Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 02, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Starwood Waypoint Homes | |
Trading Symbol | SFR | |
Entity Central Index Key | 1,579,471 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 128,355,035 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Investments in real estate properties: | ||
Land and land improvements | $ 1,881,309 | $ 1,584,533 |
Buildings and building improvements | 5,001,710 | 4,403,871 |
Furniture, fixtures and equipment | 168,643 | 131,502 |
Total investments in real estate properties | 7,051,662 | 6,119,906 |
Accumulated depreciation | (495,002) | (370,394) |
Investments in real estate properties, net | 6,556,660 | 5,749,512 |
Real estate held for sale, net | 144,752 | 22,201 |
Cash and cash equivalents | 187,659 | 109,097 |
Restricted cash | 129,923 | 155,194 |
Investments in unconsolidated joint ventures | 33,332 | 34,384 |
Asset-backed securitization certificates | 153,115 | 141,103 |
Assets held for sale (Note 14) | 19,585 | 76,870 |
Goodwill | 260,230 | 260,230 |
Other assets, net | 79,808 | 66,585 |
Total assets | 7,565,064 | 6,615,176 |
Liabilities | ||
Accounts payable and accrued expenses | 145,656 | 88,140 |
Resident prepaid rent and security deposits | 64,988 | 57,823 |
Revolving credit facilities | 108,501 | |
Mortgage loans, net | 3,432,277 | 3,333,241 |
Convertible senior notes, net | 526,656 | 356,983 |
Liabilities related to assets held for sale (Note 14) | 242 | 25,495 |
Other liabilities | 6,624 | |
Total liabilities | 4,176,443 | 3,970,183 |
Commitments and contingencies (Note 15) | ||
Equity | ||
Preferred shares $.01 par value, 100,000,000 shares authorized, none issued and outstanding as of September 30, 2017 and December 31, 2016 | 0 | 0 |
Common shares $.01 par value, 500,000,000 shares authorized, 128,325,509 and 101,495,759 issued and outstanding as of September 30, 2017 and December 31, 2016 | 1,283 | 1,015 |
Additional paid-in capital | 3,627,986 | 2,734,034 |
Accumulated deficit | (441,093) | (319,828) |
Accumulated other comprehensive income | 16,151 | 23,667 |
Total shareholders’ equity | 3,204,327 | 2,438,888 |
Non-controlling interests | 184,294 | 206,105 |
Total equity | 3,388,621 | 2,644,993 |
Total liabilities and equity | $ 7,565,064 | $ 6,615,176 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Preferred shares, par value | $ 0.01 | $ 0.01 |
Preferred shares, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common shares, par value | $ 0.01 | $ 0.01 |
Common shares, shares authorized | 500,000,000 | 500,000,000 |
Common shares, shares issued | 128,325,509 | 101,495,759 |
Common shares, shares outstanding | 128,325,509 | 101,495,759 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
REVENUE | ||||
Rental income | $ 156,299 | $ 133,580 | $ 437,194 | $ 396,318 |
Other property income | 12,682 | 9,366 | 31,648 | 22,858 |
Other income | 706 | 3,153 | 6,260 | 9,022 |
Total revenues | 169,687 | 146,099 | 475,102 | 428,198 |
EXPENSES | ||||
Property operating and maintenance | 26,813 | 23,678 | 67,477 | 62,356 |
Real estate taxes, insurance and HOA costs | 32,733 | 28,070 | 90,443 | 83,310 |
Property management | 8,538 | 9,079 | 27,430 | 29,226 |
Interest expense | 38,877 | 39,296 | 115,017 | 114,737 |
Depreciation and amortization | 53,994 | 47,344 | 148,293 | 135,818 |
Impairment and other | 13,077 | 356 | 13,734 | 530 |
Share-based compensation | 2,387 | 824 | 5,584 | 1,922 |
General and administrative | 10,932 | 11,333 | 32,717 | 39,809 |
Transaction-related | 7,791 | 1,503 | 7,856 | 30,058 |
Total expenses | 195,142 | 161,483 | 508,551 | 497,766 |
Net gain on sales of real estate | 3,735 | 1,453 | 12,222 | 3,364 |
Equity in income from unconsolidated joint ventures | 214 | 185 | 584 | 539 |
Loss on extinguishment of debt | (216) | 0 | (10,906) | 0 |
Other (expense) income, net | (156) | 1,867 | (2,907) | (1,783) |
Loss before income taxes | (21,878) | (11,879) | (34,456) | (67,448) |
Income tax expense | 359 | 161 | 695 | 487 |
Net loss from continuing operations | (22,237) | (12,040) | (35,151) | (67,935) |
(Loss) income from discontinued operations, net (Note 14) | (1,984) | 449 | (2,205) | (7,368) |
Net loss | (24,221) | (11,591) | (37,356) | (75,303) |
Net loss attributable to non-controlling interests | 1,062 | 691 | 1,801 | 4,529 |
Net loss attributable to common shareholders | $ (23,159) | $ (10,900) | $ (35,555) | $ (70,774) |
Net loss per common share - basic and diluted: | ||||
Net loss from continuing operations attributable to common shareholders | $ (0.17) | $ (0.11) | $ (0.29) | $ (0.63) |
Net (loss) income from discontinued operations attributable to common shareholders | (0.01) | 0 | (0.02) | (0.07) |
Net loss attributable to common shareholders | (0.18) | (0.11) | (0.31) | (0.70) |
Dividends declared per common share | $ 0.22 | $ 0.22 | $ 0.66 | $ 0.66 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements Of Other Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (24,221) | $ (11,591) | $ (37,356) | $ (75,303) |
Other comprehensive (loss) income: | ||||
Unrealized (losses) gains | (360) | 9,215 | (5,783) | (7,609) |
Reclassifications to income | (2,154) | 1,246 | (1,997) | 3,053 |
Other comprehensive (loss) income | (2,514) | 10,461 | (7,780) | (4,556) |
Comprehensive loss | (26,735) | (1,130) | (45,136) | (79,859) |
Comprehensive loss attributable to non-controlling interests | 1,171 | 70 | 2,191 | 4,798 |
Comprehensive loss attributable to common shareholders | $ (25,564) | $ (1,060) | $ (42,945) | $ (75,061) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements Of Equity (Unaudited) - 9 months ended Sep. 30, 2017 - USD ($) $ in Thousands | Total | Common Shares [Member] | Additional Paid In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Starwood Waypoint Residential Trust Equity [Member] | Non-controlling Interests [Member] |
Balance at Dec. 31, 2016 | $ 2,644,993 | $ 1,015 | $ 2,734,034 | $ (319,828) | $ 23,667 | $ 2,438,888 | $ 206,105 |
Balance, shares at Dec. 31, 2016 | 101,495,759 | ||||||
Capital distributions | (1,732) | (1,732) | |||||
Dividends declared of $0.66 per share | (85,710) | (85,710) | (85,710) | ||||
Issuance of common shares for settlement of RSUs | 1 | $ 1 | 1 | ||||
Issuance of common shares for settlement of RSUs, shares | 119,131 | ||||||
Amortization of share-based compensation | 5,521 | 5,521 | 5,521 | ||||
Shares withheld for taxes related to settlement of RSUs | (1,385) | (1,385) | (1,385) | ||||
Repurchase of 2017 Convertible Notes | (15,648) | (15,648) | (15,648) | ||||
Issuance of 2022 Convertible Notes | 17,827 | 17,827 | 17,827 | ||||
Issuance of common shares, net | 869,890 | $ 261 | 869,629 | 869,890 | |||
Issuance of common shares, shares | 26,160,443 | ||||||
Redemption of OP Units for common shares | $ 6 | 18,008 | (126) | 17,888 | (17,888) | ||
Redemption of OP Units for common shares, shares | 550,176 | ||||||
Net loss | (37,356) | (35,555) | (35,555) | (1,801) | |||
Other comprehensive loss | (7,780) | (7,390) | (7,390) | (390) | |||
Balance at Sep. 30, 2017 | $ 3,388,621 | $ 1,283 | $ 3,627,986 | $ (441,093) | $ 16,151 | $ 3,204,327 | $ 184,294 |
Balance, shares at Sep. 30, 2017 | 128,325,509 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements Of Equity (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement Of Stockholders Equity [Abstract] | ||||
Dividends declared per common share | $ 0.22 | $ 0.22 | $ 0.66 | $ 0.66 |
Condensed Consolidated Stateme8
Condensed Consolidated Statements Of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (37,356) | $ (75,303) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 148,293 | 135,818 |
Amortization of debt discounts | 14,361 | 16,106 |
Amortization of deferred financing costs | 13,125 | 10,400 |
Amortization of leased vehicle deposits | 123 | 134 |
Share-based compensation | 5,584 | 1,922 |
Equity in income of unconsolidated joint ventures | (584) | (539) |
Distributions from unconsolidated joint ventures | 584 | 539 |
Bad debt expense | 6,229 | 5,322 |
Net gain on sales of real estate | (12,952) | (4,299) |
Gain on loan conversions, net (Note 14) | (1,515) | (12,852) |
Gain on NPL sales (Note 14) | (204) | (13,485) |
Loss on extinguishment of debt | 10,906 | 0 |
Unrealized losses from derivative instruments | 1,894 | 1,441 |
Impairment of real estate assets | 950 | 530 |
Loss on insurance claims | 12,784 | 0 |
Net changes in operating assets and liabilities: | ||
Restricted cash | (9,945) | (16,994) |
Other assets | 3,129 | (1,970) |
Accounts payable and accrued expenses | 29,165 | 11,076 |
Resident prepaid rent and security deposits | 1,508 | 2,641 |
Other liabilities | 0 | (310) |
Net cash provided by operating activities | 186,079 | 60,177 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash acquired in mergers and acquisitions | 3,649 | 56,144 |
Acquisition of real estate properties | (677,775) | (127,585) |
Capital expenditures for real estate properties | (94,373) | (66,410) |
Proceeds from sales of real estate | 226,731 | 216,358 |
Proceeds from sales of loans and other proceeds on loans (Note 14) | 407 | 346,464 |
Distributions from unconsolidated joint ventures | 1,051 | 1,024 |
Payment of leasing costs | (5,686) | (6,972) |
Net cash (used in) provided by investing activities | (545,996) | 419,023 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Borrowings on revolving credit facilities | 320,233 | 42,374 |
Payments on revolving credit facilities | (428,734) | (667,406) |
Payments on secured term loan | (500,000) | 0 |
Payments on master repurchase facility (Note 14) | (19,286) | (232,569) |
Proceeds from the issuance of mortgage loans, net | 732,675 | 485,641 |
Payments on mortgage loans | (639,050) | (12,251) |
Proceeds from the issuance of convertible senior notes | 345,000 | 0 |
Payment of financing costs | (37,890) | (10,978) |
Repurchase of convertible senior notes | (186,012) | 0 |
Proceeds from the issuance of common shares | 891,776 | 0 |
Payment of offering costs | (20,701) | (11,871) |
Change in escrow reserves for credit facilities and mortgage loans, net | 62,012 | (6,141) |
Repurchases of common shares | 0 | (44,550) |
Distributions to non-controlling interests | (1,732) | (4,342) |
Payments of dividends and redemption of preferred shares | (79,812) | (48,307) |
Net cash provided by (used in) financing activities | 438,479 | (510,400) |
Net change in cash and cash equivalents | 78,562 | (31,200) |
Cash and cash equivalents at beginning of the period | 109,097 | 162,090 |
Cash and cash equivalents at end of the period | 187,659 | 130,890 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest, net of amounts capitalized | 84,833 | 92,112 |
Cash paid for income taxes | 840 | 561 |
Income tax refunds | 165 | 0 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Accrued capital expenditures | 8,318 | 2,673 |
Investment in securitization certificates issued by subsidiaries | 38,565 | 50,296 |
Loan basis converted to real estate properties (Note 14) | 3,786 | 60,189 |
Accrued dividends to common shareholders | 29,757 | 0 |
Discount on convertible senior notes | 18,015 | 0 |
GI Portfolio Acquisition [Member] | ||
GI Portfolio Acquisition: | ||
Restricted cash and other assets acquired | 22,429 | 0 |
Secured credit facility assumed | 500,000 | 0 |
Other liabilities assumed | $ 14,782 | $ 0 |
Organization And Operations
Organization And Operations | 9 Months Ended |
