Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 03, 2015 | |
Document Information | ||
Entity Registrant Name | American Homes 4 Rent | |
Entity Central Index Key | 1,562,401 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Class A common shares | ||
Document Information | ||
Entity Common Stock, Shares Outstanding | 207,462,066 | |
Class B common shares | ||
Document Information | ||
Entity Common Stock, Shares Outstanding | 635,075 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Single-family properties: | ||
Land | $ 1,218,547 | $ 1,104,409 |
Buildings and improvements | 5,401,857 | 4,808,706 |
Single-family properties held for sale | 6,472 | 3,818 |
Single-family properties excluding accumulated depreciation | 6,626,876 | 5,916,933 |
Less: accumulated depreciation | (359,412) | (206,262) |
Single-family properties, net | 6,267,464 | 5,710,671 |
Cash and cash equivalents | 238,417 | 108,787 |
Restricted cash | 106,973 | 77,198 |
Rent and other receivables, net | 17,527 | 11,009 |
Escrow deposits, prepaid expenses and other assets | 118,444 | 118,783 |
Deferred costs and other intangibles, net | 70,670 | 54,582 |
Asset-backed securitization certificates | 25,666 | 25,666 |
Goodwill | 120,655 | 120,655 |
Total assets | 6,965,816 | 6,227,351 |
Liabilities | ||
Credit facility | 0 | 207,000 |
Asset-backed securitizations | 2,536,192 | 1,519,390 |
Secured note payable | 50,980 | 51,644 |
Accounts payable and accrued expenses | 234,651 | 149,706 |
Contingently convertible Series E units liability | 68,601 | 72,057 |
Preferred shares derivative liability | 60,260 | 57,960 |
Total liabilities | $ 2,950,684 | $ 2,057,757 |
Commitments and contingencies | ||
Shareholders’ equity: | ||
Preferred shares, $0.01 par value per share, 100,000,000 shares authorized, 17,060,000 issued and outstanding at September 30, 2015, and December 31, 2014 | $ 171 | $ 171 |
Additional paid-in capital | 3,566,892 | 3,618,207 |
Accumulated deficit | (265,988) | (170,162) |
Accumulated other comprehensive loss | (148) | (229) |
Total shareholders’ equity | 3,303,007 | 3,450,101 |
Noncontrolling interest | 712,125 | 719,493 |
Total equity | 4,015,132 | 4,169,594 |
Total liabilities and equity | 6,965,816 | 6,227,351 |
Class A common shares | ||
Shareholders’ equity: | ||
Common stock, value, issued | 2,074 | 2,108 |
Class B common shares | ||
Shareholders’ equity: | ||
Common stock, value, issued | $ 6 | $ 6 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Preferred shares, par value (in USD per share) | $ 0.01 | $ 0.01 |
Preferred shares, shares authorized | 100,000,000 | 100,000,000 |
Preferred shares, shares issued | 17,060,000 | 17,060,000 |
Preferred shares, shares outstanding | 17,060,000 | 17,060,000 |
Class A common shares | ||
Common shares, par value (in USD per share) | $ 0.01 | $ 0.01 |
Common shares, shares authorized | 450,000,000 | 450,000,000 |
Common shares, shares issued | 207,460,466 | 210,838,831 |
Common shares, shares outstanding | 207,460,466 | 210,838,831 |
Class B common shares | ||
Common shares, par value (in USD per share) | $ 0.01 | $ 0.01 |
Common shares, shares authorized | 50,000,000 | 50,000,000 |
Common shares, shares issued | 635,075 | 635,075 |
Common shares, shares outstanding | 635,075 | 635,075 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues: | ||||
Rents from single-family properties | $ 148,815 | $ 104,210 | $ 407,313 | $ 266,842 |
Fees from single-family properties | 2,146 | 1,529 | 5,681 | 4,776 |
Tenant charge-backs | 19,881 | 4,282 | 40,215 | 9,310 |
Other | 1,771 | 372 | 4,780 | 1,047 |
Total revenues | 172,613 | 110,393 | 457,989 | 281,975 |
Property operating expenses | ||||
Leased single-family properties | 83,682 | 50,583 | 205,435 | 117,148 |
Vacant single-family properties and other | 2,522 | 3,885 | 12,950 | 18,770 |
General and administrative expense | 6,090 | 5,291 | 18,497 | 16,068 |
Interest expense | 23,866 | 5,112 | 61,539 | 10,502 |
Noncash share-based compensation expense | 913 | 751 | 2,343 | 1,895 |
Acquisition fees and costs expensed | 4,153 | 14,550 | 14,297 | 15,921 |
Depreciation and amortization | 67,800 | 44,855 | 180,685 | 118,311 |
Total expenses | 189,026 | 125,027 | 495,746 | 298,615 |
Remeasurement of Series E units | (525) | 3,588 | 3,456 | (4,112) |
Remeasurement of preferred shares | (3,000) | (1,750) | (2,300) | (2,348) |
Net loss | (19,938) | (12,796) | (36,601) | (23,100) |
Noncontrolling interest | 3,109 | 3,382 | 10,795 | 11,214 |
Dividends on preferred shares | 5,569 | 5,569 | 16,707 | 13,359 |
Net loss attributable to common shareholders | $ (28,616) | $ (21,747) | $ (64,103) | $ (47,673) |
Weighted-average shares outstanding—basic and diluted (in shares) | 211,414,368 | 202,547,677 | 211,460,840 | 191,251,638 |
Net loss per share - basic and diluted: | ||||
Net loss attributable to common shareholders basic and diluted (in USD per share) | $ (0.14) | $ (0.11) | $ (0.30) | $ (0.25) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (19,938) | $ (12,796) | $ (36,601) | $ (23,100) |
Unrealized gain (loss) on interest rate cap agreement: | ||||
Unrealized interest rate cap agreement gain (loss) arising during the period | 51 | 16 | 81 | (196) |
Unrealized gain (loss) on interest rate cap agreement | 51 | 16 | 81 | (196) |
Other comprehensive income (loss): | ||||
Other comprehensive income (loss) | 51 | 16 | 81 | (196) |
Comprehensive loss | (19,887) | (12,780) | (36,520) | (23,296) |
Comprehensive income attributable to noncontrolling interests | 3,106 | 3,379 | 10,790 | 11,226 |
Dividends on preferred shares | 5,569 | 5,569 | 16,707 | 13,359 |
Comprehensive loss attributable to common shareholders | $ (28,562) | $ (21,728) | $ (64,017) | $ (47,881) |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Equity - 9 months ended Sep. 30, 2015 - USD ($) $ in Thousands | Total | Class A common shares | Common StockClass A common shares | Common StockClass B common shares | Preferred shares | Additional paid-in capital | Additional paid-in capitalClass A common shares | Accumulated deficit | Accumulated other comprehensive loss | Shareholders’ equity | Shareholders’ equityClass A common shares | Noncontrolling interest |
Beginning balances at Dec. 31, 2014 | $ 4,169,594 | $ 2,108 | $ 6 | $ 171 | $ 3,618,207 | $ (170,162) | $ (229) | $ 3,450,101 | $ 719,493 | |||
Beginning balances (in shares) at Dec. 31, 2014 | 210,838,831 | 635,075 | 17,060,000 | |||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Share-based compensation | 2,343 | 2,343 | 2,343 | |||||||||
Common stock issued under share-based compensation plans, net of shares withheld for employee taxes (in shares) | 28,681 | |||||||||||
Common stock issued under share-based compensation plans, net of shares withheld for employee taxes | 86 | 86 | 86 | |||||||||
Repurchases of Class A common shares (in shares) | (3,407,046) | |||||||||||
Repurchases of Class A common shares, value | (53,778) | $ (53,778) | $ (34) | $ (53,744) | $ (53,778) | |||||||
Distributions to equity holders: | ||||||||||||
Preferred shares | (16,707) | (16,707) | (16,707) | |||||||||
Noncontrolling interests | (18,163) | (18,163) | ||||||||||
Common shares | (31,723) | (31,723) | (31,723) | |||||||||
Net (loss) income | (36,601) | (47,396) | (47,396) | 10,795 | ||||||||
Total other comprehensive income | 81 | 81 | 81 | |||||||||
Ending balances at Sep. 30, 2015 | $ 4,015,132 | $ 2,074 | $ 6 | $ 171 | $ 3,566,892 | $ (265,988) | $ (148) | $ 3,303,007 | $ 712,125 | |||
Ending balances (in shares) at Sep. 30, 2015 | 207,460,466 | 635,075 | 17,060,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Operating activities | ||
Net loss | $ (36,601) | $ (23,100) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 180,685 | 118,311 |
Noncash amortization of deferred financing costs | 5,769 | 919 |
Noncash share-based compensation | 2,343 | 1,895 |
Provision for bad debt | 5,005 | 4,429 |
Remeasurement of Series E units | (3,456) | 4,112 |
Remeasurement of preferred shares | 2,300 | 2,348 |
Equity in net income of unconsolidated ventures | 385 | 62 |
Other changes in operating assets and liabilities: | ||
Rent and other receivables | (13,071) | (3,927) |
Restricted cash for resident security deposits | (10,239) | (13,232) |
Prepaid expenses and other assets | (5,140) | 6,331 |
Deferred leasing costs | (7,733) | (5,096) |
Accounts payable and accrued expenses | 27,184 | 18,150 |
Resident security deposit liability | 10,239 | 13,232 |
Amounts payable to affiliates | (1,721) | 7,218 |
Net cash provided by operating activities | 155,949 | 131,652 |
Investing activities | ||
Cash paid for single-family properties | (552,944) | (914,059) |
Escrow deposits for purchase of single-family properties | (2,050) | (37,834) |
Increase in restricted cash related to lender requirements | (19,536) | (19,550) |
Cash and cash equivalents | 0 | 2,202 |
Beazer Rental Homes acquisition | 0 | (108,246) |
Investment in unconsolidated joint ventures | (10,003) | (13,932) |
Investments in mortgage financing receivables | (11,227) | (23,744) |
Initial renovations to single-family properties | (125,158) | (136,150) |
Other capital expenditures for single-family properties | (23,008) | (10,051) |
Net cash used for investing activities | (743,926) | (1,261,364) |
Financing activities | ||
Net proceeds from issuance of preferred shares | 0 | 189,433 |
Proceeds from exercise of stock options | 225 | 431 |
Proceeds from asset-backed securitizations | 1,030,559 | 968,594 |
Payments on asset-backed securitizations | (13,757) | (1,202) |
Proceeds from credit facility | 799,000 | 1,174,000 |
Payments on credit facility | (1,006,000) | (1,467,000) |
Payments on secured note | (664) | 0 |
Distributions to noncontrolling interests | (18,163) | (17,827) |
Distributions to common shareholders | (31,723) | (29,125) |
Distributions to preferred shareholders | (16,707) | (13,359) |
Deferred financing costs paid | (25,163) | (27,900) |
Net cash provided by financing activities | 717,607 | 1,084,662 |
Net (decrease) increase in cash and cash equivalents | 129,630 | (45,050) |
Cash and cash equivalents, beginning of period | 108,787 | 148,989 |
Cash and cash equivalents, end of period | 238,417 | 103,939 |
Supplemental cash flow information | ||
Cash payments for interest | (56,005) | (15,654) |
Supplemental schedule of noncash investing and financing activities | ||
Accounts payable and accrued expenses related to property acquisitions | 531 | (4,631) |
Amounts payable to affiliates related to property acquisitions | 0 | (1,883) |
Accrued distribution to Series C convertible units | 4,698 | 4,698 |
Repurchase of Class A common shares | 53,778 | 0 |
Acquisitions for equity | ||
Single-family properties | 0 | 144,834 |
Cash and cash equivalents | 0 | 2,202 |
Other net assets and liabilities | 0 | (4,886) |
Deferred costs and other intangibles | 0 | 2,655 |
Class A common shares | 0 | (82) |
Additional paid-in capital | 0 | (144,723) |
Class A Units | ||
Financing activities | ||
Net proceeds from issuance of Class A common shares | $ 0 | $ 308,617 |
Organization and Operations
