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 |