Sep. 30, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Operations | Note 1. Organization and Operations Except where the context suggests otherwise, the terms “we,” “us,” and “our” refer to Starwood Waypoint Homes (formerly Colony Starwood Homes and before that Starwood Waypoint Residential Trust (“SWAY”)), a Maryland real estate investment trust, together with its consolidated subsidiaries, including Starwood Waypoint Homes Partnership, L.P. (“SFR LP”) (formerly Colony Starwood Homes Partnership, L.P. and before that Starwood Waypoint Residential Partnership, L.P.), a Delaware limited partnership through which we conduct substantially all of our business, which we refer to as “our operating partnership”; the term “CAH” refers to Colony American Homes, Inc., our predecessor for accounting purposes; the term “the Manager” refers to SWAY Management LLC, a Delaware limited liability company, our former external manager; the term “Starwood Capital Group” refers to Starwood Capital Group Global, L.P. (and its predecessors), together with all of its affiliates and subsidiaries, including the Manager prior to the Internalization, other than us; and the term “INVH” refers to Invitation Homes Inc., a Maryland corporation. The Proposed Mergers with INVH On August 9, 2017, we entered into the Agreement and Plan of Merger dated as of August 9, 2017, among us, and certain of our subsidiaries and INVH and certain of its subsidiaries (the “INVH Merger Agreement”) to form a combined company with INVH in a stock-for-stock transaction. The INVH Merger Agreement provides that, upon the terms and subject to the conditions set forth in the INVH Merger Agreement, (i) we will be merged with and into IH Merger Sub, LLC, a wholly owned subsidiary of INVH (“REIT Merger Sub”), with REIT Merger Sub surviving as a subsidiary of INVH (the “REIT Merger”) and (ii) as promptly as practicable after the REIT Merger, our operating partnership will be merged with and into Invitation Homes Operating Partnership LP (“INVH LP”), with INVH LP surviving as a subsidiary of INVH (together with the REIT Merger, the “Proposed Mergers”) . Under the terms of the INVH Merger Agreement and as described in the Merger Proxy, each of our outstanding common shares will be converted into 1.6140 shares of INVH’s common stock (the “Exchange Ratio”), and each outstanding unit of our operating partnership will be converted into the right to receive 1.6140 common units, representing limited partner interests, in INVH LP. Further, each outstanding restricted share unit (“RSU”) that vests as a result of the Proposed Mergers or the INVH Merger Agreement will automatically be converted into the right to receive INVH common stock based on the Exchange Ratio, plus any accrued but unpaid dividends (if any) and less certain taxes (if any). At the effective time of the REIT Merger, each RSU that does not vest as a result of the Proposed Mergers or the INVH Merger Agreement will be automatically assumed by INVH and converted into an equivalent stock-based incentive award unit with respect to INVH’s common stock and be subject to the same terms and conditions as applicable to such awards. Upon the closing of the Proposed Mergers, INVH stockholders will own approximately 59% of the combined company’s stock, and our shareholders will own approximately 41% of the combined company’s stock. Based on the closing prices of our common shares and INVH’s common stock on October 13, 2017, the equity market capitalization of the combined company would be approximately $12.0 billion, and the total enterprise value (including debt) would be approximately $21.1 billion. Upon the closing of the Proposed Mergers, the Combined Company will be named “Invitation Homes Inc.” and its common stock will be listed and traded on the NYSE under the ticker symbol “INVH”. The transaction has been approved by our board of trustees and INVH’s board of directors. Completion of the Proposed Mergers is subject to, among other things, approval by the holders of our common shares. Assuming approval is obtained, the Proposed Mergers are expected to close in the fourth quarter of 2017. We can give no assurance that the Proposed Mergers and related transactions will be completed in the above timeframe, if at all. Two putative class actions have been filed by our purported shareholders challenging the Proposed Mergers. The lawsuits seek, among other things, injunctive relief preventing consummation of the Proposed Mergers, rescission of the transactions contemplated by the INVH Merger Agreement Commitments and Contingencies The SWAY Merger On September 21, 2015, we and CAH announced the signing of the SWAY Merger Agreement, to combine the two companies in a stock-for-stock transaction. In connection with the transaction, we internalized the Manager. The SWAY Merger and the Internalization were completed on January 5, 2016. Upon consummation of the Internalization, Starwood Capital Group contributed the outstanding equity interests of the Manager to our operating partnership in exchange for 6,400,000 OP Units. The OP Units are redeemable at the election of the holder and we have the option, at our sole discretion, to redeem any such OP Units for cash or exchange such OP Units for common shares, on a one-for-one basis (see Note 8. Shareholders’ Equity Under the SWAY Merger Agreement, CAH shareholders received an aggregate of 64,869,526 of our common shares in exchange for all shares of CAH. Upon completion of the transaction, our existing shareholders and Starwood Capital Group owned approximately 41% of our common shares, while former CAH shareholders owned approximately 59% of our common shares. Since both SWAY and CAH had significant pre-combination activities, the SWAY Merger was accounted for as a business combination by the combined company in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations Overview We are an internally managed Maryland real estate investment trust and commenced operations in March 2012 primarily to acquire, renovate, lease and manage residential assets in select markets throughout the United States. Our objective is to generate attractive risk-adjusted returns for our shareholders over the long term through dividends and capital appreciation. Our primary strategy is to acquire single-family rental properties through a variety of channels, renovate these properties to the extent necessary and lease them to qualified residents. We measure properties by the number of rental units as compared to number of properties, taking into account our limited investments in multi-unit properties. We seek to take advantage of macroeconomic trends in favor of leasing properties by acquiring, owning, renovating and managing properties that we believe will generate substantial current rental revenue, which we expect to grow over time. Our operating partnership was formed as a Delaware limited partnership in May 2012. Our wholly owned subsidiary is the sole general partner of our operating partnership, and we conduct substantially all of our business through our operating partnership. We owned 95.6% of the outstanding OP Units as of September 30, 2017. As a result of the SWAY Merger, we have a joint venture with Prime Asset Fund VI, LLC (“Prime”), an entity managed by Prime Finance, an asset manager that specializes in acquisition, resolution and disposition of non-performing loans (“NPLs”). We own a greater than 98.75% interest in the joint venture. We have substantially exited the NPL business (which includes NPLs and related real estate owned (“REO”)) and are currently marketing all remaining assets of the joint venture for disposition (see Note 14. Discontinued Operations We intend to operate and to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes. We generally will not be subject to U.S. federal income taxes on our REIT taxable income to the extent that we annually distribute all of our REIT taxable income to shareholders and maintain our qualification as a REIT. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Note 2. Basis of Presentation and Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying interim condensed consolidated financial statements are unaudited. These interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the applicable rules and regulations of the SEC for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The December 31, 2016 condensed consolidated balance sheet was derived from our audited financial statements as of that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. The condensed consolidated financial statements include our accounts and those of our wholly and majority owned subsidiaries. Intercompany amounts have been eliminated. The accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments of a normal recurring nature considered necessary to state fairly our financial position as of September 30, 2017, and the results of operations and comprehensive loss for the three and nine months ended September 30, 2017 and 2016 and cash flows for the nine months ended September 30, 2017 and 2016. The interim results for the three and nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017, or for any other future annual or interim period. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations, Quantitative and Qualitative Disclosures About Market Risk We consolidate entities in which we retain a controlling financial interest or entities that meet the definition of a variable interest entity (“VIE”) for which we are deemed to be the primary beneficiary. In performing our analysis of whether we are the primary beneficiary, at initial investment and at each quarterly reporting period, we consider whether we individually have the power to direct the activities of the VIE that most significantly affect the entity’s economic performance and also have the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The determination of whether an entity is a VIE, and whether we are the primary beneficiary, involves significant judgments, including the determination of which activities most significantly affect the entities’ performance, estimates about the current and future fair values and performance of assets held by the VIE and/or general market conditions. As described in Note 6. Debt As described in Note 4. Investments in Unconsolidated Joint Ventures Non-controlling interests represent (1) the portion of the equity (net assets) in Prime that is not attributable, directly or indirectly, to us and (2) the interests in our operating partnership held by Starwood Capital Group. Non-controlling interests are presented as a separate component of equity in the condensed consolidated balance sheets. In addition, the accompanying condensed consolidated statements of operations include the allocation of the net income or loss attributable to the non-controlling interest holders. Use of Estimates The preparation of financial statements in conformity with GAAP requires us 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 financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The most significant estimates that we make are of the fair value of our properties with regards to impairment. While property values are typically not a highly subjective estimate on a per-unit basis, given the usual availability of comparable property sale and other market data, these fair value estimates significantly affect the condensed consolidated financial statements, including (1) whether certain assets are identified as being potentially impaired and then, if deemed to be impaired, the amount of the resulting impairment charges and (2) the allocation of purchase price to individual assets acquired as part of a pool, which have a significant impact on the amount of gain or loss recognized from a subsequent sale, and the subsequent impairment assessment, of individual assets. As described further below in the description of our significant accounting policies, we determined the fair value of NPLs, at the time of the SWAY Merger, by using a discounted cash flow valuation model, which is significantly informed by the fair value of the underlying collateral property, and also applied the estimated effect of a bulk sale of the portfolio. These estimates of fair value are determined using methodologies similar to those described below. Significant Accounting Policies Cash and Cash Equivalents Cash and cash equivalents include cash in banks and short-term investments. Short-term investments are comprised of highly liquid instruments with original maturities of three months or less. We maintain our cash and cash equivalents in multiple financial institutions with high credit quality in order to minimize our credit loss exposure. At times, these balances exceed federally insurable limits. Restricted Cash Restricted cash is primarily comprised of resident security deposits held by us and rental revenues held in accounts controlled by lenders on our debt facilities, as well as cash collateral held by the counterparties to certain of our interest rate swap contracts. Investments in Real Estate Effective in the fourth quarter of 2016, we adopted Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (see Recent Accounting Pronouncements below) . Under the revised framework, acquisitions of properties or portfolios of properties are considered asset acquisitions, rather than business combinations, regardless of whether there is a lease in place, because substantially all of the fair value of the acquired assets is concentrated in a single identifiable asset or group of similar identifiable assets. As a result, we account for acquisitions and dispositions of properties as purchases or disposals of assets, rather than businesses. Prior to the adoption of this standard, w e evaluated each purchase transaction to determine whether the acquired assets met the definition of a business within the scope of ASC Topic 805, Business Combinations . We recorded properties acquired with an existing lease as a business combination. For property acquisitions accounted for as business combinations, the land, building and improvements and the existing lease were recorded at fair value at the date of acquisition, with acquisition costs expensed as incurred. We accounted for properties acquired not subject to an existing lease as an asset acquisition, with the property recorded at the purchase price, including acquisition costs, allocated among land, building and improvements based upon their relative fair values at the date of acquisition. Transaction costs related to acquisitions that were not deemed to be businesses were included in the cost basis of the acquired assets. We determine fair value in accordance with ASC Topic 820, Fair Value Measurements and Disclosures The nature of our business requires that in certain circumstances properties are acquired subject to existing liens. Liens that are expected to be extinguished in cash are estimated and accrued on the date of acquisition and recorded as a cost of the property. Expenditures that improve or extend the life of an acquired property, including construction overhead, personnel and other allocated direct costs, along with related holding costs during the renovation period are capitalized and depreciated over their