Organization and Operations | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | Organization and Operations American Homes 4 Rent (the “Company,” “we,” “our” and “us”) is a Maryland real estate investment trust (“REIT”) formed on October 19, 2012. We are focused on acquiring, renovating, leasing and operating single-family homes as rental properties. As of September 30, 2015 , the Company held 38,377 single-family properties in 22 states, including 46 properties held for sale. From our formation through June 10, 2013, we were externally managed and advised by American Homes 4 Rent Advisor, LLC (the “Advisor”) and the leasing, managing and advertising of our properties was overseen and directed by American Homes 4 Rent Management Holdings, LLC (the “Property Manager”), both of which were subsidiaries of American Homes 4 Rent, LLC (“AH LLC”). On June 10, 2013, we acquired the Advisor and the Property Manager from AH LLC in exchange for 4,375,000 Series D units and 4,375,000 Series E units in American Homes 4 Rent, L.P. (the “Operating Partnership”) (the “Management Internalization”). Under the terms of the contribution agreement, all administrative, financial, property management, marketing and leasing personnel, including executive management, became fully dedicated to us. Since the date of the Management Internalization, the Company has consolidated the Advisor and the Property Manager and the results of these operations are reflected in the condensed consolidated financial statements. Prior to the Management Internalization, AH LLC exercised control over the Company through the contractual rights provided to the Advisor through an advisory management agreement. Accordingly, the contribution of certain properties by AH LLC to the Company prior to the Management Internalization have been deemed to be transactions between entities under common control, and as such, the accounts relating to the properties contributed have been recorded by us as if they had been acquired by us on the dates such properties were acquired by AH LLC. Accordingly, the condensed consolidated financial statements include AH LLC’s historical carrying values of the properties that had been acquired by AH LLC. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation The condensed consolidated financial statements are unaudited and include the accounts of the Company, the Operating Partnership and its consolidated subsidiaries. Intercompany accounts and transactions have been eliminated. The Company consolidates real estate partnerships and other entities that are not variable interest entities (“VIEs”) when it owns, directly or indirectly, a majority interest in the entity or is otherwise able to control the entity. The Company consolidates VIEs in accordance with Accounting Standards Codification (“ASC”) No. 810, Consolidation, if it is the primary beneficiary of the VIE as determined by its power to direct the VIE’s activities and the obligation to absorb its losses or the right to receive its benefits, which are potentially significant to the VIE. Entities for which the Company owns an interest, but does not consolidate, are accounted for under the equity method of accounting as an investment in unconsolidated subsidiary and are included in escrow deposits, prepaid expenses and other assets within the condensed consolidated balance sheets. 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 condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in conjunction with the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, the condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 . In the opinion of management, all adjustments of a normal and recurring nature necessary for a fair presentation of the condensed consolidated financial statements for the interim periods have been made. The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. There have been no changes to our significant accounting policies that have had a material impact on our condensed consolidated financial statements and related notes, compared to those policies disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 . Therefore, notes to the condensed consolidated financial statements that would substantially duplicate the disclosures contained in our most recent audited consolidated financial statements have been omitted. Recent Accounting Pronouncements In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts, rather than as an asset. The recognition and measurement guidance for debt issuance costs is not affected and amortization of such costs will continue to be reported as interest expense. In August 2015, the FASB issued ASU No. 2015-15, Interest-Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements , to clarify that debt issuance costs related to line-of-credit arrangements may be deferred and presented as an asset and subsequently amortized ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The guidance will be effective for the Company for annual reporting periods beginning after December 15, 2015, and for interim periods within those annual periods, with early adoption permitted and retrospective application required. The Company expects to adopt the guidance effective January 1, 2016, and the impact will be a reduction of deferred costs and other intangibles, net, as well as a corresponding reduction of the associated debt liability. In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. Among other changes, it modifies the criteria used in the variable interest model and eliminates the presumption that a general partner should consolidate a limited partnership in the voting model. The guidance will be effective for the Company for annual reporting periods beginning after December 15, 2015, and for interim periods within those annual periods, with early adoption permitted. The Company does not anticipate that the adoption of this guidance will have a material impact on its financial statements. In May 2014, the FASB issued ASU No. 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 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 after December 15, 2017, and for interim periods within those annual periods. At that time, the Company may adopt the full retrospective approach or the modified retrospective approach. Early adoption is not permitted. The Company is currently evaluating the method of adoption of this guidance and does not anticipate that the adoption of this guidance will have a material impact on its financial statements. |
Single-Family Properties
Single-Family Properties | 9 Months Ended |
Sep. 30, 2015 | |
Real Estate [Abstract] | |
Single-Family Properties | Single-Family Properties Single-family properties, net, consists of the following as of September 30, 2015 , and December 31, 2014 (dollars in thousands): September 30, 2015 Number of properties Net book value Leased single-family properties 35,617 $ 5,815,458 Single-family properties being renovated 810 127,734 Single-family properties being prepared for re-lease 283 45,756 Vacant single-family properties available for lease 1,621 272,044 Single-family properties held for sale 46 6,472 Total 38,377 $ 6,267,464 December 31, 2014 Number of properties Net book value Leased single-family properties 28,250 $ 4,631,797 Single-family properties being renovated 2,886 476,120 Single-family properties being prepared for re-lease 630 104,974 Vacant single-family properties available for lease 2,807 493,962 Single-family properties held for sale 26 3,818 Total 34,599 $ 5,710,671 Single-family properties, net at September 30, 2015 , and December 31, 2014 , included $34.0 million and $114.6 million , respectively, related to properties for which the recorded grant deed has not been received. For these properties, the trustee or seller has warranted that all legal rights of ownership have been transferred to us on the date of the sale, but there is a delay for the deeds to be recorded. Depreciation expense related to single-family properties was $63.9 million and $40.8 million for the three months ended September 30, 2015 and 2014 , respectively, and $165.8 million and $106.6 million for the nine months ended September 30, 2015 and 2014 , respectively. |
Rent and Other Receivables
Rent and Other Receivables | 9 Months Ended |
Sep. 30, 2015 | |
Receivables [Abstract] | |
Rent and Other Receivables | Rent and Other Receivables Included in rent and other receivables, net is an allowance for doubtful accounts of $2.8 million and $0.5 million as of September 30, 2015 , and December 31, 2014 , respectively. Also included in rent and other receivables, net, are receivables related to payments made on single-family properties for which sales have been rescinded or unwound due to legal issues beyond our control, which totaled zero and $1.1 million as of September 30, 2015 , and December 31, 2014 , respectively, and other non-tenant receivables, which totaled $2.7 million and $2.4 million as of September 30, 2015 , and December 31, 2014 , respectively. |
Deferred Costs and Other Intang
Deferred Costs and Other Intangibles | 9 Months Ended |
Sep. 30, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deferred Costs and Other Intangibles | Deferred Costs and Other Intangibles Deferred costs and other intangibles, net, consists of the following as of September 30, 2015 , and December 31, 2014 (in thousands): September 30, 2015 December 31, 2014 Deferred leasing costs $ 14,893 $ 18,307 Deferred financing costs 78,176 53,013 Intangible assets: In-place lease values 2,231 10,468 Trademark 3,100 3,100 Database 2,100 2,100 100,500 86,988 Less: accumulated amortization (29,830 ) (32,406 ) Total $ 70,670 $ 54,582 Amortization expense related to deferred leasing costs, the value of in-place leases, trademark and database was $2.8 million and $4.0 million for the three months ended September 30, 2015 and 2014 , respectively, and $10.0 million and $11.7 million for the nine months ended September 30, 2015 and 2014 , respectively, which has been included in depreciation and amortization within the condensed consolidated statements of operations. Amortization of deferred financing costs was $2.4 million and $1.4 million for the three months ended September 30, 2015 and 2014 , respectively, and $6.8 million and $2.9 million for the nine months ended September 30, 2015 and 2014 , respectively, which has been included in gross interest, prior to interest capitalization (see Note 6 ). The following table sets forth the estimated annual amortization expense related to deferred costs and other intangibles, net as of September 30, 2015 , for future periods (in thousands): Year Deferred Deferred Value of Trademark Database Remaining 2015 $ 2,016 $ 2,678 $ 38 $ 165 $ 75 2016 2,497 10,591 42 660 300 2017 — 9,025 — 752 300 2018 — 8,527 — — 300 2019 — 6,374 — — 300 Thereafter — 25,898 — — 132 Total $ 4,513 $ 63,093 $ 80 $ 1,577 $ 1,407 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table presents the Company’s debt as of September 30, 2015 , and December 31, 2014 (in thousands): Outstanding Principal Balance Interest Rate (1) Maturity Date September 30, 2015 December 31, 2014 2014-SFR1 securitization (2) 1.79 % June 9, 2019 $ 474,958 $ 478,565 2014-SFR2 securitization 4.42 % October 9, 2024 508,587 512,435 2014-SFR3 securitization 4.40 % December 9, 2024 524,429 528,390 2015-SFR1 securitization (3) 4.14 % April 9, 2045 550,502 — 2015-SFR2 securitization (4) 4.36 % October 9, 2045 477,716 — Total asset-backed securitizations 2,536,192 1,519,390 Secured note payable 4.06 % July 1, 2019 50,980 51,644 Credit facility (5) 2.96 % September 30, 2018 — 207,000 Total debt (6) $ 2,587,172 $ 1,778,034 (1) Interest rates are as of September 30, 2015 . Unless otherwise stated, interest rates are fixed percentages. (2) The 2014-SFR1 securitization bears interest at a duration-weighted blended interest rate of LIBOR plus 1.54% , subject to a LIBOR floor of 0.25% . The maturity date of June 9, 2019, reflects the fully extended maturity date based on an initial two -year loan term and three , 12 -month extension options, at the Company’s election, provided there is no event of default and compliance with certain other terms. (3) The 2015-SFR1 securitization has a maturity date of April 9, 2045, with an anticipated repayment date of April 9, 2025. (4) The 2015-SFR2 securitization has a maturity date of October 9, 2045, with an anticipated repayment date of October 9, 2025. (5) The credit facility provides for a borrowing capacity of up to $800.0 million through March 2016 and bears interest at LIBOR plus 2.75% ( 3.125% beginning in March 2017). Any outstanding borrowings upon expiration of the credit facility period in March 2016 will become due in September 2018. (6) The Company was in compliance with all debt covenants associated with its asset-backed securitizations and credit facility as of September 30, 2015. Asset-Backed Securitizations March 2015 Securitization In March 2015, we completed a private securitization transaction (the “2015-SFR1 securitization”), in which a newly-formed special purpose entity (the “Borrower”) entered into a loan with a third-party lender for $552.8 million represented by a promissory note. The Borrower under the loan is wholly owned by another special purpose entity (the “Equity Owner”) and the Equity Owner is wholly owned by the Operating Partnership. The loan is a fixed-rate loan with a 30 year term, maturity date of April 9, 2045, and a duration-adjusted weighted-average interest rate of 4.14% . The loan requires monthly payments of interest together with principal payments representing one-twelfth of one percent of the original principal amount. The loan has an anticipated repayment date of April 9, 2025. In the event the loan is not repaid on April 9, 2025, the interest rate on each component is increased to a rate per annum equal to the sum of 3% plus the greater of: (a) the initial interest rate and (b) a rate equal to the sum of (i) the bid side yield to maturity for the “on the run” United States Treasury note with a 10 year maturity plus the mid-market 10 year swap spread, plus (ii) the component rate spread for each component. The note was immediately transferred by the third-party lender to a subsidiary of the Company and then to a REMIC trust in exchange for eight classes of single-family rental pass-through certificates representing all the beneficial ownership interests in the loan and the trust. Upon receipt of the certificates, a subsidiary of the Company sold the certificates to investors for gross proceeds of $552.8 million , before issuance costs of $13.3 million . Proceeds from this transaction were used to pay down the outstanding balance on the credit facility and for general corporate purposes. The principal amount of each class of certificates corresponds to the corresponding principal amount of the loan components with an additional class to hold the residual REMIC interest. The loan is secured by first priority mortgages on a pool of 4,661 single-family residential properties transferred to the Borrower from the Company’s portfolio of properties. The Borrower’s homes were substantially similar to the other properties owned by the Company and were leased to tenants underwritten on substantially the same basis as the tenants in the Company’s other properties. During the duration of the loan, the Borrower’s properties may not generally be transferred, sold or otherwise securitized, the Company can substitute properties only if a property owned by the Borrower becomes a disqualified property under the terms of the loan, and the Borrower is limited in its ability to incur any additional indebtedness. The loan is also secured by a security interest in all of the Borrower’s personal property and a pledge of all of the assets of the Equity Owner, including a security interest in its membership interest in the Borrower. The Company provides a limited guaranty (i) for certain losses arising out of designated acts of intentional misconduct and (ii) for the principal amount of the loan and all other obligations under the loan agreement in the event of insolvency or bankruptcy proceedings. The loan agreement provides that the Borrower maintain covenants typical for securitization transactions including maintaining certain reserve accounts and a debt service coverage ratio of at least 1.20 to 1.00. The loan agreement defines the debt service coverage ratio as of any determination date as a ratio in which the numerator is the net cash flow divided by the aggregate debt service for the 12 month period following the date of determination. As of September 30, 2015 , the Company was in compliance with all covenants under the loan agreement. The Company has accounted for the transfer of the note from its subsidiary to the trust as a sale under ASC 860, Transfers and Servicing , with no resulting gain or loss as the note was both originated by the third party lender and immediately transferred at the same fair market value. The Company has also evaluated and not identified any variable interests in the trust. Accordingly, the Company continues to consolidate, at historical cost basis, the 4,661 homes placed as collateral for the note. The principal balance outstanding on the note was $550.5 million as of September 30, 2015 , and was included in asset-backed securitizations within the condensed consolidated balance sheets. The 4,661 collateral homes had a net book value of $741.5 million as of September 30, 2015 . September 2015 Securitization In September 2015, we completed a private securitization transaction (the “2015-SFR2 securitization”), which was structured substantially similar to the 2015-SFR1 securitization. The principal differences from the 2015-SFR1 securitization are: (1) the loan is a fixed-rate loan for $477.7 million with a 30 year term, maturity date of October 9, 2045, and a duration-adjusted weighted-average interest rate of 4.36% , (2) the loan is secured by first priority mortgages on a portfolio of 4,125 single-family residential properties owned by the borrower, a subsidiary of the Company, and (3) the loan has an anticipated repayment date of October 9, 2025. In the event the loan is not repaid on October 9, 2025, the interest rate on each component is increased to a rate per annum equal to the sum of 3% plus the greater of: (a) the initial interest rate and (b) a rate equal to the sum of (i) the bid side yield to maturity for the “on the run” United States Treasury note with a 10 year maturity plus the mid-market 10 year swap spread, plus (ii) the component rate spread for each component. Gross proceeds to the Company from the 2015-SFR2 securitization were $477.7 million , before issuance costs of $11.3 million . Proceeds from this transaction were used to pay down the outstanding balance on the credit facility and for general corporate purposes. The loan agreement provides that the Borrower maintain covenants typical for securitization transactions including maintaining certain reserve accounts and a debt service coverage ratio of at least 1.20 to 1.00. The loan agreement defines the debt service coverage ratio as of any determination date as a ratio in which the numerator is the net cash flow divided by the aggregate debt service for the 12 month period following the date of determination. As of September 30, 2015 , the Company was in compliance with all covenants under the loan agreement. The Company consolidates, at historical cost basis, the 4,125 homes placed as collateral for the note. The principal balance outstanding on the note was $477.7 million as of September 30, 2015 , and was included in asset-backed securitizations within the condensed consolidated balance sheets. The 4,125 collateral homes had a net book value of $686.8 million as of September 30, 2015 . Credit Facility In March 2013, the Company entered into a $500.0 million senior secured revolving credit facility with a financial institution, which was subsequently amended in September 2013 to, among other things, expand our borrowing capacity to $800.0 million and extend the repayment period to September 30, 2018. Borrowings under the credit facility are available through March 7, 2016, at which point, any outstanding borrowings will convert to a term loan through September 30, 2018. All borrowings under the credit facility bear interest at 30 day LIBOR plus 2.75% until March 2017, and thereafter at 30 day LIBOR plus 3.125% . The credit facility is secured by our Operating Partnership’s membership interests in entities that own certain of our single-family properties and requires that we maintain certain financial covenants. As of September 30, 2015 , the Company was in compliance with all loan covenants. The Company did not have any borrowings outstanding under the credit facility as of September 30, 2015 , compared to $207.0 million in total outstanding borrowings under the credit facility at December 31, 2014 . Interest Expense The following table outlines our total gross interest, including unused commitment and other fees and amortization of deferred financing costs, and capitalized interest for the three and nine months ended September 30, 2015 and 2014 (in thousands): Three Months Ended Nine Months Ended September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 Gross interest $ 25,029 $ 8,500 $ 69,181 $ 19,228 Capitalized interest (1,163 ) (3,388 ) (7,642 ) (8,726 ) Interest expense $ 23,866 $ 5,112 $ 61,539 $ 10,502 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 9 Months Ended |
