annualized TSR, threshold two (percent) | 8.00% |
Annualized TSR, threshold three (percent) | 10.00% |
Annualized TSR, threshold four (percent) | 12.00% |
Annualized TSR, threshold five (percent) | 16.00% |
TSR Multiplier, threshold one (percent) | 0.00% |
TSR Multiplier, threshold two (percent) | 50.00% |
TSR Multiplier, threshold three (percent) | 100.00% |
TSR Multiplier, threshold four (percent) | 150.00% |
TSR Multiplier, threshold five (percent) | 200.00% |
Certain Executives and Senior Management | Performance Stock Unit | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Annualized TSR, threshold one (percent) | 6.50% |
Annualized TSR, threshold two (percent) | 8.00% |
Annualized TSR, threshold three (percent) | 10.00% |
Annualized TSR, threshold four (percent) | 12.00% |
Annualized TSR, threshold five (percent) | 14.00% |
Annualized TSR, threshold six (percent) | 16.00% |
TSR Multiplier, threshold one (percent) | 0.00% |
TSR Multiplier, threshold two (percent) | 25.00% |
TSR Multiplier, threshold three (percent) | 50.00% |
TSR Multiplier, threshold four (percent) | 100.00% |
TSR Multiplier, threshold five (percent) | 125.00% |
TSR Multiplier, threshold six (percent) | 150.00% |
Equity Incentive Plan - Perfo36
Equity Incentive Plan - Performance Stock Units (Weighted-Average Grant Date Inputs) (Details) - Performance Stock Unit | Jan. 27, 2017 | Mar. 31, 2017$ / shares | Dec. 31, 2016trading_days |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility (percent) | 18.53% | ||
Dividend assumption (percent) | 0.00% | 0.00% | |
Expected term in years | 2 years 11 months 2 days | ||
Risk-free rate (percent) | 1.48% | ||
Stock price (per share) (in dollars per share) | $ 16.68 | ||
Beginning average stock price (per share) (in dollars per share) | $ 17.42 | ||
Historical stock price volatility period | 3 years | ||
Trading days | trading_days | 30 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Nov. 25, 2014 | Jul. 01, 2013 | |
Share Repurchase Plan | ||||
Number of shares authorized to be repurchased (in shares) | 5,000,000 | |||
Increase in number of shares authorized to be repurchased (shares) | 2,500,000 | |||
Total cost of shares repurchased | $ 510 | |||
Share repurchase program | ||||
Share Repurchase Plan | ||||
Number of shares authorized to be repurchased (in shares) | 2,500,000 | |||
Number of shares repurchased (in shares) | 545,223 | |||
Total cost of shares repurchased | $ 7,867 | |||
Average purchase price (in dollars per share) | $ 14.43 |
Stockholders' Equity - Common a
Stockholders' Equity - Common and Preferred Stock Dividends (Details) - $ / shares | Apr. 14, 2017 | Mar. 01, 2017 | Feb. 27, 2017 | Jan. 13, 2017 | Dec. 20, 2016 | Oct. 14, 2016 | Sep. 22, 2016 | Jul. 15, 2016 | Jun. 30, 2016 | Jun. 22, 2016 | Jun. 21, 2016 | Apr. 15, 2016 | Mar. 30, 2016 | Mar. 23, 2016 | Mar. 31, 2017 | Mar. 31, 2016 |
Common and Preferred Stock Dividends | ||||||||||||||||
Cash dividend per share paid, common stock (in dollars per share) | $ 0.13 | $ 0.13 | $ 0.13 | $ 0.13 | ||||||||||||
Cumulative redeemable preferred stock, stated dividend rate percentage (as a percent) | 10.00% | 10.00% | ||||||||||||||
Cash dividend per share paid, preferred stock (in dollars per share) | $ 24.72 | $ 24.72 | $ 25 | $ 26.94 | ||||||||||||
Cash dividend per share declared, common stock (in dollars per share) | $ 0.13 | $ 0.13 | $ 0.13 | $ 0.13 | $ 0.13 | |||||||||||
Cash dividend per share declared, preferred stock (in dollars per share) | $ 25.28 | $ 24.72 | $ 24.72 | $ 25 | $ 26.94 | |||||||||||
Subsequent Event | ||||||||||||||||
Common and Preferred Stock Dividends | ||||||||||||||||
Cash dividend per share paid, common stock (in dollars per share) | $ 0.13 | |||||||||||||||
Cash dividend per share paid, preferred stock (in dollars per share) | $ 25.28 |
Earnings (Loss) Per Share (Det
Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Calculation of basic and diluted earnings (loss) per share | ||
Net loss attributable to controlling interests | $ (1,742) | $ (3,379) |
Preferred stock distributions | (25) | (25) |
Net loss attributable to common stockholders | $ (1,767) | $ (3,404) |
Basic and diluted weighted average common shares outstanding (in shares) | 35,449,670 | 36,022,953 |