estimated useful life. Expenditures for ordinary maintenance and repairs are expensed to operations as incurred. We capitalize certain costs incurred in connection with successful property acquisitions and associated stabilization activities, including tangible property improvements and replacements of existing property components. Included in these capitalized costs are certain personnel costs associated with time spent by certain personnel in connection with the planning and execution of all capital additions activities at the property level as well as third-party acquisition fees. Capitalized indirect costs are allocations of certain department costs, including personnel costs, that directly relate to capital additions activities. We also capitalize property taxes, insurance, interest and homeowners’ association (“HOA”) fees during periods in which property stabilization is in progress. We expense costs that do not relate to capital additions activities, including ordinary repairs, maintenance, resident turnover costs and general and administrative expenses. Real Estate Held for Use We evaluate our long-lived assets for impairment periodically or whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Examples of such events and changes in circumstances include, but are not limited to, significant and persistent declines in property values, rental rates and occupancy percentages, as well as significant macroeconomic changes in the economy. from the use and eventual disposition of the property The process whereby we assess our properties for impairment requires significant judgment and assessment of factors that are, at times, subject to significant uncertainty. We evaluate multiple information sources and perform a number of internal analyses, each of which are important components of our process with no one information source or analysis being necessarily determinative. Since impairment of properties classified as held for use in our operations is evaluated on the basis of undiscounted cash flows, the carrying values of certain properties may exceed their fair value but no impairment loss is recognized as long as the carrying values are recoverable from future cash flows. However, if properties classified as held for use were subsequently classified as held for sale, they would be required to be measured at the lower of their carrying value or their fair value less estimated costs to sell, and the resulting impairment losses could be material. Real Estate Held for Sale We evaluate our long-lived assets on a regular basis to ensure that individual properties still meet our investment criteria. If we determine that an individual property no longer meets our investment criteria, we make a decision to dispose of the property. We then market the property for sale and classify it as real estate held for sale in the condensed consolidated financial statements. The properties that are classified as real estate held for sale are reported at the lower of their carrying value or their fair value less estimated costs to sell and are no longer depreciated. For the three months ended September 30, 2017 and 2016, we recorded impairment charges of $0.3 million and $0.4 million Non-Performing Loans As a result of the SWAY Merger, we acquired a portfolio of NPLs held and administered through our joint venture with Prime. We have decided to exit the NPL business and we are currently marketing all remaining assets of the joint venture for disposition. The disposal of the assets and liabilities of our NPL business represents a strategic shift in operations and is expected to have a major effect on our operations and financial results and therefore the results of operations are presented separately as discontinued operations in all periods presented in the accompanying condensed consolidated statements of operations. Discontinued Operations We determined the fair value for NPLs, at the time of the SWAY Merger, by using a discounted cash flow valuation model and also applied the estimated effect of a bulk sale of the portfolio. When we convert loans into REO through foreclosure or other resolution processes and have obtained title to the property, the property is initially recorded at fair value. The fair value of these assets at the time of loan conversion is estimated using BPOs. Gains are recognized in earnings immediately when the fair value of the acquired property exceeds our recorded investment in the loan. Conversely, any excess of the recorded investment in the loan over the fair value of the property would be immediately recognized as a loss. In situations where property foreclosure is subject to an auction process and a third party submits the winning bid, we recognize the resulting gain or loss. All remaining NPL and REO assets are classified as assets held for sale in our condensed consolidated balance sheets and not depreciated. Upon the sale of REOs, we recognize the resulting gain or loss in (loss) income from discontinued operations, net in our condensed consolidated statements of operations. Leasing Costs We defer certain direct and indirect costs incurred to lease our properties and amortize them over the term of the lease, usually one year. Amortization of leasing costs is included in depreciation and amortization expense in our condensed consolidated statements of operations. Purchase Deposits We routinely make various deposits relating to property acquisitions, including transactions where we have agreed to purchase a property subject to certain conditions being met before closing, such as satisfactory home inspections and title search results. Our purchase deposit balances are recorded in other assets, net in our condensed consolidated balance sheets. Derivative Financial Instruments We are exposed to certain risks arising from both our business operations and economic conditions. We principally manage our exposures to a wide variety of business and operational risks through the management of our core business activities. We manage economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of our debt funding and the use of derivative financial instruments. Specifically, we enter into derivative financial instruments to manage exposure that may arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. Our derivative financial instruments are used to manage differences in the amount, timing, and duration of our known or expected cash receipts and our known or expected cash payments, principally related to our borrowings. As required by ASC Topic 815, Derivatives and Hedging Derivatives not designated as hedges are derivatives that do not meet the criteria for hedge accounting under GAAP or for which we have not elected to designate as hedges. We do not use these derivatives for speculative purposes, but instead they are used to manage our exposure to interest rate changes. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in other (expense) income, net in our condensed consolidated statements of operations. Goodwill We test goodwill for impairment on an annual basis, or more frequently if circumstances indicate that goodwill carrying values may exceed their fair values. We perform this evaluation at the reporting unit level. As of October 31, 2016 (the date we elected as our annual goodwill impairment test), we were comprised of two operating segments and reporting units, which are represented by (1) our portfolio of properties and (2) our portfolio of NPLs owned by the joint venture with Prime. However, for financial reporting purposes, we are comprised of one reporting segment, because the Prime joint venture’s revenues, net loss and total assets are each less than 10% of our consolidated totals. As part of our goodwill impairment testing, we first assess a range of qualitative factors including, but not limited to, macroeconomic conditions, industry conditions, the competitive environment, changes in the market for our products and services, regulatory and political developments, and entity-specific factors such as strategies and financial performance when evaluating potential impairment for goodwill. If, after completing such assessment, it is determined that it is “more likely than not” that the fair value of a reporting unit is less than its carrying value, we proceed to a two-step impairment test, whereby the first step is comparing the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered to not be impaired and the second step of the test is not performed. The second step of the impairment test is performed when the carrying amount of the reporting unit exceeds the fair value, in which case the implied fair value of the reporting unit goodwill is compared with the carrying amount of that goodwill. If the carrying amount of the reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to the excess. Based on the results of our 2016 review, we qualitatively concluded that it was not more likely than not that the fair value of our reporting unit was less than its carrying value and therefore determined that goodwill was not impaired. Convertible Notes ASC Topic 470-20, Debt with Conversion and Other Options Debt Transfers of Financial Assets We may periodically sell our financial assets. In connection with these transactions, we may retain or acquire senior or subordinated interests in the related assets. Gains and losses on such transactions are recognized using the guidance in ASC Topic 860, Transfers and Servicing Revenue Recognition Rental revenue, net of concessions, is recognized on a straight-line basis over the term of the lease. The initial term of our residential leases is generally one year, with renewals upon consent of both parties on an annual or monthly basis. We periodically evaluate the collectability of our resident and other receivables and record an allowance for doubtful accounts for any estimated probable losses. This allowance is estimated based on payment history and probability of collection. We generally do not require collateral other than resident security deposits. Our allowance for doubtful accounts was $2.9 million and $2.5 million as of September 30, 2017 and December 31, 2016, respectively. Bad debt expense amounts are recorded as property operating and maintenance expenses in the condensed consolidated statements of operations. During the three months ended September 30, 2017 and 2016, we incurred bad debt expense of $2.3 million and $2.4 million, respectively. During the nine months ended September 30, 2017 and 2016, we incurred bad debt expense of $6.2 million and $5.3 million, respectively. We recognize sales of real estate when a sale has closed, title has passed, adequate initial and continuing investment by the buyer is received, possession and other attributes of ownership have been transferred to the buyer, and we are not obligated to perform significant additional activities after closing. All these conditions are typically met at or shortly after closing. Earnings (Loss) Per Share We use the two-class method to calculate basic and diluted earnings per common share (“EPS”) as our RSUs are participating securities as defined by GAAP. We calculate basic EPS by dividing net income (loss) attributable to common shareholders for the period by the weighted-average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution that could occur from shares issuable in connection with the RSUs, convertible senior notes, and redeemable OP Units, except when doing so would be anti-dilutive. Share-Based Compensation The fair value of our restricted shares and RSUs granted is recorded as expense over the vesting period for the award, with an offsetting increase in shareholders' equity. For grants to employees and trustees, the fair value of RSUs with only a service condition for vesting is determined based upon the share price on the grant date and expense is recognized on a straight-line basis. For RSUs with a performance condition for vesting, such as growth in net operating income, fair value is determined based upon the share price on the grant date and e xpense is recognized when it is probable the performance goal will be achieved. For RSUs with a market condition for vesting, such as growth in shareholder returns, fair value is estimated on the grant date using a binomial lattice model and expense is recognized on a straight-line basis. Performance goals are determined by our board of trustees. Income Taxes We have elected to operate as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), and intend to comply with the Code with respect thereto. Accordingly, we will not be subject to federal income tax as long as certain asset, income, dividend distribution, and share ownership tests are met. Many of these requirements are technical and complex, and if we fail to meet these requirements, we may be subject to federal, state, and local income tax and penalties. A REIT's net income from prohibited transactions is subject to a 100% penalty tax. We have taxable REIT subsidiaries (“TRSs”) where certain investments may be made and activities conducted that (1) may have otherwise been subject to the prohibited transactions tax and (2) may not be favorably treated for purposes of complying with the various requirements for REIT qualification. The income, if any, within the TRSs is subject to federal and state income taxes as a domestic C