Sep. 30, 2015 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses The following table summarizes accounts payable and accrued expenses as of September 30, 2015 , and December 31, 2014 (in thousands): September 30, 2015 December 31, 2014 Accounts payable $ 396 $ 4,925 Accrued property taxes 74,975 49,018 Other accrued liabilities 89,175 28,972 Accrued construction and maintenance liabilities 16,989 23,914 Resident security deposits 53,116 42,877 Total $ 234,651 $ 149,706 |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity Participating Preferred Shares As of September 30, 2015 , the initial liquidation preference on the Company’s participating preferred shares, as adjusted by an amount equal to 50% of the cumulative change in value of an index based on the purchase prices of single-family properties located in our top 20 markets, for all of the Company’s outstanding 5.0% Series A participating preferred shares, 5.0% Series B participating preferred shares and 5.5% Series C participating preferred shares was $453.6 million . Distributions Our board of trustees declared distributions that totaled $0.05 per share on our Class A and Class B common shares during the quarters ended September 30, 2015 and 2014 . Distributions declared on our 5.0% Series A participating preferred shares, 5.0% Series B participating preferred shares and 5.5% Series C participating preferred shares during the quarters ended September 30, 2015 and 2014 , totaled $0.3125 per share, $0.3125 per share and $0.34375 per share, respectively. Our board of trustees declared distributions that totaled $0.15113 per share on our Series C convertible units during the quarters ended September 30, 2015 and 2014 . Noncontrolling Interest Noncontrolling interest as reflected in the Company’s condensed consolidated balance sheets primarily consists of the interest held by AH LLC in units in the Company’s Operating Partnership. AH LLC owned 14,440,670 , or approximately 6.5% and 6.4% , of the total 222,536,211 and 225,914,576 Class A units in the Operating Partnership as of September 30, 2015 , and December 31, 2014 , respectively. Additionally, AH LLC owned all 31,085,974 Series C convertible units and all 4,375,000 Series D convertible units in the Operating Partnership as of September 30, 2015 , and December 31, 2014 . Also included in noncontrolling interest are outside ownership interests in certain consolidated subsidiaries of the Company. Noncontrolling interest as reflected in the Company’s condensed consolidated statements of operations for the three and nine months ended September 30, 2015 , of $3.1 million and $10.8 million , respectively, primarily consisted of $4.7 million and $14.1 million , respectively, of preferred income allocated to Series C convertible units, $1.6 million and $3.2 million , respectively, of net loss allocated to Class A units and $0.01 million and $0.06 million , respectively, of net loss allocated to noncontrolling interests in certain of the Company’s consolidated subsidiaries. Noncontrolling interest for the three and nine months ended September 30, 2014 , of $3.4 million and $11.2 million , respectively, primarily consisted of $4.7 million and $13.9 million , respectively, of preferred income allocated to Series C convertible units, $1.1 million and $2.5 million , respectively, of net loss allocated to Class A units, and $0.2 million of net loss, allocated to noncontrolling interests in certain of the Company’s consolidated subsidiaries. 2012 Equity Incentive Plan During the nine months ended September 30, 2015 and 2014 , the Company granted stock options for 588,500 and 1,220,000 Class A common shares, respectively, and 44,000 and 92,000 restricted stock units, respectively, to certain employees of the Company under the 2012 Equity Incentive Plan (the “Plan”). The options and restricted stock units granted during the nine months ended September 30, 2015 and 2014 , vest over four years and expire 10 years from the date of grant. The following table summarizes stock option activity under the Plan for the nine months ended September 30, 2015 and 2014 : Shares Weighted- Weighted- Aggregate Options outstanding at January 1, 2014 1,190,000 $ 15.48 9.3 $ 862 Granted 1,220,000 16.74 Exercised (28,750 ) 15.00 74 Forfeited (216,250 ) 15.70 Options outstanding at September 30, 2014 2,165,000 $ 16.17 9.3 $ 3,438 Options exercisable at September 30, 2014 131,250 $ 15.00 8.4 $ 362 Options outstanding at January 1, 2015 2,165,000 $ 16.17 8.8 $ 1,890 Granted 588,500 16.49 Exercised (15,000 ) 15.00 19 Forfeited (178,500 ) 16.57 Options outstanding at September 30, 2015 2,560,000 $ 16.23 8.3 $ 557 Options exercisable at September 30, 2015 636,250 $ 15.94 7.7 $ 273 (1) Intrinsic value for activities other than exercises is defined as the difference between the grant price and the market value on the last trading day of the period for those stock options where the market value is greater than the exercise price. For exercises, intrinsic value is defined as the difference between the grant price and the market value on the date of exercise. The following table summarizes the Black-Scholes Option Pricing Model inputs used for valuation of the stock options for Class A common shares issued during the nine months ended September 30, 2015 and 2014 : 2015 2014 Weighted-average fair value $ 4.57 $ 4.89 Expected term (years) 7.0 7.0 Dividend yield 3.0 % 3.0 % Volatility 35.9 % 37.3 % Risk-free interest rate 1.9 % 2.2 % The following table summarizes the activity that relates to the Company’s restricted stock units under the Plan for the nine months ended September 30, 2015 and 2014 : 2015 2014 Restricted stock units at beginning of period 85,000 — Units awarded 44,000 92,000 Units vested (22,000 ) — Units forfeited (9,700 ) (2,000 ) Restricted stock units at end of the period 97,300 90,000 Total non-cash share-based compensation expense related to stock options and restricted stock units was $0.9 million and $0.8 million for the three months ended September 30, 2015 and 2014 , respectively, and $2.3 million and $1.9 million for the nine months ended September 30, 2015 and 2014 , respectively. Share Repurchase Program On September 21, 2015 , the Company announced that our Board of Trustees approved a share repurchase program authorizing us to repurchase up to $300.0 million of our outstanding Class A common shares from time to time in the open market or in privately negotiated transactions. The program does not have an expiration date, but may be suspended or discontinued at any time without notice. All repurchased shares are constructively retired and returned to an authorized and unissued status. In addition, the excess of the purchase price over the par value of shares repurchased is recorded as a reduction to additional paid-in capital. During the nine months ended September 30, 2015 , we repurchased 3.4 million of our Class A common shares in accordance with the program at a weighted-average price of $15.76 per share and a total price of $53.7 million , which was included in accounts payable and accrued expenses in the condensed consolidated balance sheets. As of September 30, 2015 , we had a remaining repurchase authorization of $246.3 million under the program. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions As of September 30, 2015 , and December 31, 2014 , AH LLC owned approximately 3.3% of our outstanding Class A common shares. On a fully-diluted basis, AH LLC held (including consideration of 635,075 Class B common shares as of September 30, 2015 , and December 31, 2014 , 14,440,670 Class A common units as of September 30, 2015 , and December 31, 2014 , 31,085,974 Series C convertible units as of September 30, 2015 , and December 31, 2014 , 4,375,000 Series D units as of September 30, 2015 , and December 31, 2014 , and 4,375,000 Series E units as of September 30, 2015 , and December 31, 2014 ) an approximate 22.1% and 21.8% interest at September 30, 2015 , and December 31, 2014 , respectively. As of September 30, 2015 , the Company had a net receivable of $6.1 million due from affiliates related to expense reimbursements, partially offset by declared and unpaid distributions on the Series C convertible units, compared to a net receivable of $4.0 million due from affiliates as of December 31, 2014 , which consisted of receivables due from AH LLC related to working capital settlement items, partially offset by declared and unpaid distributions on the Series C convertible units. These amounts were included in escrow deposits, prepaid expenses and other assets within the condensed consolidated balance sheets. Agreement on Investment Opportunities In November 2012, the Company entered into an Agreement on Investment Opportunities with AH LLC under which we paid an acquisition and renovation fee equal to 5% of all costs and expenses we incur in connection with the initial acquisition, repair and renovation of single-family properties (net of any broker fees received by the Property Manager) for its services in identifying, evaluating, acquiring and overseeing the renovation of the properties we purchase. In connection with the Management Internalization on June 10, 2013, we entered into an Amended and Restated Agreement on Investment Opportunities. Under the terms of the Amended and Restated Agreement on Investment Opportunities, on December 10, 2014, AH LLC ceased providing acquisition and renovation services for us, we stopped paying AH LLC an acquisition and renovation fee, we hired all of AH LLC’s acquisition and renovation personnel necessary for our operations and AH LLC ceased paying the Company a monthly fee of $0.1 million for the maintenance and use of certain intellectual property transferred to us in the Management Internalization. During the three and nine months ended September 30, 2014 , we incurred $31.8 million and $58.6 million in aggregate acquisition and renovation fees to AH LLC prior to the termination of the Amended and Restated Agreement on Investment Opportunities, of which $19.0 million and $44.6 million was capitalized related to asset acquisitions and included in the cost of the single-family properties and $12.8 million and $14.0 million was expensed related to property acquisitions with in-place leases and to the acquisition of Beazer Pre-Owned Rental Homes, Inc. ("Beazer Rental Homes"), respectively. Employee Administration Agreement In connection with the Management Internalization on June 10, 2013, we entered into an employee administration agreement with Malibu Management, Inc. (“MMI”), an affiliate of AH LLC, to obtain the exclusive services of personnel of the Advisor and the Property Manager, who were previously employees of MMI under the direction of AH LLC. Under the terms of the agreement, we obtained the exclusive service of the employees dedicated to us for all management and other personnel dedicated to our business and were able to direct MMI to implement employment decisions with respect to the employees dedicated to us. We were required to reimburse MMI for all compensation and benefits and costs associated with the employees dedicated to us. We did not pay any fee or any other form of compensation to MMI. The agreement with MMI terminated on December 31, 2014. Effective January 1, 2015, all employees previously employed by MMI and performing services on our behalf became our employees. Total compensation and benefit costs paid by MMI and passed through to us under the agreement during the three and nine months ended September 30, 2014 , were $11.2 million and $30.3 million , respectively. |
Earnings per Share