Net loss per common share - basic and diluted (in dollars per share) | $ (0.05) | $ (0.09) |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of common units excluded from the calculation of diluted EPS as their inclusion would not be dilutive (in shares) | 2,231,511 | 2,231,511 |
Performance Stock Unit | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of common units excluded from the calculation of diluted EPS as their inclusion would not be dilutive (in shares) | 420,269 | 105,000 |
Derivative and Other Fair Val40
Derivative and Other Fair Value Instruments (Details) - Recurring - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Recurring Fair Value | ||
Total | $ 5,401 | $ 5,077 |
Level 2 | ||
Recurring Fair Value | ||
Total | 5,401 | 5,077 |
Other Assets | Interest Rate Cap | ||
Recurring Fair Value | ||
Interest Rate Caps (not designated as hedging instruments) | 107 | 245 |
Interest Rate Caps (cash flow hedges) | 0 | 2 |
Other Assets | Interest Rate Swap | ||
Recurring Fair Value | ||
Interest Rate Caps (cash flow hedges) | 5,294 | 4,830 |
Other Assets | Level 2 | Interest Rate Cap | ||
Recurring Fair Value | ||
Interest Rate Caps (not designated as hedging instruments) | 107 | 245 |
Interest Rate Caps (cash flow hedges) | 0 | 2 |
Other Assets | Level 2 | Interest Rate Swap | ||
Recurring Fair Value | ||
Interest Rate Caps (cash flow hedges) | $ 5,294 | $ 4,830 |
Derivative and Other Fair Val41
Derivative and Other Fair Value Instruments (Details 2) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash Flow Hedging | ||
Effect of cash flow hedges | ||
Amount of Gain/(Loss) Recognized in Other Comprehensive Income on Derivative | $ 463 | |
Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Income into Earnings | (100) | |
Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Income into Earnings | 0 | |
Cash Flow Hedging | Interest Rate Caps | ||
Effect of cash flow hedges | ||
Amount of Gain/(Loss) Recognized in Other Comprehensive Income on Derivative | (2) | $ (474) |
Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Income into Earnings | 0 | 0 |
Cash Flow Hedging | Interest Rate Caps | Interest Expense | ||
Effect of cash flow hedges | ||
Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Income into Earnings | (74) | $ (24) |
Cash Flow Hedging | Interest Rate Swaps | ||
Effect of cash flow hedges | ||
Amount of Gain/(Loss) Recognized in Other Comprehensive Income on Derivative | 465 | |
Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Income into Earnings | 0 | |
Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Income into Earnings | 0 | |
Not Designated as Hedging Instrument | Interest Rate Caps | ||
Effect of cash flow hedges | ||
Amount of Gain/(Loss) Recognized in Other Comprehensive Income on Derivative | 0 | |
Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Income into Earnings | 0 | |
Not Designated as Hedging Instrument | Interest Rate Caps | Adjustments for derivative instruments, net | ||
Effect of cash flow hedges | ||
Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Income into Earnings | $ (26) |
Derivative and Other Fair Val42
Derivative and Other Fair Value Instruments (Details 3) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Derivatives, Fair Value [Line Items] | |||
Amount expected to be reclassified out of AOCI into adjustments for derivative instruments, net | $ (100) | $ (24) | |
Cumulative redeemable preferred stock, stated dividend rate percentage (as a percent) | 10.00% | 10.00% | |
Secured Debt | Level 2 | Securitization Loan | |||
Derivatives, Fair Value [Line Items] | |||
Fair value of loan | $ 300,583 | ||
Interest Rate Cap | |||
Derivatives, Fair Value [Line Items] | |||
Cumulative changes in net gain (loss) from cash flow hedges effect, net | 3,404 | $ 2,841 | |
Expected interest expense | (663) | ||
Amount expected to be reclassified out of AOCI into adjustments for derivative instruments, net | 286 | ||
Interest Rate Cap | Not Designated as Hedging Instrument | Secured Debt | |||
Derivatives, Fair Value [Line Items] | |||
Amount to be reclassified out of AOCI into earnings | (1,229) | ||
Gain (loss) related to change in fair value, realized | $ 139 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Concentrations | |
Resident security deposits | $ 13,068,000 |
Legal and regulatory contingency | $ 0 |
Real Estate Properties | Geographically Dispersed Portfolio | Phoenix, AZ, Tampa, FL, and Atlanta, GA | |
Concentrations | |
Concentration (as a percent) | 61.00% |