corporation based upon the TRSs' net income. See Note 12. Income Taxes. Fair Value Measurement We estimate the fair value of financial assets and liabilities using the three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The three levels of inputs that may be used to measure fair value, as defined in ASC Topic 820, are as follows: Level I—Quoted prices in active markets for identical assets or liabilities. Level II—Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants would use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others. Level III—Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. We record certain financial instruments at fair value on a recurring basis when required by GAAP. Certain other real estate assets are measured at fair value on a non-recurring basis. We have not elected the fair value option for any other financial instruments, which are carried at cost with fair value disclosed where reasonably estimable (see Note 10. Fair Value Measurements Segment Information As of September 30, 2017, we are comprised of two operating segments, which are represented by (1) our portfolio of properties and (2) our portfolio of NPLs owned by the joint venture with Prime. However, for financial reporting purposes, we are comprised of one reportable segment, because the Prime joint venture’s revenues, net loss and total assets are each less than 10% of our consolidated total. Reclassification of Prior Period Amounts Certain line items in prior period financial statements have been reclassified to conform to the current period groupings. For the three months ended September 30, 2016, we reclassified $0.7 million of salaries and wages and other services from general and administrative to property management, $0.6 million of legal settlements from other expenses to general and administrative expense, net, and $2.0 million of adjustments for certain revenues (i.e. a reduction to revenues) from other property income to rental income in the condensed consolidated statements of operations. For the nine months ended September 30, 2016, we reclassified $2.0 million of salaries and wages and other services from general and administrative to property management, $0.2 million of services from general and administrative to real estate taxes, insurance and HOA costs, $0.4 million of legal settlements from general and administrative expenses to other expense, net, $1.1 million of bad debt expense from property operating and maintenance to rental income and other property income and $0.8 million of fees from property operating and maintenance to property management in the condensed consolidated statements of operations. In addition, for the three months ended March 31, 2017, we reclassified $1.8 million of adjustments for certain revenues from other property income to rental income in the condensed consolidated statements of operations. Geographic Concentrations We hold significant concentrations of properties in the following markets in excess of 10% of our total portfolio, based upon aggregate purchase price, and as such, are more vulnerable to any adverse macroeconomic developments in such areas: As of As of September 30, December 31, Market 2017 2016 Southern California 17 % 15 % Miami 10 % 12 % Atlanta 10 % 12 % Tampa 9 % 10 % Recent Accounting Pronouncements In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. This new standard will be effective for annual reporting periods beginning after December 15, 2018 and interim periods within that reporting period with early adoption permitted. We do not anticipate that the adoption of this standard will have a material impact on our condensed consolidated financial statements In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting, This new standard will be effective for annual reporting periods beginning after December 15, 2017 and interim periods within that reporting period with early adoption permitted. We do not anticipate that the adoption of this standard will have a material impact on our condensed consolidated financial statements. In February 2017, the FASB issued ASU 2017-05, Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets. The ne w g u ida nc e cl ari f i e s that AS C 61 0- 20, a ppl i e s to the d erec og n ition of n o nf i n a nc ial ass e ts a n d in su b s ta nc e n o nf i n a nc ial a sse ts unles s oth e r spec i f ic g u ida nc e a ppl i es . A s a res ul t, it w i l l n ot a ppl y to the d e r ec og n ition of b us i nesses , n o npr o f it a c ti v iti es , or fina nc ial a sse ts (i nclu di n g equ ity m e thod i nves t men t s ), or to revenu e t r a ns a c tio n s (c on tra c ts w ith cus tom e r s ). The ne w g u ida nc e a ls o cl a r i f i e s that an in su b s ta nc e n onf i n a nc ial a sse t is an a sse t or gro u p of a sse ts f or w hi c h su b s ta n tia ll y a l l of the f air val u e c o ns i s ts of n o nf i n a nc ial a sse ts a n d the g r o u p or su b s idia r y is n ot a b us i ness . In additio n , tra nsfe rs of n o nf i n a nc ial a sse ts to a n oth e r en tity in exc ha n ge f or a n onc o n tro ll i n g o wne r s hip i n t e r es t in that en tity w i l l be a cc o un t e d f or un d e r AS C 6 1 0- 2 0 , re m o v i n g spec i f ic g u ida nc e on suc h p artial exc ha n g e s fr om AS C 845 , N o n mo n etar y T ra ns ac t i on s . As a r esul t of the ne w g u ida nce , the g u ida nc e spec i f ic to re al es tate s a le s in AS C 360- 20, Real Estate Sales, will be el imi n at e d. A s suc h, s a le s a n d p artial s a le s of re al es tate a sse ts w i l l n ow be su b jec t to the s ame d e r ec og n ition mod e l as a l l oth e r n o nf i n a nc ial a sse t s . This new standard will be effective at the same time an entity adopts the new revenue guidance in ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , which is effective on January 1, 2018. We do not anticipate that the adoption of this standard will have a material impact on our condensed consolidated financial statements. In October 2016, the FASB issued ASU 2016-17, Consolidation (Topic 810): Interests held through Related Parties that are under Common Control Consolidation (Topic 810): Amendments to the Consolidation Analysis In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments, In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, In March 2016, the FASB issued ASU 2016-05, Derivatives and Hedging (Topic 815): Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships. In February 2016, the FASB issued ASU 2016-02 , Leases (Topic 842). Leases In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), . |
Single-Family Real Estate Inves
Single-Family Real Estate Investments | 9 Months Ended |
Sep. 30, 2017 | |
Real Estate [Abstract] | |
Single-Family Real Estate Investments | Note 3. Single-Family Real Estate Investments The following table summarizes transactions within our property portfolio for the nine months ended September 30, 2017 (in thousands) (1) Balance as of December 31, 2016 $ 6,144,008 Acquisitions 1,166,482 Capitalized expenditures 75,981 Basis of real estate sold (185,993 ) Impairment of real estate (950 ) Balance as of September 30, 2017 $ 7,199,528 (1) Excludes accumulated depreciation related to investments in real estate as of September 30, 2017 and December 31, 2016 of $495.0 million and $370.4 million, respectively, and excludes accumulated depreciation on real estate assets held for sale as of September 30, 2017 and December 31, 2016 of $3.1 million and $1.9 million, respectively. In June 2017, we completed the acquisition of a portfolio of 3,106 properties (the “GI Portfolio”) pursuant to a securities purchase agreement with Waypoint/GI Venture, LLC (the “GI Portfolio Acquisition”). The consideration paid to Waypoint/GI Venture, LLC was approximately $814.9 million, including the assumption of a $500.0 million secured term loan (see Note 6. Debt We determined the fair values of the properties in the GI Portfolio primarily by reference to BPOs and allocated the purchase price among land and land improvements, building and building improvements and furniture, fixtures and equipment on our condensed consolidated balance sheets. We identified 386 homes in the portfolio that we do not intend to hold for the long term. The aggregate carrying value of these homes, $122.1 million, was included in real estate held for sale, net in the condensed consolidated balance sheet as of June 30, 2017. As of September 30, 2017, 373 of these homes with an aggregate carrying value of $115.4 million remain in real estate held for sale, net in the condensed consolidated balance sheet. See Note 2. Significant Accounting Policies—Real Estate Held for Use —Real Estate Held for Sale. |
Investments in Unconsolidated J
Investments in Unconsolidated Joint Ventures | 9 Months Ended |
Sep. 30, 2017 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Investments in Unconsolidated Joint Ventures | Note 4. Investments in Unconsolidated Joint Ventures On October 31, 2012, we acquired a 10% interest in a joint venture with Fannie Mae to operate, lease, and manage a portfolio of 1,176 properties primarily located in Arizona, California, and Nevada. We paid approximately $34.0 million to acquire our interest, and funded approximately $1.0 million in reserves to the joint venture. A subsidiary of ours is the managing member and responsible for the operation and management of the properties, subject to Fannie Mae’s approval on major decisions. We evaluated the entity and determined that Fannie Mae held certain substantive participating rights that preclude the presumption of control by us. Accordingly, we account for our ownership interest using the equity method. As of September 30, 2017 and December 31, 2016, the joint venture owned 798 and 856 properties, respectively. |
Other Assets
Other Assets | 9 Months Ended |
Sep. 30, 2017 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Other Assets | Note 5. Other Assets The following table summarizes our other assets, net (in thousands): As of As of September 30, December 31, 2017 2016 Deferred financing costs, net $ 7,776 $ 2,490 Purchase and other deposits 17,345 1,698 Deferred leasing costs, net 4,646 4,437 Furniture, fixtures and equipment, net 3,346 3,366 Derivative contracts 22,907 25,772 Receivables, net 10,258 10,071 Prepaid expenses 10,322 14,229 Other 3,208 4,522 Total other assets $ 79,808 $ 66,585 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Note 6. Debt Revolving Credit Facilities 2017 JPMorgan In April 2017, we entered into a new credit facility with JPMorgan and a syndicate of lenders (the “2017 JPMorgan Facility”). This $675.0 million senior secured revolving credit facility will mature in April 2020, with a one-year extension option subject to certain conditions. We have the option to increase the size of the 2017 JPMorgan Facility to up to $1.2 billion, subject to satisfying certain requirements and obtaining lender commitments. Borrowings under the 2017 JPMorgan Facility accrue interest at a floating rate equal to either the Adjusted London Interbank Offered Rate (“LIBOR”) or the Alternate Base Rate plus the Applicable Margin (each as defined in the credit agreement). The Applicable Margin varies based on the Total Leverage Ratio (as defined in the credit agreement), ranging from 0.75% to 1.30% for Alternative Base Rate loans and from 1.75% to 2.30% for Adjusted LIBOR loans. We are also required to pay customary fees on any outstanding letters of credit, and a facility fee to the lenders in respect of the unused commitments thereunder at a rate of either 0.35% or 0.20% per annum, depending on the level of usage. As of September 30, 2017, there were no borrowings outstanding under the 2017 JPMorgan Facility and $675.0 million was available for future borrowings subject to certain covenants and other borrowing limitations. The weighted-average interest rate for the period ended September 30, 2017 was 3.2%. The 2017 JPMorgan Facility replaced our two then-existing secured revolving credit facilities, the Prior JPMorgan Facility and the CitiBank Facility, as defined below, which were terminated concurrently with the creation of the 2017 JPMorgan Facility. All amounts outstanding under the 2017 JPMorgan Facility are collateralized by the equity interests in certain of our property owning subsidiaries, or pledged subsidiaries. The pledged subsidiaries are separate legal entities, but continue to be reported in our condensed consolidated financial statements. As long as the 2017 JPMorgan Facility is outstanding, the assets of each pledged subsidiary are not available to satisfy debts and obligations of the pledged subsidiaries other than those of the 2017 JPMorgan Facility to which it is pledged and may not be available to satisfy its own debts and obligations or those of any affiliate unless expressly permitted under the applicable loan agreements and the pledged subsidiary’s governing documents. The 2017 JPMorgan Facility contains certain covenants that may limit the amount of cash available for distribution and may, under certain circumstances, limit the amounts we may pay as dividends to those necessary to maintain our qualification as a REIT. There are various affirmative and negative covenants, including financial covenants that require the pledged subsidiaries to maintain minimum tangible net worth and liquidity