Earnings per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share The following table reflects the computation of net loss per share on a basic and diluted basis for the three and nine months ended September 30, 2015 and 2014 (in thousands, except share data): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2015 2014 2015 2014 Income / (loss) (numerator): Net loss $ (19,938 ) $ (12,796 ) $ (36,601 ) $ (23,100 ) Noncontrolling interest 3,109 3,382 10,795 11,214 Dividends on preferred shares 5,569 5,569 16,707 13,359 Net loss attributable to common shareholders $ (28,616 ) $ (21,747 ) $ (64,103 ) $ (47,673 ) Weighted-average shares (denominator) 211,414,368 202,547,677 211,460,840 191,251,638 Net loss per share—basic and diluted $ (0.14 ) $ (0.11 ) $ (0.30 ) $ (0.25 ) Total weighted-average shares for the three and nine months ended September 30, 2015 , excludes an aggregate of 73,993,944 , and for the three and nine months ended September 30, 2014 , excludes an aggregate of 72,938,266 , of shares or units in our Operating Partnership, Series A, B and C preferred shares, common shares issuable upon exercise of stock options, and restricted stock units because they were antidilutive. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies In connection with the renovation of single-family properties after they are purchased, the Company enters into contracts for the necessary improvements. The Company had no outstanding commitments in connection with these contracts that were not accrued for as of September 30, 2015 , compared to aggregate outstanding commitments of $4.1 million as of December 31, 2014 , in connection with these contracts. As of September 30, 2015 , and December 31, 2014 , we had commitments to acquire 112 and 703 single-family properties, respectively, with an aggregate purchase price of $16.2 million and $110.9 million , respectively. We are involved in various legal and administrative proceedings that are incidental to our business. We believe these matters will not have a materially adverse effect on our financial position. |
Fair Value
Fair Value | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value The carrying amount of rents and other receivables, restricted cash, escrow deposits, prepaid expenses and other assets, and accounts payable and accrued expenses approximate fair value because of the short maturity of these amounts. The Company’s interest rate cap agreement, contingently convertible Series E units liability and preferred shares derivative liability are the only financial instruments recorded at fair value on a recurring basis in the condensed consolidated financial statements. As our securitization transactions were recently entered into, management believes that the carrying values of the securitization transactions reasonably approximate their fair values as of September 30, 2015 , which have been estimated by discounting future cash flows at market rates (Level 2). These market rates have been estimated based on recent market activity, including our own securitization transactions. Inputs to the model used to value the contingently convertible Series E units liability include a risk-free rate corresponding to the assumed timing of the conversion date and a volatility input based on the historical volatilities of selected peer group companies. The starting point for the simulation is the most recent trading price in the Company’s Class A common shares, into which the Series E units are ultimately convertible. The timing of such conversion is based on the provisions of the contribution agreement and the Company’s best estimate of the events that trigger such conversions. Valuation of the preferred shares derivative liability considers scenarios in which the preferred shares would be redeemed or converted into Class A common shares by the Company and the subsequent payoffs under those scenarios. The valuation also considers certain variables such as the risk-free rate matching the assumed timing of either redemption or conversion, volatility of the underlying home price appreciation index, dividend payments, conversion rates, the assumed timing of either redemption or conversion and an assumed drift factor in home price appreciation across certain metropolitan statistical areas, or MSAs, as outlined in the agreement. The fair value of our interest rate cap agreement is determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the interest rate cap. The variable interest rates used in the calculation of projected receipts on the cap are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. To comply with the provisions of ASC 820, Fair Value Measurements and Disclosures , the Company incorporates credit valuation adjustments to appropriately reflect the respective counterparty’s nonperformance risk in the fair value measurements. The following tables set forth the fair value of our interest rate cap agreement, the contingently convertible Series E units liability and preferred shares derivative liability as of September 30, 2015 , and December 31, 2014 (in thousands): September 30, 2015 Description Quoted Prices Significant Significant Total Assets: Interest rate cap agreement $ — $ — $ — $ — Liabilities: Contingently convertible Series E units liability $ — $ — $ 68,601 $ 68,601 Preferred shares derivative liability $ — $ — $ 60,260 $ 60,260 December 31, 2014 Description Quoted Prices Significant Significant Total Assets: Interest rate cap agreement $ — $ 14 $ — $ 14 Liabilities: Contingently convertible Series E units liability $ — $ — $ 72,057 $ 72,057 Preferred shares derivative liability $ — $ — $ 57,960 $ 57,960 The following table presents changes in the fair values of our Level 3 financial instruments, consisting of our contingently convertible series E units liability and preferred shares derivative liability, which are measured on a recurring basis with changes in fair value recognized in remeasurement of Series E units and remeasurement of preferred shares, respectively, in the condensed consolidated statements of operations for the nine months ended September 30, 2015 and 2014 (in thousands): Description January 1, 2015 Issuances Remeasurement September 30, 2015 Liabilities: Contingently convertible Series E units liability $ 72,057 $ — $ (3,456 ) $ 68,601 Preferred shares derivative liability $ 57,960 $ — $ 2,300 $ 60,260 Description January 1, 2014 Issuances Remeasurement September 30, 2014 Liabilities: Contingently convertible Series E units liability $ 66,938 $ — $ 4,112 $ 71,050 Preferred shares derivative liability $ 28,150 $ 26,922 $ 2,348 $ 57,420 Changes in inputs or assumptions used to value the contingently convertible Series E units liability and preferred shares derivative liability may have a material impact on the resulting valuation. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Subsequent Acquisitions From October 1, 2015, through October 31, 2015, we acquired 188 properties with an aggregate purchase price of approximately $26.3 million . We expect that our level of acquisition activity will fluctuate based on the number of suitable investments and on the level of funds available for investment. On October 31, 2015, the Company acquired the remaining 67% outside ownership interest in two of its consolidated joint ventures, RJ American Homes 4 Rent One, LLC and RJ American Homes 4 Rent Two, LLC, which own a total of 377 single-family properties, for a purchase price of $44.4 million . Declaration of Dividends On November 5, 2015, our board of trustees declared quarterly dividends of $0.05 per Class A common share payable on December 31, 2015, to shareholders of record on December 15, 2015, and $0.05 per Class B common share payable on December 31, 2015, to shareholders of record on December 15, 2015. Additionally, our board of trustees also declared quarterly dividends of $0.3125 per share on the Company’s 5.0% Series A participating preferred shares payable on December 31, 2015, to shareholders of record on December 15, 2015, $0.3125 per share on the Company’s 5.0% Series B participating preferred shares payable on December 31, 2015, to shareholders of record on December 15, 2015, and $0.34375 per share on the Company’s 5.5% Series C participating preferred shares payable on December 31, 2015, to shareholders of record on December 15, 2015. |
Significant Accounting Polici21
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements are unaudited and include the accounts of the Company, the Operating Partnership and its consolidated subsidiaries. Intercompany accounts and transactions have been eliminated. The Company consolidates real estate partnerships and other entities that are not variable interest entities (“VIEs”) when it owns, directly or indirectly, a majority interest in the entity or is otherwise able to control the entity. The Company consolidates VIEs in accordance with Accounting Standards Codification (“ASC”) No. 810, Consolidation, if it is the primary beneficiary of the VIE as determined by its power to direct the VIE’s activities and the obligation to absorb its losses or the right to receive its benefits, which are potentially significant to the VIE. Entities for which the Company owns an interest, but does not consolidate, are accounted for under the equity method of accounting as an investment in unconsolidated subsidiary and are included in escrow deposits, prepaid expenses and other assets within the condensed consolidated balance sheets. 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 condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in conjunction with the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, the condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 . In the opinion of management, all adjustments of a normal and recurring nature necessary for a fair presentation of the condensed consolidated financial statements for the interim periods have been made. The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. There have been no changes to our significant accounting policies that have had a material impact on our condensed consolidated financial statements and related notes, compared to those policies disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 . Therefore, notes to the condensed consolidated financial statements that would substantially duplicate the disclosures contained in our most recent audited consolidated financial statements have been omitted. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts, rather than as an asset. The recognition and measurement guidance for debt issuance costs is not affected and amortization of such costs will continue to be reported as interest expense. In August 2015, the FASB issued ASU No. 2015-15, Interest-Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements , to clarify that debt issuance costs related to line-of-credit arrangements may be deferred and presented as an asset and subsequently amortized ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The guidance will be effective for the Company for annual reporting periods beginning after December 15, 2015, and for interim periods within those annual periods, with early adoption permitted and retrospective application required. The Company expects to adopt the guidance effective January 1, 2016, and the impact will be a reduction of deferred costs and other intangibles, net, as well as a corresponding reduction of the associated debt liability. In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. Among other changes, it modifies the criteria used in the variable interest model and eliminates the presumption that a general partner should consolidate a limited partnership in the voting model. The guidance will be effective for the Company for annual reporting periods beginning after December 15, 2015, and for interim periods within those annual periods, with early adoption permitted. The Company does not anticipate that the adoption of this guidance will have a material impact on its financial statements. In May 2014, the FASB issued ASU No. 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 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 after December 15, 2017, and for interim periods within those annual periods. At that time, the Company may adopt the full retrospective approach or the modified retrospective approach. Early adoption is not permitted. The Company is currently evaluating the method of adoption of this guidance and does not anticipate that the adoption of this guidance will have a material impact on its financial statements. |