levels (as defined in the credit agreement). As of September 30, 2017, the entities subject to these covenants were in compliance with these covenants. The 2017 JPMorgan Facility also requires that we set aside funds for payment of insurance, property taxes and certain property operating and maintenance expenses associated with properties in the pledged subsidiaries’ portfolios, which are included in restricted cash in the condensed consolidated balance sheets. The agreement also contains customary events of default, including payment defaults, covenant defaults, breaches of representations and warranties, bankruptcy and insolvency, judgments, change of control and cross-default with certain other indebtedness. Prior JPMorgan We were party to a secured revolving credit facility with JPMorgan and a syndicate of lenders (the “Prior JPMorgan Facility”). Borrowings under the Prior JPMorgan Facility accrued interest at the three-month LIBOR plus 3.00% and we paid unused commitment fees ranging from 0.50% to 1.00%. In March 2017, we elected to voluntarily reduce borrowing availability under the Prior JPMorgan Facility from $300.0 million to $125.0 million. This facility was terminated in April 2017. As of December 31, 2016, there was no outstanding balance under the Prior JPMorgan Facility. The weighted-average interest rate for the nine months ended September 30, 2017 and the year ended December 31, 2016 was 4.1% and 3.6%, respectively. CitiBank In connection with the SWAY Merger, we assumed SWAY’s secured revolving credit facility with CitiBank, N.A. and a syndicate of lenders (the “CitiBank Facility”). Borrowings under the CitiBank Facility accrued interest at LIBOR plus 2.95% and we paid unused commitment fees ranging from zero to 0.25%. In March 2017, we elected to voluntarily reduce borrowing availability under the CitiBank Facility from $300.0 million to $125.0 million. This facility was terminated in April 2017. As of December 31, 2016, $108.5 million was outstanding on the CitiBank Facility. The weighted-average interest rate for the nine months ended September 30, 2017 and the year ended December 31, 2016 was 3.7% and 3.4%, respectively. Secured Term Loan DB Loan In June 2017, in connection with the GI Portfolio Acquisition (see Note 3. Single-Family Real Estate Investments Master Repurchase Agreement In connection with the SWAY Merger, we assumed SWAY’s liability (in its capacity as guarantor) in a repurchase agreement between a subsidiary of Prime and Deutsche Bank. The repurchase agreement was used to finance the acquired pools of NPLs secured by residential real property held by Prime. During the first quarter of 2017, we repaid the outstanding balance and terminated the repurchase agreement. As of December 31, 2016, the outstanding balance on this facility was approximately $19.3 million and is included in liabilities related to assets held for sale (see Note 14. Discontinued Operations Convertible Senior Notes In July 2014, SWAY issued $230.0 million in aggregate principal amount of our 3.00% Convertible Senior Notes due 2019 (the “2019 Convertible Notes”). Interest on the 2019 Convertible Notes is payable semiannually in arrears on January 1 and July 1 of each year. The 2019 Convertible Notes will mature on July 1, 2019. In October 2014, SWAY issued $172.5 million in aggregate principal amount of our 4.50% Convertible Senior Notes due 2017 (the “2017 Convertible Notes”). Interest on the 2017 Convertible Notes is payable semiannually in arrears on April 15 and October 15 of each year. The aggregate outstanding balance of the 2017 Convertible Notes as of September 30, 2017 was $3.6 million and the notes were settled for cash and common shares at maturity in October 2017. In January 2017, we issued $345.0 million in aggregate principal amount of our 3.50% Convertible Senior Notes due 2022 (the “2022 Convertible Notes” and together with the 2017 Convertible Notes and the 2019 Convertible Notes, the “Convertible Senior Notes”). Interest on the 2022 Convertible Notes is payable semiannually in arrears on January 15 and July 15 of each year. The 2022 Convertible Notes will mature on January 15, 2022. We used the net proceeds to repurchase, in privately negotiated transactions, most of the 2017 Convertible Notes and to reduce outstanding borrowings under our revolving credit facilities. The repurchased 2017 Convertible Notes were cancelled in accordance with the terms of the indenture and a loss of $7.2 million was recorded in loss on extinguishment of debt in our condensed consolidated statements of operations. The following tables summarize the terms of the Convertible Senior Notes outstanding as of September 30, 2017 (in thousands, except rates): Remaining Principal Coupon Effective Conversion Maturity Period of Amount Rate Rate (1) Rate (2) Date Amortization 2017 Convertible Notes $ 3,602 4.50 % 9.22 % 33.9836 10/15/17 0.04 years 2019 Convertible Notes $ 230,000 3.00 % 11.06 % 32.5048 7/1/19 1.75 years 2022 Convertible Notes $ 345,000 3.50 % 5.28 % 27.1186 1/15/22 4.30 years September 30, 2017 Total principal $ 578,602 Net unamortized fair value adjustment (44,395 ) Deferred financing costs, net (7,551 ) Carrying amount of debt components $ 526,656 (1) Effective rate includes the effect of the adjustment for the conversion option, the value of which reduced the initial liability recorded. (2) We generally have the option to settle any conversions in cash, common shares or a combination thereof. The conversion rate represents the number of common shares issuable per $1,000 principal amount of Convertible Senior Notes converted at September 30, 2017, as adjusted in accordance with the applicable indentures as a result of cash dividend payments. As of September 30, 2017, the 2017 Convertible Notes are convertible. The 2019 and 2022 Convertible Senior Notes did not meet the criteria for conversion as of September 30, 2017. Pursuant to certain terms and conditions defined in their respective indentures, the 2019 Convertible Notes and 2022 Convertible Notes may be converted at the note holder’s election as a result of the Proposed Mergers for a period of 35 trading days following the effective date of such transactions. Terms of Conversion As of September 30, 2017, the conversion rate applicable to the 2017 Convertible Notes was 33.9836 common shares per $1,000 principal amount of the 2017 Convertible Notes (equivalent to a conversion price of approximately $29.43 per common share). The conversion rate for the 2017 Convertible Notes is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain events that occur prior to the maturity date, we will increase the conversion rate for a holder who elects to convert its 2017 Convertible Notes in connection with such an event in certain circumstances. At any time prior to April 15, 2017, holders could have converted the 2017 Convertible Notes at their option under specific circumstances as defined in the indenture agreement, dated as of October 14, 2014, between us and our trustee, Wilmington Trust, National Association (“the Convertible Notes Trustee”). On or after April 15, 2017 and until maturity, holders may convert all or any portion of the 2017 Convertible Notes at any time. Upon conversion, we will pay or deliver a combination of cash and common shares. As of September 30, 2017, the conversion rate applicable to the 2019 Convertible Notes was 32.5048 common shares per $1,000 principal amount of the 2019 Convertible Notes (equivalent to a conversion price of approximately $30.76 per common share). The conversion rate for the 2019 Convertible Notes is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain events that occur prior to the maturity date, we will increase the conversion rate for a holder who elects to convert its 2019 Convertible Notes in connection with such an event in certain circumstances. At any time prior to January 1, 2019, holders may convert the 2019 Convertible Notes at their option only under specific circumstances (including as a result of the completion of the Proposed Mergers) as defined in the indenture agreement, dated as of July 7, 2014, between us and the Convertible Notes Trustee. On or after January 1, 2019 and until maturity, holders may convert all or any portion of the 2019 Convertible Notes at any time. Upon conversion, we will pay or deliver, as the case may be, cash, common shares, or a combination of cash and common shares, at our election. As of September 30, 2017, the conversion rate applicable to the 2022 Convertible Notes was 27.1186 common shares per $1,000 principal amount of the 2022 Convertible Notes (equivalent to a conversion price of approximately $36.88 per common share). The conversion rate for the 2022 Convertible Notes is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain events that occur prior to the maturity date, we will increase the conversion rate for a holder who elects to convert its 2022 Convertible Notes in connection with such an event in certain circumstances. At any time prior to July 15, 2021, holders may convert the 2022 Convertible Notes at their option only under specific circumstances (including as a result of the completion of the Proposed Mergers) as defined in the indenture agreement, dated as of January 4, 2017, between us and the Convertible Notes Trustee. On or after July 15, 2021 and until maturity, holders may convert all or any portion of the 2022 Convertible Notes at any time. Upon conversion, we will pay or deliver, as the case may be, cash, common shares, or a combination of cash and common shares, at our election. We may not redeem the Convertible Senior Notes prior to their maturity dates except to the extent necessary to preserve our status as a REIT for U.S. federal income tax purposes, as further described in the indentures. If we undergo a fundamental change as defined in the indentures, holders may require us to repurchase for cash all or any portion of their Convertible Senior Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Senior Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The Proposed Mergers do not constitute a fundamental change under the indentures. The indentures contain customary terms and covenants and events of default. If an event of default occurs and is continuing, the Convertible Notes Trustee by notice to us, or the holders of at least 25% in aggregate principal amount of the outstanding Convertible Senior Notes, by notice to us and the Convertible Notes Trustee, may, and the Convertible Notes Trustee at the request of such holders shall, declare 100% of the principal of and accrued and unpaid interest on all the Convertible Senior Notes to be due and payable. However, in the case of an event of default arising out of certain events of bankruptcy, insolvency or reorganization in respect to us (as set forth in the indentures), 100% of the principal of and accrued and unpaid interest on the Convertible Senior Notes will automatically become due and payable. Mortgage Loans We, CAH and SWAY have completed multiple mortgage loans transactions, each of which involved the issuance and sale in a private offering of single-family rental pass-through certificates (“Certificates”) issued by a trust (a “Trust”) established by the respective companies. The Certificates represent beneficial ownership interests in a loan secured by a portfolio of single-family homes operated as rental properties (“Properties”) contributed to a newly-formed special purpose entity (“SPE”) indirectly owned by us. The assets of each Trust consist primarily of a single componentized promissory note issued by an SPE (“Borrower”), evidencing a mortgage (“Loan”). Each Loan has a two or three-year term with two or three 12-month extension options, except for the mortgage loan transaction completed in September 2017 (“SWH 2017-1”), which has two 12-month extension options and one 15-month extension option. Each Loan is guaranteed by the Borrower’s sole member (the “Equity Owner”), also an SPE owned by us. Each Loan is secured by a pledge of all of the assets of the Borrower, including first-priority mortgages on its Properties, and the Equity Owner’s obligations under its guaranty is secured by a pledge of all of the assets of the Equity Owner, including a security interest in the sole membership interest in the Borrower. Each loan agreement is between JPMorgan or German American Capital Corporation and the Borrower. The Loan Sellers sold each Loan to a separate wholly owned subsidiary of ours (each a “Depositor”), which then transferred the Loan to the trustee of a Trust in exchange for the issuance of the Certificates. In addition to the Certificates sold to investors in each offering (the “Offered Certificates”), five of the Trusts issued Certificates that were retained or purchased by us. During the quarter ended June 30, 2017, we voluntarily repaid the outstanding principal balance of the SWAY 2014 mortgage loan in the amount of $522.5 million. In connection with this voluntary prepayment, we recorded a loss of $1.1 million, which is included in loss on extinguishment of debt in the condensed consolidated statements of operations. In June 2017, we also voluntarily reduced the outstanding principal balances of the CAH 2014-2 mortgage loan by $100.0 million. We recorded a $1.5 million loss on extinguishment of debt, which represents the pro rata write-off of deferred loan costs related to the CAH 2014-2 mortgage loan. For purposes of computing, among other things, interest accrued on the Loan, each Loan is divided into five to seven components, each of which corresponds to one class of Certificates, which had, at inception, an initial component balance equal to the corresponding class of Offered Certificates. The following table sets forth the terms of each of the Loans: Blended Principal Balance Outstanding Closing Maturity LIBOR September 30, December 31, (Dollars in thousands) Date Date (1) Spread 2017 2016 CAH 2014-1 April 2014 May 2019 1.72 % (2) $ 478,734 $ 491,140 CAH 2014-2 June 2014 July 2019 1.76 % 437,156 548,503 CAH 2015-1 June 2015 July 2020 1.88 % 659,588 672,054 CSH 2016-1 June 2016 July 2021 2.31 % 533,746 535,474 CSH 2016-2 November 2016 December 2021 1.85 % 609,815 610,585 SWH 2017-1 September 2017 January 2023 1.55 % 769,754 — SWAY 2014 December 2014 June 2017 (3) — — 525,401 3,488,793 3,383,157 Deferred financing costs, net (54,995 ) (46,387 ) Unamortized discount (1,521 ) (3,529 ) Carrying value $ 3,432,277 $ 3,333,241 (1) Assuming exercise of extension options. (2) Subject to LIBOR floor of 0.25%. (3) Voluntarily repaid and terminated. Each Loan is secured by first-priority mortgages on the Properties, which are owned by the Borrower. Each Loan is also secured by a first-priority pledge of the equity interests of the Borrower. The loan agreements require that the Borrower comply with various affirmative and negative covenants that are customary for loans of this type, including limitations on indebtedness Borrower can incur, limitations on sales and dispositions of the Properties, required maintenance of specified cash reserves, and various restrictions on the use of cash generated by the operations of the Properties while the Loan is outstanding. The loan agreement also includes customary events of default, the occurrence of which would allow the Loan Sellers to accelerate payment of all amounts outstanding thereunder and to require that all of the rental income associated with the real estate properties of the Borrower, after payment of specified operating expenses, asset management fees, and interest, be required to prepay the Loan. The Borrower is also required to furnish various financial and other reports to the Loan Sellers. We evaluated the accounting for the mortgage loan transactions under ASC 860, Transfers and Servicing. We have also evaluated the transfer of the Loan from the Depositor to the mortgage loan trustee under ASC 860-10-40-5, noting that the Loan has been isolated from the Depositor, even in bankruptcy or receivership, which has been supported by a true sale opinion obtained as part of the mortgage loan transaction. Additionally, the third-party holders of the Certificates are freely able to pledge or exchange their Certificates, and we maintain no other form of effective control over the Loan through repurchase agreements, cleanup calls, or otherwise. Accordingly, we have concluded that the transfer of each Loan from the Depositor to the Trust meets the conditions for a sale of financial assets under ASC 860-10-40-4 through ASC 860-10-40-5 and have therefore derecognized the Loan in accordance with ASC 860-20. As such, our condensed consolidated financial statements, through the Borrowers, our consolidated subsidiaries, reflect the Properties at historical cost basis and a loan payable is recorded in an amount equal to the principal balance outstanding on each Loan. We have also evaluated the Retained Certificates as a variable interest in the respective Trust and concluded that the Retained Certificates will not absorb a majority of the Trust's expected losses or receive a majority of the Trust's expected residual returns. Additionally, we have concluded that the Retained Certificates do not provide us with any ability to direct activities that could impact the Trust's economic performance. Accordingly, we do not consolidate the Trusts but do consolidate, at historical cost basis, the properties placed as collateral for each Loan and have included the corresponding mortgage loan components in the net mortgage loan liability at September 30, 2017 and December 31, 2016, in the accompanying condensed consolidated balance sheets. Separately, the $153.1 million and $141.1 million of Retained Certificates have been reflected as asset-backed securitization certificates in the condensed consolidated balance sheets as of September 30, 2017 and December 31, 2016, respectively. In order to mitigate our exposure to potential future increases in LIBOR rates, we have purchased interest rate caps and entered into interest rate swap contracts. See Note 11. Derivatives and Hedging Total Borrowings As of September 30, 2017, we had total outstanding borrowings of $4.1 billion, of which the total amount related to mortgage loans was $3.5 billion and the total amount related to the Convertible Senior Notes was $578.6 million. As of September 30, 2017, we had approximately $70.3 million in net deferred financing costs, which we amortize using the effective interest rate method. As of September 30, 2017, we were in compliance with all of our debt covenant requirements. The following table outlines our total gross interest, including unused commitment and other fees, accretion of discounts and amortization of deferred financing costs, and capitalized interest for the three and nine months ended September 30, 2017 and 2016 (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Gross interest cost $ 39,550 $ 39,488 $ 116,344 $ 115,265 Capitalized interest (673 ) (192 ) (1,327 ) (528 ) Interest expense $ 38,877 $ 39,296 $ 115,017 $ 114,737 The following table summarizes the contractual maturities of our debt as of September 30, 2017; maturity dates assume exercise of optional extension terms of mortgage loans (in thousands): Remaining 2017 2018 2019 2020 2021 After 2021 Total Mortgage loans 1,105 4,419 910,367 659,588 1,143,561 769,753 3,488,793 Convertible Senior Notes 3,602 — 230,000 — — 345,000 578,602 Total $ 4,707 $ 4,419 $ 1,140,367 $ 659,588 $ 1,143,561 $ 1,114,753 $ 4,067,395 |
Net Loss per Share
Net Loss per Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Note 7. Net Loss per Share Since the date of the SWAY Merger, our shares trade on the NYSE under the ticker symbol “SFR.” In our calculation of EPS, the numerator for both basic and diluted EPS is net earnings (loss) attributable to common shareholders. We use the two-class method in calculating basic and diluted EPS. Three Months Ended Nine Months Ended September 30, September 30, (In thousands, except per share data) 2017 2016 2017 2016 Numerator: Net loss from continuing operations $ (22,237 ) $ (12,040 ) $ (35,151 ) $ (67,935 ) Less: Net loss from continuing operations attributable to the non-controlling interests 975 718 1,695 4,086 Net loss from continuing operations attributable to common shareholders (21,262 ) (11,322 ) (33,456 ) (63,849 ) (Loss) income from discontinued operations, net (1,984 ) 449 (2,205 ) (7,368 ) Less: Net loss (income) from discontinued operations attributable to the non-controlling interests 87 (27 ) 106 443 Net (loss) income from discontinued operations attributable to common shareholders (1,897 ) 422 (2,099 ) (6,925 ) Net loss attributable to common shareholders $ (23,159 ) $ (10,900 ) $ (35,555 ) $ (70,774 ) Denominator: Basic and diluted weighted-average shares outstanding 128,308 101,490 116,389 101,680 Earnings (loss) per share: Net loss from continuing operations $ (0.17 ) $ (0.12 ) $ (0.30 ) $ (0.67 ) Less: Net loss from continuing operations attributable to the non-controlling interests 0.01 0.01 0.01 0.04 Net loss from continuing operations attributable to common shareholders (0.17 ) (0.11 ) (0.29 ) (0.63 ) (Loss) income from discontinued operations, net (0.02 ) — (0.02 ) (0.07 ) Less: Net loss (income) from discontinued operations attributable to the non-controlling interests — — — — Net (loss) income from discontinued operations attributable to common shareholders (0.01 ) — (0.02 ) (0.07 ) Net loss attributable to common shareholders $ (0.18 ) $ (0.11 ) $ (0.31 ) $ (0.70 ) The dilutive effect of outstanding RSUs is calculated using the treasury stock method, which includes consideration of share-based compensation required by GAAP. As we reported a net loss for the three and nine months ended September 30, 2017 and 2016, both basic and diluted net loss per share are the same. For the three and nine months ended September 30, 2017, the dilutive effect of 0.8 million of our common shares subject to RSUs were excluded from the computation of diluted net loss per share, as the RSUs do not participate in losses. For the three and nine months ended September 30, 2016, the dilutive effect of 0.5 million of our common shares subject to RSUs were excluded from the computation of diluted net loss per share. For the three and nine months ended September 30, 2017 and 2016, the potential common shares contingently issuable upon the conversion of the Convertible Senior Notes were also excluded from the computation of diluted net loss per share as we have the intent and ability to settle the obligations in cash or, as with the 2019 Convertible Notes and the 2022 Convertible Notes, they were not convertible as of the end of the period. For the three and nine months ended September 30, 2017, the potential common shares issuable upon the redemption of 5.8 million OP Units were excluded from the computation of diluted net loss per share. For the three and nine months ended September 30, 2016, the potential common shares issuable upon the redemption of 6.4 million OP Units were excluded from the computation of diluted net loss per share. The OP Units are excluded from the computation of diluted net loss per share because their inclusion would have an antidilutive effect. |
Shareholders_ Equity
Shareholders’ Equity | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Shareholders’ Equity | Note 8. Shareholders’ Equity Share-Based Compensation In connection with the SWAY Merger, we assumed (1) the Starwood Waypoint Residential Trust Equity Plan (the “Equity Plan”), which provided for the issuance of our common shares and common share-based awards to persons providing services to us, including without limitation, our trustees, officers, advisors, and consultants and employees of the Manager, (2) the Starwood Waypoint Residential Trust Manager Equity Plan (the “Manager Equity Plan” and, together with the Equity Plan, the “Equity Plans”), which provided for the issuance of our common shares and common share-based awards to the Manager, and (3) the Starwood Waypoint Residential Trust Non-Executive Trustee Share Plan (the “Non-Executive Trustee Share Plan”), which provided for the issuance of common shares and common share-based awards to our independent trustees. All unvested RSUs and restricted shares issued pursuant to the Equity Plans and the Non-Executive Trustee Share Plan prior to the SWAY Merger became fully vested upon the completion of the SWAY Merger. The Manager Equity Plan was terminated in connection with the completion of the SWAY Merger on January 5, 2016. In May 2017, our shareholders approved an amendment to the Equity Plan (i) increasing the number of our common shares available to be awarded under the Equity Plan by 2,500,000 and (ii) changing the name of the Equity Plan to the Colony Starwood Homes Equity Plan. Under the Equity Plan, during the nine months ended September 30, 2017, we granted 405,829 RSUs to certain employees, which vest over three years, 118,151 RSUs vested and 7,076 RSUs were forfeited. Under the Non-Executive Trustee Share Plan, during the nine months ended September 30, 2017, we granted 36,239 restricted shares to our non-executive trustees, including 9,449 restricted shares that were granted to non-executive members of our board of trustees in lieu of trustee fees with an aggregate grant value of approximately $0.3 million and 14,870 restricted shares that were granted to trustees for services rendered to the special transaction committee in connection with the Proposed Mergers with an aggregate grant value of approximately $0.5 million, 39,663 shares vested and no shares were forfeited. The remaining 11,920 awards of restricted shares vest in one annual installment in May 2018. We have both time-vested and performance-based RSUs. Time-vested RSUs are awarded to eligible grantees and entitle the grantee to receive common shares at the end of a vesting period. The completion of the Proposed Mergers alone will not cause an acceleration of the vesting of the time-vested RSUs. However, the occurrence of certain other conditions, in addition to the completion of the Proposed Mergers, may cause an acceleration of vesting of certain of the time-vested RSUs. The maximum number of time-vested RSUs subject to such conditions is 588,447 as of September 30, 2017. Included in the RSUs granted in the nine months ended September 30, 2017 are 164,817 performance-based RSUs granted to our senior executives, the payment of which is subject to performance and market vesting (“Performance Shares”). The number of common shares, if any, deliverable to award recipients depends on our performance during the three-year period (the “Performance Period”) that commenced on January 1, 2017 