Single-Family Properties (Table
Single-Family Properties (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Real Estate [Abstract] | |
Single-Family Properties, Net | Single-family properties, net, consists of the following as of September 30, 2015 , and December 31, 2014 (dollars in thousands): September 30, 2015 Number of properties Net book value Leased single-family properties 35,617 $ 5,815,458 Single-family properties being renovated 810 127,734 Single-family properties being prepared for re-lease 283 45,756 Vacant single-family properties available for lease 1,621 272,044 Single-family properties held for sale 46 6,472 Total 38,377 $ 6,267,464 December 31, 2014 Number of properties Net book value Leased single-family properties 28,250 $ 4,631,797 Single-family properties being renovated 2,886 476,120 Single-family properties being prepared for re-lease 630 104,974 Vacant single-family properties available for lease 2,807 493,962 Single-family properties held for sale 26 3,818 Total 34,599 $ 5,710,671 |
Deferred Costs and Other Inta23
Deferred Costs and Other Intangibles (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deferred Costs and Other Intangibles | Deferred costs and other intangibles, net, consists of the following as of September 30, 2015 , and December 31, 2014 (in thousands): September 30, 2015 December 31, 2014 Deferred leasing costs $ 14,893 $ 18,307 Deferred financing costs 78,176 53,013 Intangible assets: In-place lease values 2,231 10,468 Trademark 3,100 3,100 Database 2,100 2,100 100,500 86,988 Less: accumulated amortization (29,830 ) (32,406 ) Total $ 70,670 $ 54,582 |
Amortization Expense Related to Deferred Costs and Other Intangibles | The following table sets forth the estimated annual amortization expense related to deferred costs and other intangibles, net as of September 30, 2015 , for future periods (in thousands): Year Deferred Deferred Value of Trademark Database Remaining 2015 $ 2,016 $ 2,678 $ 38 $ 165 $ 75 2016 2,497 10,591 42 660 300 2017 — 9,025 — 752 300 2018 — 8,527 — — 300 2019 — 6,374 — — 300 Thereafter — 25,898 — — 132 Total $ 4,513 $ 63,093 $ 80 $ 1,577 $ 1,407 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table presents the Company’s debt as of September 30, 2015 , and December 31, 2014 (in thousands): Outstanding Principal Balance Interest Rate (1) Maturity Date September 30, 2015 December 31, 2014 2014-SFR1 securitization (2) 1.79 % June 9, 2019 $ 474,958 $ 478,565 2014-SFR2 securitization 4.42 % October 9, 2024 508,587 512,435 2014-SFR3 securitization 4.40 % December 9, 2024 524,429 528,390 2015-SFR1 securitization (3) 4.14 % April 9, 2045 550,502 — 2015-SFR2 securitization (4) 4.36 % October 9, 2045 477,716 — Total asset-backed securitizations 2,536,192 1,519,390 Secured note payable 4.06 % July 1, 2019 50,980 51,644 Credit facility (5) 2.96 % September 30, 2018 — 207,000 Total debt (6) $ 2,587,172 $ 1,778,034 (1) Interest rates are as of September 30, 2015 . Unless otherwise stated, interest rates are fixed percentages. (2) The 2014-SFR1 securitization bears interest at a duration-weighted blended interest rate of LIBOR plus 1.54% , subject to a LIBOR floor of 0.25% . The maturity date of June 9, 2019, reflects the fully extended maturity date based on an initial two -year loan term and three , 12 -month extension options, at the Company’s election, provided there is no event of default and compliance with certain other terms. (3) The 2015-SFR1 securitization has a maturity date of April 9, 2045, with an anticipated repayment date of April 9, 2025. (4) The 2015-SFR2 securitization has a maturity date of October 9, 2045, with an anticipated repayment date of October 9, 2025. (5) The credit facility provides for a borrowing capacity of up to $800.0 million through March 2016 and bears interest at LIBOR plus 2.75% ( 3.125% beginning in March 2017). Any outstanding borrowings upon expiration of the credit facility period in March 2016 will become due in September 2018. (6) The Company was in compliance with all debt covenants associated with its asset-backed securitizations and credit facility as of September 30, 2015. |
Summary of Activity that Relates to Capitalized Interest | The following table outlines our total gross interest, including unused commitment and other fees and amortization of deferred financing costs, and capitalized interest for the three and nine months ended September 30, 2015 and 2014 (in thousands): Three Months Ended Nine Months Ended September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 Gross interest $ 25,029 $ 8,500 $ 69,181 $ 19,228 Capitalized interest (1,163 ) (3,388 ) (7,642 ) (8,726 ) Interest expense $ 23,866 $ 5,112 $ 61,539 $ 10,502 |
Accounts Payable and Accrued 25
Accounts Payable and Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | The following table summarizes accounts payable and accrued expenses as of September 30, 2015 , and December 31, 2014 (in thousands): September 30, 2015 December 31, 2014 Accounts payable $ 396 $ 4,925 Accrued property taxes 74,975 49,018 Other accrued liabilities 89,175 28,972 Accrued construction and maintenance liabilities 16,989 23,914 Resident security deposits 53,116 42,877 Total $ 234,651 $ 149,706 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Summary of Stock Option Activity under Plan | The following table summarizes stock option activity under the Plan for the nine months ended September 30, 2015 and 2014 : Shares Weighted- Weighted- Aggregate Options outstanding at January 1, 2014 1,190,000 $ 15.48 9.3 $ 862 Granted 1,220,000 16.74 Exercised (28,750 ) 15.00 74 Forfeited (216,250 ) 15.70 Options outstanding at September 30, 2014 2,165,000 $ 16.17 9.3 $ 3,438 Options exercisable at September 30, 2014 131,250 $ 15.00 8.4 $ 362 Options outstanding at January 1, 2015 2,165,000 $ 16.17 8.8 $ 1,890 Granted 588,500 16.49 Exercised (15,000 ) 15.00 19 Forfeited (178,500 ) 16.57 Options outstanding at September 30, 2015 2,560,000 $ 16.23 8.3 $ 557 Options exercisable at September 30, 2015 636,250 $ 15.94 7.7 $ 273 (1) Intrinsic value for activities other than exercises is defined as the difference between the grant price and the market value on the last trading day of the period for those stock options where the market value is greater than the exercise price. For exercises, intrinsic value is defined as the difference between the grant price and the market value on the date of exercise. |
Summary of Black-Scholes Option Pricing Model Inputs used for Valuation of Stock Options Outstanding | The following table summarizes the Black-Scholes Option Pricing Model inputs used for valuation of the stock options for Class A common shares issued during the nine months ended September 30, 2015 and 2014 : 2015 2014 Weighted-average fair value $ 4.57 $ 4.89 Expected term (years) 7.0 7.0 Dividend yield 3.0 % 3.0 % Volatility 35.9 % 37.3 % Risk-free interest rate 1.9 % 2.2 % |
Summary of Restricted Stock Units Activity Under Plan | The following table summarizes the activity that relates to the Company’s restricted stock units under the Plan for the nine months ended September 30, 2015 and 2014 : 2015 2014 Restricted stock units at beginning of period 85,000 — Units awarded 44,000 92,000 Units vested (22,000 ) — Units forfeited (9,700 ) (2,000 ) Restricted stock units at end of the period 97,300 90,000 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Computation of Net Loss per Share on Basic and Diluted Basis | The following table reflects the computation of net loss per share on a basic and diluted basis for the three and nine months ended September 30, 2015 and 2014 (in thousands, except share data): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2015 2014 2015 2014 Income / (loss) (numerator): Net loss $ (19,938 ) $ (12,796 ) $ (36,601 ) $ (23,100 ) Noncontrolling interest 3,109 3,382 10,795 11,214 Dividends on preferred shares 5,569 5,569 16,707 13,359 Net loss attributable to common shareholders $ (28,616 ) $ (21,747 ) $ (64,103 ) $ (47,673 ) Weighted-average shares (denominator) 211,414,368 202,547,677 211,460,840 191,251,638 Net loss per share—basic and diluted $ (0.14 ) $ (0.11 ) $ (0.30 ) $ (0.25 ) |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | The following tables set forth the fair value of our interest rate cap agreement, the contingently convertible Series E units liability and preferred shares derivative liability as of September 30, 2015 , and December 31, 2014 (in thousands): September 30, 2015 Description Quoted Prices Significant Significant Total Assets: Interest rate cap agreement $ — $ — $ — $ — Liabilities: Contingently convertible Series E units liability $ — $ — $ 68,601 $ 68,601 Preferred shares derivative liability $ — $ — $ 60,260 $ 60,260 December 31, 2014 Description Quoted Prices Significant Significant Total Assets: Interest rate cap agreement $ — $ 14 $ — $ 14 Liabilities: Contingently convertible Series E units liability $ — $ — $ 72,057 $ 72,057 Preferred shares derivative liability $ — $ — $ 57,960 $ 57,960 |
Changes in Fair Value of Level 3 Financial Instruments | The following table presents changes in the fair values of our Level 3 financial instruments, consisting of our contingently convertible series E units liability and preferred shares derivative liability, which are measured on a recurring basis with changes in fair value recognized in remeasurement of Series E units and remeasurement of preferred shares, respectively, in the condensed consolidated statements of operations for the nine months ended September 30, 2015 and 2014 (in thousands): Description January 1, 2015 Issuances Remeasurement September 30, 2015 Liabilities: Contingently convertible Series E units liability $ 72,057 $ — $ (3,456 ) $ 68,601 Preferred shares derivative liability $ 57,960 $ — $ 2,300 $ 60,260 Description January 1, 2014 Issuances Remeasurement September 30, 2014 Liabilities: Contingently convertible Series E units liability $ 66,938 $ — $ 4,112 $ 71,050 Preferred shares derivative liability $ 28,150 $ 26,922 $ 2,348 $ 57,420 |
Organization and Operations (De
Organization and Operations (Details) | Jun. 10, 2013shares | Sep. 30, 2015single_family_propertystate | Dec. 31, 2014single_family_property |
Real Estate Properties [Line Items] | |||
Number of properties | single_family_property | 38,377 | 34,599 | |
Number of states | state | 22 | ||
Operating Partnership | Series D Convertible Units | |||
Real Estate Properties [Line Items] | |||
Units issued to AH LLC (in shares) | 4,375,000 | ||
Operating Partnership | Series E Convertible Units | |||
Real Estate Properties [Line Items] | |||
Units issued to AH LLC (in shares) | 4,375,000 | ||
Properties Held for Sale | Single Family Homes | |||
Real Estate Properties [Line Items] | |||
Number of properties | single_family_property | 46 | 26 |
Single-Family Properties (Detai
Single-Family Properties (Details) $ in Thousands | Sep. 30, 2015USD ($)single_family_property | Dec. 31, 2014USD ($)single_family_property |
Property Subject to or Available for Operating Lease | ||
Number of properties | single_family_property | 38,377 | 34,599 |
Net book value | $ 6,267,464 | $ 5,710,671 |
Single Family Homes | Properties being renovated | ||
Property Subject to or Available for Operating Lease | ||
Number of properties | single_family_property | 810 | 2,886 |
Net book value | $ 127,734 | $ 476,120 |
Single Family Homes | Properties being prepared for re-lease | ||
Property Subject to or Available for Operating Lease | ||
Number of properties | single_family_property | 283 | 630 |
Net book value | $ 45,756 | $ 104,974 |
Single Family Homes | Properties Held for Sale | ||
Property Subject to or Available for Operating Lease | ||
Number of properties | single_family_property | 46 | 26 |
Net book value | $ 6,472 | $ 3,818 |
Leased | Single Family Homes | ||
Property Subject to or Available for Operating Lease | ||
Number of properties | single_family_property | 35,617 | 28,250 |
Net book value | $ 5,815,458 | $ 4,631,797 |
Vacant | Single Family Homes | ||
Property Subject to or Available for Operating Lease | ||
Number of properties | single_family_property | 1,621 | 2,807 |
Net book value | $ 272,044 | $ 493,962 |
Single-Family Properties (Det31
Single-Family Properties (Details 2) - Single Family Homes - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Property Subject to or Available for Operating Lease | |||||
Net book value | $ 34 | $ 34 | $ 114.6 | ||
Depreciation expense | $ 63.9 | $ 40.8 | $ 165.8 | $ 106.6 |
Rent and Other Receivables (Det
Rent and Other Receivables (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Receivables [Abstract] | ||
Allowance for doubtful accounts | $ 2.8 | $ 0.5 |
Rescinded properties | 0 | 1.1 |
Non-tenant receivables | $ 2.7 | $ 2.4 |
Deferred Costs and Other Inta33
Deferred Costs and Other Intangibles (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Acquired Indefinite-lived Intangible Assets | ||
Deferred leasing costs | $ 14,893 | $ 18,307 |
Deferred financing costs | 78,176 | 53,013 |
Intangible assets: | ||
Intangible assets | 100,500 | 86,988 |
Less: accumulated amortization | (29,830) | (32,406) |
Total | 70,670 | 54,582 |
In-place lease values | ||
Intangible assets: | ||
Intangible assets | 2,231 | 10,468 |
Trademark | ||
Intangible assets: | ||
Intangible assets | 3,100 | 3,100 |
Database | ||
Intangible assets: | ||
Intangible assets | $ 2,100 | $ 2,100 |
Deferred Costs and Other Inta34
Deferred Costs and Other Intangibles (Details 2) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||
Amortization expense related to deferred leasing costs, in-place leases, trademark and database | $ 2.8 | $ 4 | $ 10 | $ 11.7 |
Amortization of deferred financing costs | $ 2.4 | $ 1.4 | $ 6.8 | $ 2.9 |
Deferred Costs and Other Inta35
Deferred Costs and Other Intangibles (Details 3) $ in Thousands | Sep. 30, 2015USD ($) |
Deferred Leasing Costs | |
Intangible Assets | |
Remaining 2,015 | $ 2,016 |
2,016 | 2,497 |
Total | 4,513 |
Deferred Financing Costs | |
Intangible Assets | |
Remaining 2,015 | 2,678 |
2,016 | 10,591 |
2,017 | 9,025 |
2,018 | 8,527 |
2,019 | 6,374 |
Thereafter | 25,898 |
Total | 63,093 |
In-place lease values | |
Intangible Assets | |
Remaining 2,015 | 38 |
2,016 | 42 |
Total | 80 |
Trademark | |
Intangible Assets | |
Remaining 2,015 | 165 |
2,016 | 660 |
2,017 | 752 |
Total | 1,577 |
Database | |
Intangible Assets | |
Remaining 2,015 | 75 |
2,016 | 300 |
2,017 | 300 |
2,018 | 300 |
2,019 | 300 |
Thereafter | 132 |
Total | $ 1,407 |
Debt (Details)
Debt (Details) | 1 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015USD ($)single_family_property | Mar. 31, 2015USD ($) | Sep. 30, 2013USD ($) | Sep. 30, 2015USD ($)single_family_propertyextension_optionpass_through_certificate | Dec. 31, 2014USD ($)single_family_property | Mar. 31, 2013USD ($) | |
Debt Instrument [Line Items] | ||||||
Asset-backed securitizations | $ 2,536,192,000 | $ 2,536,192,000 | $ 1,519,390,000 | |||
Secured note payable | 50,980,000 | 50,980,000 | 51,644,000 | |||
Credit facility | 0 | 0 | 207,000,000 | |||
Total debt | $ 2,587,172,000 | $ 2,587,172,000 | $ 1,778,034,000 | |||
Investments, Debt, and Equity Securities, Number of Pass-through Certificates | pass_through_certificate | 8 | |||||
Number of properties | single_family_property | 38,377 | 38,377 | 34,599 | |||
Single-family properties, net | $ 6,267,464,000 | $ 6,267,464,000 | $ 5,710,671,000 | |||
2014-SFR 1 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 1.79% | 1.79% | ||||
Asset-backed securitizations | $ 474,958,000 | $ 474,958,000 | 478,565,000 | |||
Debt instrument initial term | 2 years | |||||
Number of extension options | extension_option | 3 | |||||
Period of extension options | 12 months | |||||
2014-SFR 2 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 4.42% | 4.42% | ||||
Asset-backed securitizations | $ 508,587,000 | $ 508,587,000 | 512,435,000 | |||
2014-SFR 3 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 4.40% | 4.40% | ||||
Asset-backed securitizations | $ 524,429,000 | $ 524,429,000 | 528,390,000 | |||
2015-SFR 1 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 4.14% | 4.14% | 4.14% | |||
Asset-backed securitizations | $ 550,502,000 | $ 550,502,000 | 0 | |||
Debt instrument initial term | 30 years | |||||
Percentage of rate increased in the event of loan not paid | 3.00% | |||||
2015-SFR 1 | Single Family Homes | ||||||
Debt Instrument [Line Items] | ||||||
United States Treasury term | 10 years | |||||
Gross proceeds from the sale of certificates | $ 552,800,000 | |||||
Issuance costs for the sale of certificates | $ 13,300,000 | |||||
Minimum coverage ratio | 1.20 | |||||
Period of debt service considered for debt coverage ratio | 12 months | |||||
2015-SFR 2 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 4.36% | 4.36% | ||||
Asset-backed securitizations | $ 477,716,000 | $ 477,716,000 | 0 | |||
LIBOR | 2014-SFR 1 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, description of variable rate | LIBOR | |||||
Debt instrument, basis spread on variable rate | 0.25% | |||||
LIBOR | 2014-SFR 1 | Weighted blended interest rate | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, description of variable rate | LIBOR | |||||
Debt instrument, basis spread on variable rate | 1.54% | |||||
Borrower | 2015-SFR 1 | ||||||
Debt Instrument [Line Items] | ||||||
Loan amount | $ 552,800,000 | |||||
Borrower | 2015-SFR 1 | Note | ||||||
Debt Instrument [Line Items] | ||||||
Ratio of monthly principal payment of loan | 0.00083 | |||||
Number of properties | single_family_property | 4,661 | 4,661 | ||||
Single-family properties, net | $ 741,500,000 | $ 741,500,000 | ||||
Borrower | 2015-SFR 2 | ||||||
Debt Instrument [Line Items] | ||||||
Asset-backed securitizations | $ 477,716,000 | $ 477,716,000 | ||||
Debt instrument, basis spread on variable rate | 3.00% | |||||
Debt instrument initial term | 30 years | |||||
Debt, duration-adjusted weighted-average rate | 4.36% | 4.36% | ||||
United States Treasury term | 10 years | |||||
Loan amount | $ 477,700,000 | $ 477,700,000 | ||||
Issuance costs for the sale of certificates | $ 11,300,000 | |||||
Minimum coverage ratio | 1.20 | |||||
Single-family properties, net | $ 686,800,000 | $ 686,800,000 | ||||
Borrower | 2015-SFR 2 | Single Family Homes | ||||||
Debt Instrument [Line Items] | ||||||
Number of properties | single_family_property | 4,125 | 4,125 | ||||
Senior Secured Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 2.96% | 2.96% | ||||
Credit facility amount, maximum | $ 800,000,000 | $ 500,000,000 | ||||
Senior Secured Revolving Credit Facility | Until March 2017 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 2.75% | |||||
Senior Secured Revolving Credit Facility | Until March 2017 | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, description of variable rate | 30 day LIBOR | |||||
Debt instrument, basis spread on variable rate | 2.75% | |||||
Senior Secured Revolving Credit Facility | March 2017 and Thereafter | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 3.125% | |||||
Senior Secured Revolving Credit Facility | March 2017 and Thereafter | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, description of variable rate | 30 day LIBOR | |||||
Debt instrument, basis spread on variable rate | 3.125% | |||||
Secured Notes Payable | Note | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 4.06% | 4.06% | ||||
Secured note payable | $ 50,980,000 | $ 50,980,000 | $ 51,644,000 |
Debt (Details 2)
Debt (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Debt Disclosure [Abstract] | ||||
Gross interest | $ 25,029 | $ 8,500 | $ 69,181 | $ 19,228 |
Capitalized interest | (1,163) | (3,388) | (7,642) | (8,726) |
Interest expense | $ 23,866 | $ 5,112 | $ 61,539 | $ 10,502 |
Accounts Payable and Accrued 38
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 396 | $ 4,925 |
Accrued property taxes | 74,975 | 49,018 |
Other accrued liabilities | 89,175 | 28,972 |
Accrued construction and maintenance liabilities | 16,989 | 23,914 |
Resident security deposits | 53,116 | 42,877 |
Total | $ 234,651 | $ 149,706 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015USD ($)$ / shares | Sep. 30, 2014USD ($)$ / shares | Sep. 30, 2015USD ($)market$ / shares | Sep. 30, 2014USD ($)$ / shares | |
Class of Stock | ||||
Preferred stock, cumulative change in value of index based on purchase prices of single-family properties (as a percent) | 50.00% | |||
Number of top markets | market | 20 | |||
Initial liquidation preference on the Company's participating preferred shares | $ | $ 453,600 | $ 453,600 | ||
Income (loss) allocated to noncontrolling interest | $ | $ 3,109 | $ 3,382 | $ 10,795 | $ 11,214 |
Series C Convertible Units | ||||
Class of Stock | ||||
Dividend payable per share | $ 0.15113 | $ 0.15113 | $ 0.15113 | $ 0.15113 |
Class A common shares | ||||
Class of Stock | ||||
Dividend payable per share | 0.05 | 0.05 | $ 0.05 | 0.05 |
5.0% Series A Participating Preferred Shares | ||||
Class of Stock | ||||
Preferred stock, dividend rate, percentage | 5.00% | |||
Dividend payable per share | 0.3125 | 0.3125 | $ 0.3125 | 0.3125 |
5.0% Series B Participating Preferred Shares | ||||
Class of Stock | ||||
Preferred stock, dividend rate, percentage | 5.00% | |||
Dividend payable per share | 0.3125 | 0.3125 | $ 0.3125 | 0.3125 |
5.5% Series C Participating Preferred Shares | ||||
Class of Stock | ||||
Preferred stock, dividend rate, percentage | 5.50% | |||
Dividend payable per share | 0.34375 | 0.34375 | $ 0.34375 | 0.34375 |
Class B common shares | ||||
Class of Stock | ||||
Dividend payable per share | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 |
Shareholders' Equity (Details 2
Shareholders' Equity (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Class of Stock | |||||
Income (loss) allocated to noncontrolling interest | $ 3,109 | $ 3,382 | $ 10,795 | $ 11,214 | |
AH LLC | |||||
Class of Stock | |||||
Percentage of units outstanding | 22.10% | 22.10% | 21.80% | ||