and that ends on December 31, 2019. Performance for (1) one-third of the Performance Shares will be based on our aggregate three-year Same Store Core NOI absolute growth (as defined in the applicable award agreements) during the Performance Period, (2) one-third of the Performance Shares will be based on our total shareholder return during the Performance Period (the “Shareholder Return”) as compared to the return on the SNL US REIT Multifamily Index during the Performance Period and (3) one-third of the Performance Shares will be based on the absolute Shareholder Return. The number of RSUs granted, for accounting purposes, assumes achievement of target performance for each of the three measurement criteria. The minimum number of RSUs that could be earned pursuant to the Performance Shares, upon achievement of the threshold criteria, is 41,190 and the maximum number of RSUs that could be earned pursuant to the Performance Shares is 288,450. The amended award agreements for the Performance Shares include change of control provisions, in which case the Performance Shares will vest based on our actual performance from the beginning of the Performance Period through the date of the change of control. The completion of the Proposed Mergers will constitute a change of control under the amended award agreements and cause an acceleration of the vesting of the Performance Shares. After giving effect to activity described above and summarized in the table below, as of September 30, 2017, we have 3,266,771 and 90,776 shares available for grant for the Equity Plan and Non-Executive Trustee Share Plan, respectively. The following table summarizes our RSU and restricted share award activity during the nine months ended September 30, 2017: Non-Executive Equity Plan Trustee Share Plan Total Weighted- Weighted- Weighted- Average Average Average Grant Restricted Grant Grant Units Fair Value Shares Fair Value Shares Fair Value Nonvested shares, December 31, 2016 472,662 $ 24.34 15,344 $ 22.81 488,006 $ 24.29 Granted 405,829 $ 30.71 36,239 $ 33.97 442,068 $ 30.98 Vested (118,151 ) $ 24.34 (39,663 ) $ 29.78 (157,814 ) $ 25.71 Forfeited (7,076 ) $ 29.32 — $ — (7,076 ) $ 29.32 Nonvested shares, September 30, 2017 753,264 $ 27.73 11,920 $ 33.56 765,184 $ 27.82 During the three and nine months ended September 30, 2017, we recorded $2.4 million and $5.6 million of share-based compensation expense, respectively, in our condensed consolidated statements of operations. During the three and nine months ended September 30, 2016, we recorded $0.8 million and $1.9 million of share-based compensation expense, respectively, in our condensed consolidated statements of operations. As of September 30, 2017, we had $17.0 million of total unrecognized compensation cost related to unvested RSUs and restricted shares, which is expected to be recognized over a weighted-average period of 2.4 years. Since April 2017, we have offered our employees the opportunity for share ownership pursuant to the 2017 Employee Stock Purchase Plan. During the three and nine months ended September 30, 2017, we issued 5,479 shares and 5,479 shares, respectively, and expensed approximately $17,000 and $45,000, respectively, of share-based compensation pursuant to this plan. There were no shares issued or expenses recorded pursuant to this plan in the corresponding periods in 2016. Equity Transactions As discussed in Note 1. Organization and Operations In June 2017, we completed a registered underwritten public offering of 26,488,165 of our common shares. We sold 15,054,978 common shares and certain selling shareholders sold 11,433,187 common shares. The selling shareholders included affiliates of Colony NorthStar, Inc. The resulting net proceeds to us from the offering were approximately $521.2 million, after deducting offering expenses payable by us. We contributed the net proceeds from the offering to our operating partnership in exchange for OP Units. Our operating partnership used the net proceeds from the offering to fund a portion of the GI Portfolio Acquisition, to repay certain of our existing indebtedness and for general corporate purposes. We did not receive any of the proceeds from the sale of common shares by the selling shareholders. In March 2017, we completed a registered underwritten public offering of 23,088,424 of our common shares. We sold 11,105,465 common shares and certain selling shareholders sold 11,982,959 common shares. The selling shareholders included affiliates of Colony NorthStar, Inc. and Starwood Capital Group. The resulting net proceeds to us from the offering were approximately $348.8 million, after deducting the underwriting discount and other offering expenses payable by us. We contributed the net proceeds from the offering to our operating partnership in exchange for OP Units. Our operating partnership used the net proceeds from the offering to fund acquisitions, to repay certain of our existing indebtedness and for general corporate purposes. We did not receive any of the proceeds from the sale of common shares by the selling shareholders. During the nine months ended September 30, 2017, Starwood Capital Group has exchanged 550,176 OP Units for the same number of our common shares. The effect of this redemption on additional paid-in capital in the condensed consolidated balance sheet is as follows: Three Months Ended Nine Months Ended September 30, September 30, (In thousands) 2017 2016 2017 2016 Net loss attributable to common shareholders $ (23,159 ) $ (10,900 ) $ (35,555 ) $ (70,774 ) Transfers from the noncontrolling interest: Increase in additional paid-in capital for exchange of OP Units for common shares — — 18,008 — Change from net loss attributable to Starwood Waypoint Homes shareholders and transfer from the noncontrolling interest $ (23,159 ) $ (10,900 ) $ (17,547 ) $ (70,774 ) In January 2016, our board of trustees authorized a $100.0 million increase and an extension to our share repurchase program (the “2015 Program”). The 2015 Program expired in May 2017. Under the 2015 Program, we could have repurchased up to $250.0 million of our outstanding common shares. During the nine months ended September 30, 2017, we did not repurchase any of our common shares. As of September 30, 2017, we can no longer repurchase our outstanding common shares under this program. The following table summarizes our dividends declared from January 1, 2016 through September 30, 2017: Total Amount Paid Record Date Amount per Share Pay Date (millions) Q3-2017 September 29, 2017 $ 0.22 October 13, 2017 $ 29.6 Q2-2017 June 30, 2017 $ 0.22 July 14, 2017 $ 29.6 Q1-2017 March 31, 2017 $ 0.22 April 14, 2017 $ 26.3 Q4-2016 December 30, 2016 $ 0.22 January 13, 2017 $ 23.8 Q3-2016 September 30, 2016 $ 0.22 October 14, 2016 $ 23.8 Q2-2016 June 30, 2016 $ 0.22 July 15, 2016 $ 23.8 Q1-2016 March 31, 2016 $ 0.22 April 15, 2016 $ 23.9 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Note 9. Related-Party Transactions Management Services As the managing member of a joint venture with Fannie Mae (see Note 4. Investments in Unconsolidated Joint Ventures In connection with the SWAY Merger and Internalization, we assumed a management agreement with Waypoint Real Estate Group HoldCo, LLC (“Waypoint Manager”), under which we earned fees and were reimbursed for certain expenses in exchange for the operation and management of properties owned by multiple private funds. Certain of our officers and employees have minority ownership interests in Waypoint Manager. The management agreement between us and Waypoint Manager was terminated in connection with the GI Portfolio Acquisition in June 2017. For the three months ended September 30, 2017, no management fees and expense reimbursements were earned under this agreement. For the three months ended September 30, 2016, management fees and expense reimbursements under this agreement totaled approximately $2.4 million. For the nine months ended September 30, 2017 and 2016, management fees and expense reimbursements under this agreement totaled approximately $4.1 million and $6.8 million, respectively, and are included in other income in the accompanying condensed consolidated statements of operations. GI Portfolio Acquisition In June 2017, we completed a transaction to purchase the GI Portfolio of 3,106 homes from Waypoint/GI Ventures LLC for approximately $814.9 million. Waypoint/GI Ventures LLC is managed by the Waypoint Manager, in which certain of our officers and employees have minority interests. The management agreement between us and Waypoint Manager was terminated in connection with the GI Portfolio Acquisition. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 10. Fair Value Measurements GAAP establishes a hierarchy of valuation techniques based on the observability of inputs utilized in measuring financial assets and liabilities at fair values (see Note 2. Basis of Presentation and Significant Accounting Policies Our interest rate derivative contracts are recorded at fair value on a recurring basis and are classified as Level II. See Note 11. Derivatives and Hedging Our assets measured at fair value on a nonrecurring basis are those assets for which we have recorded impairments. See Note 2. Basis of Presentation and Significant Accounting Policies The assets for which we have recorded impairments, measured at fair value on a nonrecurring basis, are summarized below (in thousands): Three Months Ended Nine Months Ended September 30, September 30, Residential real estate held for sale (Level III) 2017 2016 2017 2016 Pre-impairment carrying amount $ 2,574 $ 5,224 $ 8,836 $ 7,230 Impairment of real estate assets (293 ) (356 ) (950 ) (530 ) Fair value $ 2,281 $ 4,868 $ 7,886 $ 6,700 For a summary of our real estate activity during the nine months ended September 30, 2017, refer to Note 3. Single-Family Real Estate Investments. We have not elected the fair value option for any of our financial instruments. Fair values of cash and cash equivalents, resident and other receivables, restricted cash and purchase deposits approximate carrying values due to their short-term nature. The following table presents the fair value of our financial instruments not carried at fair value in the condensed consolidated balance sheets (in thousands): September 30, 2017 December 31, 2016 Carrying Fair Carrying Fair Value Value Value Value Assets carried at historical cost on the condensed consolidated balance sheet Non-performing loans (Note 14) Level III $ 1,848 $ 1,848 $ 5,837 $ 5,837 Asset-backed securitization certificates Level III 153,115 153,115 141,103 141,103 Total $ 154,963 $ 154,963 $ 146,940 $ 146,940 Liabilities carried at historical cost on the condensed consolidated balance sheet Revolving credit facilities Level III $ — $ — $ 108,501 $ 108,501 Master repurchase facility (Note 14) Level III — — 19,286 19,286 Mortgage loans (1) Level III 3,488,793 3,496,706 3,383,157 3,383,157 Convertible senior notes (1) Level III 578,602 555,942 402,500 397,484 Total $ 4,067,395 $ 4,052,648 $ 3,913,444 $ 3,908,428 (1) The carrying values of the mortgage loans and convertible senior notes exclude deferred financing costs and unamortized discounts. We determined the fair value for NPLs, at the time of the SWAY Merger, by using a discounted cash flow valuation model and considering alternate loan resolution probabilities, including modification, liquidation or conversion to rental property or a bulk sale of the portfolio. The carrying values of our asset-backed securitization certificates, revolving credit facilities, master repurchase agreement and secured term loan and mortgage loans approximate their fair values as they were recently obtained or have had their terms recently amended, or their interest rates reflect market rates since they are indexed to LIBOR. The fair value of our mortgage loans is estimated by using a discounted cash flow methodology based on market interest rate data and other market factors available at the end of the period. The fair value of our convertible senior notes is estimated by discounting the contractual cash flows at the interest rate we estimate such notes would bear if sold in the current market. |
Derivatives and Hedging