Operating Partnership | Class A Units | |||||
Class of Stock | |||||
Units outstanding (in shares) | 222,536,211 | 222,536,211 | 225,914,576 | ||
Income (loss) allocated to noncontrolling interest | $ 1,600 | 1,100 | $ 3,200 | 2,500 | |
Operating Partnership | Class A Units | AH LLC | |||||
Class of Stock | |||||
Units owned (in shares) | 14,440,670 | 14,440,670 | 14,440,670 | ||
Percentage of units outstanding | 6.50% | 6.50% | 6.40% | ||
Operating Partnership | Series C Convertible Units | |||||
Class of Stock | |||||
Income (loss) allocated to noncontrolling interest | $ 4,700 | 4,700 | $ 14,100 | 13,900 | |
Operating Partnership | Series C Convertible Units | AH LLC | |||||
Class of Stock | |||||
Units owned (in shares) | 31,085,974 | 31,085,974 | 31,085,974 | ||
Operating Partnership | Series D Convertible Units | AH LLC | |||||
Class of Stock | |||||
Units owned (in shares) | 4,375,000 | 4,375,000 | 4,375,000 | ||
Certain consolidated subsidiaries with noncontrolling interest | |||||
Class of Stock | |||||
Income (loss) allocated to noncontrolling interest | $ 10 | $ 200 | $ 60 | $ 200 |
Shareholders' Equity (Details 3
Shareholders' Equity (Details 3) - 2012 Equity Incentive Plan - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stock options | ||||
Stock Options | ||||
Outstanding at beginning of the period (in shares) | 2,165,000 | 1,190,000 | 1,190,000 | |
Granted (in shares) | 588,500 | 1,220,000 | ||
Exercised (in shares) | (15,000) | (28,750) | ||
Forfeited (in shares) | (178,500) | (216,250) | ||
Outstanding at end of the period (in shares) | 2,560,000 | 2,165,000 | 2,165,000 | 1,190,000 |
Exercisable at end of the period (in shares) | 636,250 | 131,250 | ||
Weighted Average Exercise Price | ||||
Outstanding at beginning of the period (in USD per share) | $ 16.17 | $ 15.48 | $ 15.48 | |
Granted (in USD per share) | 16.49 | 16.74 | ||
Exercised (in USD per share) | 15 | 15 | ||
Forfeited (in USD per share) | 16.57 | 15.70 | ||
Outstanding at end of the period (in USD per share) | 16.23 | 16.17 | $ 16.17 | $ 15.48 |
Exercisable at end of the period (in USD per share) | $ 15.94 | $ 15 | ||
Aggregate intrinsic value | ||||
Weighted average remaining life (years) | 8 years 3 months 18 days | 9 years 3 months 18 days | 8 years 9 months 18 days | 9 years 3 months 18 days |
Weighted average exercisable (years) | 7 years 8 months 12 days | 8 years 4 months 24 days | ||
Aggregate intrinsic value | $ 557 | $ 3,438 | $ 1,890 | $ 862 |
Aggregate intrinsic value exercised | 19 | 74 | ||
Aggregate intrinsic value exercisable | $ 273 | $ 362 | ||
Restricted stock units | ||||
Class of Stock | ||||
Restricted stock unit grants in period (in shares) | 44,000 | 92,000 | ||
Stock options and Restricted stock units | ||||
Class of Stock | ||||
Vesting period for stock options and restricted stock units | 4 years | 4 years | ||
Expiration period for stock options and restricted stock units | 10 years | 10 years |
Shareholders' Equity (Details 4
Shareholders' Equity (Details 4) - Class A common shares - $ / shares | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Weighted-average fair value | $ 4.57 | $ 4.89 |
Expected term (years) | 7 years | 7 years |
Dividend yield | 3.00% | 3.00% |
Volatility | 35.90% | 37.30% |
Risk-free interest rate | 1.90% | 2.20% |
Shareholders' Equity (Details 5
Shareholders' Equity (Details 5) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Number of Restricted Stock Units | ||||
Noncash share-based compensation expense | $ 913 | $ 751 | $ 2,343 | $ 1,895 |
Restricted stock units | 2012 Equity Incentive Plan | ||||
Number of Restricted Stock Units | ||||
Restricted stock units at beginning of period | 85,000 | |||
Units awarded | 44,000 | 92,000 | ||
Units vested | (22,000) | |||
Units forfeited | (9,700) | (2,000) | ||
Restricted stock units at end of the period | 97,300 | 90,000 | 97,300 | 90,000 |
Shareholders' Equity Shareholde
Shareholders' Equity Shareholders' Equity (Details 6) - Class A common shares - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 21, 2015 | |
Class of Stock | ||
Repurchase of Class A common stock, authorized amount | $ 300,000,000 | |
Average price per share of Class A common shares | $ 15.76 | |
Total cost of Class A common shares repurchase | $ 53,679,000 | |
Remaining repurchase authorization | $ 246,300,000 | |
Common Stock | ||
Class of Stock | ||
Repurchases of Class A common shares (in shares) | 3,407,046 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | Dec. 10, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2015 | Dec. 31, 2014 | Nov. 30, 2012 |
AH LLC | ||||||
Related Party Transaction | ||||||
Equity interest rate | 22.10% | 21.80% | ||||
Due from affiliates, net payable to affiliates | $ 6.1 | $ 4 | ||||
AH LLC | Class A common shares | ||||||
Related Party Transaction | ||||||
Equity interest rate | 3.30% | 3.30% | ||||
AH LLC | Class B common shares | ||||||
Related Party Transaction | ||||||
Shares owned (in shares) | 635,075 | 635,075 | ||||
AH LLC | Agreement on Investment Opportunities | ||||||
Related Party Transaction | ||||||
Acquisition and renovation fee in percent | 5.00% | |||||
Monthly maintenance fee | $ 0.1 | |||||
Acquisition and renovation fees | $ 31.8 | $ 58.6 | ||||
Asset acquisition cost | 19 | 44.6 | ||||
Property acquisition cost | 12.8 | 14 | ||||
MMI | ||||||
Related Party Transaction | ||||||
Administrative expenses paid to related party | $ 11.2 | $ 30.3 | ||||
Operating Partnership | Class A common shares | ||||||
Related Party Transaction | ||||||
Units owned (in shares) | 14,440,670 | 14,440,670 | ||||
Operating Partnership | AH LLC | Series C Convertible Units | ||||||
Related Party Transaction | ||||||
Units owned (in shares) | 31,085,974 | 31,085,974 | ||||
Operating Partnership | AH LLC | Series D Convertible Units | ||||||
Related Party Transaction | ||||||
Units owned (in shares) | 4,375,000 | 4,375,000 | ||||
Operating Partnership | AH LLC | Series E Convertible Units | ||||||
Related Party Transaction | ||||||
Units owned (in shares) | 4,375,000 | 4,375,000 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income / (loss) (numerator): | ||||
Net loss | $ (19,938) | $ (12,796) | $ (36,601) | $ (23,100) |
Noncontrolling interest | 3,109 | 3,382 | 10,795 | 11,214 |
Dividends on preferred shares | 5,569 | 5,569 | 16,707 | 13,359 |
Net loss attributable to common shareholders | $ (28,616) | $ (21,747) | $ (64,103) | $ (47,673) |
Weighted-average shares (denominator) | 211,414,368 | 202,547,677 | 211,460,840 | 191,251,638 |
Net loss per share-basic and diluted: | ||||
Net loss per share-basic and diluted (in USD per share) | $ (0.14) | $ (0.11) | $ (0.30) | $ (0.25) |
Earnings per Share (Details 2)
Earnings per Share (Details 2) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Total weighted average shares | 73,993,944 | 72,938,266 | 73,993,944 | 72,938,266 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Sep. 30, 2015USD ($)single_family_property | Dec. 31, 2014USD ($)single_family_property |
Commitment to renovate homes | ||
Commitments and contingencies | ||
Aggregate outstanding construction commitments | $ 4.1 | |
Commitment to acquire properties | ||
Commitments and contingencies | ||
Number of properties | single_family_property | 112 | 703 |
Aggregate purchase price | $ 16.2 | $ 110.9 |
Fair Value (Details)
Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 |
Assets: | ||||
Interest rate cap agreement | $ 0 | $ 14 | ||
Liabilities: | ||||
Contingently convertible Series E units liability | 68,601 | 72,057 | $ 71,050 | $ 66,938 |
Preferred shares derivative liability | 60,260 | 57,960 | $ 57,420 | $ 28,150 |
Significant Other Observable Inputs (Level 2) | Recurring | ||||
Assets: | ||||
Interest rate cap agreement | 0 | 14 | ||
Liabilities: | ||||
Contingently convertible Series E units liability | 0 | 0 | ||
Preferred shares derivative liability | 0 | 0 | ||
Significant Unobservable Inputs (Level 3) | Recurring | ||||
Assets: | ||||
Interest rate cap agreement | 0 | 0 | ||
Liabilities: | ||||
Contingently convertible Series E units liability | 68,601 | 72,057 | ||
Preferred shares derivative liability | $ 60,260 | $ 57,960 |
Fair Value (Details 2)
Fair Value (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Fair Value Disclosures [Abstract] | ||||
Contingently convertible Series E units liability, Beginning Balance | $ 72,057 | $ 66,938 | ||
Remeasurement of Series E units | $ 525 | $ (3,588) | (3,456) | 4,112 |
Contingently convertible Series E units liability, Ending Balance | 68,601 | 71,050 | 68,601 | 71,050 |
Preferred shares derivative liability, Beginning Balance | 57,960 | 28,150 | ||
Preferred shares derivative liability, Issuance | 26,922 | |||
Remeasurement of preferred shares | 3,000 | 1,750 | 2,300 | 2,348 |
Preferred shares derivative liability, Ending Balance | $ 60,260 | $ 57,420 | $ 60,260 | $ 57,420 |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Thousands | Nov. 05, 2015$ / shares | Oct. 31, 2015USD ($)single_family_propertybusiness_acquired | Oct. 31, 2015USD ($)single_family_property | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) |
Subsequent Event | |||||
Aggregate purchase price of properties acquired | $ | $ 552,944 | $ 914,059 | |||
5.0% Series A Participating Preferred Shares | |||||
Subsequent Event | |||||
Preferred stock, dividend rate, percentage | 5.00% | ||||
5.0% Series B Participating Preferred Shares | |||||
Subsequent Event | |||||
Preferred stock, dividend rate, percentage | 5.00% | ||||
5.5% Series C Participating Preferred Shares | |||||
Subsequent Event | |||||
Preferred stock, dividend rate, percentage | 5.50% | ||||
Subsequent Events | Subsequent Acquisitions | |||||
Subsequent Event | |||||
Number of properties acquired | single_family_property | 188 | 188 | |||
Aggregate purchase price of properties acquired | $ | $ 26,300 | ||||
Subsequent Events | RJ Joint Ventures | |||||
Subsequent Event | |||||
Number of properties acquired | single_family_property | 377 | 377 | |||
Percentage of remaining outside ownership acquired | 67.00% | 67.00% | |||
Number of consolidated joint ventures acquired | business_acquired | 2 | ||||
Purchase price of joint ventures | $ | $ 44,400 | ||||
Subsequent Events | Class A common shares | Dividend Declared | |||||
Subsequent Event | |||||
Quarterly dividend (in USD per share) | $ 0.05 | ||||
Subsequent Events | Class B common shares | Dividend Declared | |||||
Subsequent Event | |||||
Quarterly dividend (in USD per share) | 0.05 | ||||
Subsequent Events | 5.0% Series A Participating Preferred Shares | Dividend Declared | |||||
Subsequent Event | |||||
Quarterly preferred dividend (in USD per share) | $ 0.3125 | ||||
Preferred stock, dividend rate, percentage | 5.00% | ||||
Subsequent Events | 5.0% Series B Participating Preferred Shares | Dividend Declared | |||||
Subsequent Event | |||||
Quarterly preferred dividend (in USD per share) | $ 0.3125 | ||||
Preferred stock, dividend rate, percentage | 5.00% | ||||
Subsequent Events | 5.5% Series C Participating Preferred Shares | Dividend Declared | |||||
Subsequent Event | |||||
Quarterly preferred dividend (in USD per share) | $ 0.34375 | ||||
Preferred stock, dividend rate, percentage | 5.50% |