Derivatives and Hedging | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging | Note 11. Derivatives and Hedging Our objective in using derivative instruments is to manage our exposure to interest rate movements impacting interest expense on our borrowings. We use interest rate caps and swaps to hedge the variable cash flows associated with our existing variable-rate Loans, revolving credit facility and secured term loan. The interest rate swaps we have entered into involve the receipt of variable-rate interest amounts from a counterparty in exchange for us making payments based on a fixed interest rate over the life of the swap contracts. Designated Hedges We entered into interest rate caps to limit the exposure of increases in interest rates on our LIBOR-indexed debt (see Note 6. Debt We entered into interest rate swap contracts that effectively convert $2.6 billion of floating rate debt to fixed rate debt. The table below summarizes our interest rate swap contracts as of September 30, 2017 (dollars in thousands): Counterparty Notional Amount Effective Date Maturity Date Strike Rate Index JPMorgan $ 800,000 March 15, 2017 March 15, 2018 0.85200% One-month LIBOR JPMorgan 800,000 March 15, 2018 March 15, 2019 1.09800% One-month LIBOR Morgan Stanley 800,000 March 15, 2017 March 15, 2018 0.80450% One-month LIBOR Morgan Stanley 800,000 March 15, 2018 March 15, 2019 1.05500% One-month LIBOR JPMorgan 450,000 July 15, 2017 July 15, 2018 0.93250% One-month LIBOR JPMorgan 450,000 July 15, 2018 July 15, 2019 1.11750% One-month LIBOR JPMorgan 450,000 July 15, 2019 July 15, 2020 1.29850% One-month LIBOR JPMorgan 450,000 July 15, 2020 July 15, 2021 1.47250% One-month LIBOR JPMorgan 550,000 January 15, 2017 January 15, 2018 1.04050% One-month LIBOR JPMorgan 550,000 January 15, 2018 January 15, 2019 1.57650% One-month LIBOR JPMorgan 550,000 January 15, 2019 January 15, 2020 1.92850% One-month LIBOR JPMorgan 550,000 January 15, 2020 January 15, 2021 2.12950% One-month LIBOR JPMorgan 550,000 January 15, 2021 July 15, 2021 2.23250% One-month LIBOR Goldman Sachs 800,000 March 15, 2019 March 15, 2022 2.20625% One-month LIBOR In connection with certain interest rate swap contracts, we have posted cash collateral with the counterparties which amounted to $21.1 million as of September 30, 2017. Changes in fair value of the designated portion of our interest rate caps and swaps that qualify for hedge accounting, which includes all of our interest rate swaps and none of our interest rate caps, are recorded in other comprehensive loss, resulting in unrealized losses of $0.4 million and unrealized gains of $9.2 million for the three months ended September 30, 2017 and 2016, and unrealized losses of $5.8 million and $7.6 million for the nine months ended September 30, 2017 and 2016, respectively. In addition, reclassifications from other comprehensive loss, including amounts resulting from the de-designation of interest rate caps, resulted in a $2.2 million decrease in interest expense and a $1.2 million increase in interest expense for the three months ended September 30, 2017 and 2016; interest expense decreased by $2.0 million and increased by $3.1 million for the nine months ended September 30, 2017 and 2016 respectively. During the next 12 months, we estimate that an additional $10.4 million will be reclassified from accumulated other comprehensive income to earnings. Non-Designated Hedges Non-designated hedges are derivatives that do not meet the criteria for hedge accounting or for which we did not elect to designate as accounting hedges. We do not enter into derivative transactions for speculative or trading purposes, but to manage the economic risk of changes in interest rates. Changes in the fair value of derivatives not designated as accounting hedges are recorded in other loss, net in the condensed consolidated statements of operations. We are party to a number of interest rate caps that are not designated as accounting hedges. For the three months ended September 30, 2017 and 2016, unrealized losses of $8,000 and $18,000, respectively, are included in other loss, net in the condensed consolidated statements of operations related to our non-designated interest rate caps. For the nine months ended September 30, 2017 and 2016, unrealized losses of $0.2 million and $0.1 million, respectively, are included in other loss, net in the condensed consolidated statements of operations related to our non-designated interest rate caps. The fair values of derivative instruments included in other assets, net and other liabilities in our condensed consolidated balance sheets are as follows: September 30, 2017 December 31, 2016 Asset Derivatives Liability Derivatives Asset Derivatives Liability Derivatives (In thousands) Notional Amount Estimated Fair Value Notional Amount Estimated Fair Value Notional Amount Estimated Fair Value Notional Amount Estimated Fair Value Derivatives designated as hedging instruments: Interest rate caps $ — $ — $ — $ — $ 440,292 $ — $ — $ — Interest rate swaps 6,100,000 22,862 2,450,000 (6,624 ) 2,050,000 25,708 — — Total derivatives designated as hedging instruments 6,100,000 22,862 2,450,000 (6,624 ) 2,490,292 25,708 — — Derivatives not designated as hedging instruments: Interest rate caps 4,055,773 45 — — 3,448,671 64 — — Total derivatives not designated as hedging instruments 4,055,773 45 — — 3,448,671 64 — — Total $ 10,155,773 $ 22,907 $ 2,450,000 $ (6,624 ) $ 5,938,963 $ 25,772 $ — $ — |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12. Income Taxes Our TRSs are subject to corporate level federal, state and local income taxes. The following is a summary of our income tax expense: Three Months Ended Nine Months Ended September 30, September 30, (In thousands) 2017 2016 2017 2016 Current Federal $ 200 $ (68 ) $ 200 $ 7 State 159 229 495 480 Total current tax expense 359 161 695 487 Deferred Federal — — — — State — — — — Total deferred tax expense — — — — Total income tax expense $ 359 $ 161 $ 695 $ 487 Deferred tax assets and liabilities arise from temporary differences in income recognition for GAAP and tax purposes, primarily related to our investments in real estate. As of September 30, 2017 and December 31, 2016, we had no deferred tax assets or liabilities. |
Defined Contribution Plans
Defined Contribution Plans | 9 Months Ended |
Sep. 30, 2017 | |
Compensation And Retirement Disclosure [Abstract] | |
Defined Contribution Plans | Note 13. Defined Contribution Plans We maintain a 401(k) retirement savings plan for all employees that meet certain minimum employment criteria. The plan provides that the participants may defer eligible compensation on a pre-tax basis subject to certain maximum amounts specified in the Code. We make matching contributions in amounts equal to 50.0% of the employee’s contribution to the plan, up to a maximum of 6.0% of contributed compensation. Additional discretionary contributions in an amount to be determined by our board of trustees may also be made for each plan year. For the three months ended September 30, 2017 and 2016, our expense related to the plan was $0.1 million and $0.2 million, and for the nine months ended September 30, 2017 and 2016, our expense related to the plan was $0.6 million and $0.7 million, respectively. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2017 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Discontinued Operations | Note 14. Discontinued Operations We account for discontinued operations in accordance with ASC 205-20, Presentation of Financial Statements—Discontinued Operations. Only disposals representing a strategic shift in operations that have a major effect on a company’s operations and financial results may be presented as discontinued operations. From time-to-time and in the normal course of business, we dispose of individual real estate assets in order to optimize the performance of our portfolio of real estate assets. We have concluded that these individual dispositions do not qualify for discontinued operations reporting as they do not represent, individually or in aggregate, a strategic shift that will have a major effect on our operations and financial results. Our real estate assets that meet the held-for-sale criteria as of September 30, 2017 and December 31, 2016 are classified as real estate assets held for sale, net in the condensed consolidated balance sheets. On May 4, 2016, our board of trustees approved a strategic shift to exit the NPL business acquired as a result of the SWAY Merger. The disposal of the assets and liabilities of our NPL business represents a strategic shift in operations and is expected to have a major effect on our operations and financial results and therefore the results of operations are presented separately as discontinued operations in all periods presented in the condensed consolidated statements of operations. The sale price was $265.3 million resulting in a gain on sale, net of selling costs, of approximately $3.5 million. The following table summarizes transactions resulting in income and expense within our NPL business for the three and nine months ended September 30, 2017 and 2016: Three Months Ended Nine Months Ended September 30, September 30, (in thousands) 2017 2016 2017 2016 Realized gain on non-performing loans $ 82 $ 10,096 $ 204 $ 13,485 Realized gain on loan conversions 184 2,798 1,515 12,852 Net (loss) gain on sales of real estate and other income and expenses, net (474 ) (762 ) 730 935 Interest expense — (1,488 ) (45 ) (5,254 ) Non-performing loan management fees and expenses (1,776 ) (10,195 ) (4,609 ) (29,386 ) (Loss) income from discontinued operations, net $ (1,984 ) $ 449 $ (2,205 ) $ (7,368 ) The assets and liabilities are presented separately as assets held for sale and liabilities related to assets held for sale in the condensed consolidated balance sheets. The following table summarizes the components of such assets and related liabilities as of September 30, 2017 and December 31, 2016: As of As of (in thousands) September 30, 2017 December 31, 2016 Non-performing loans $ 1,848 $ 5,837 Real estate properties, net 16,063 54,113 Other assets 1,674 16,920 Assets held for sale $ 19,585 $ 76,870 Master repurchase facility $ — $ 19,286 Accounts payable and other liabilities 242 6,209 Liabilities related to assets held for sale $ 242 $ 25,495 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 15. Commitments and Contingencies Insurance Policies Pursuant to the terms of our credit facility agreements and mortgage loan agreements (see Note 6. Debt Effects of Hurricane Irma and Hurricane Harvey Hurricane Harvey made landfall along the coast of Texas on August 25, 2017. Hurricane Irma made landfall in Southern Florida on September 10, 2017, traveled through Florida and was downgraded to a tropical storm before entering Georgia. Our current assessment is that approximately 29% of our 19,645 properties in the impacted markets sustained damage, primarily limited to roofing, fencing, and landscaping issues, and a total of 25 properties incurred severe damage, which rendered the properties uninhabitable. We have recorded $17.4 million in estimated damages to our properties from these two hurricanes, which is reflected as a reduction in the carrying value of the affected properties and included in buildings and building improvements in the condensed consolidated balance sheet. Our insurance policies provide coverage for wind damage, flood damage and business interruption, but are subject to deductibles and other terms and conditions. Of the foregoing estimated damages, $4.6 million is deemed to be recoverable through our insurance policies, and is included in other assets, net in the condensed consolidated balance sheet. Total casualty losses and hurricane-related damages of $12.8 million, net of expected insurance recoveries, are included in impairment and other expense in the condensed consolidated statements of operations. Purchase Commitments As of September 30, 2017, we had executed multiple agreements to purchase a total of 498 properties for an aggregate purchase price of $121.4 million. Legal and Regulatory Litigation Relating to the Proposed Mergers Two putative class actions have been filed by our purported shareholders challenging the Proposed Mergers. The first suit, styled as Berg v. Starwood Waypoint Homes, et al., No. 1:17-cv-02896, was filed in the United States District Court for the District of Maryland on September 29, 2017, and is against us, our operating partnership, our trustees, INVH, INVH LP and REIT Merger Sub (the “Berg Lawsuit”). The second suit, styled as Bushansky v. Starwood Waypoint Homes, et al., No. 1:17-cv-02936, was filed in the United States District Court for the District of Maryland on October 4, 2017, and is against us, our operating partnership and our trustees (the “Bushansky Lawsuit” and, collectively with the Berg Lawsuit, the “Lawsuits”). The Lawsuits allege that we and our trustees violated Section 14(a) of the Securities and Exchange Act of 1934, as amended (“Exchange Act”), SEC Investigation “In the Matter of Certain Single Family Rental Securitizations” Radian Group Inc. (“Radian”), the indirect parent company of Green River Capital LLC (“GRC”), which is a service provider that provides certain BPOs to us, disclosed in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017 that GRC had received a letter in March 2017 from the staff of the SEC stating that it is conducting an investigation captioned “In the Matter of Certain Single Family Rental Securitizations” and requesting information from market participants. Radian disclosed that the letter asked GRC to provide information regarding BPOs that GRC provided on properties included in single family rental securitization transactions (“Securitizations”). In September 2017, we received a letter from the staff of the SEC stating that it is conducting an investigation captioned “In the Matter of Certain Single Family Rental Securitizations.” The letter enclosed a subpoena that requests the production of certain documents and communications related to our Securitizations (and those of our predecessors), respectively, including, without limitation: transaction documents and offering materials; agreements with providers of BPOs and/or due diligence services for Securitizations; identification of employees primarily responsible for handling BPOs; documents provided to rating agencies or third-party BPO providers regarding capital expenditures and/or renovation costs for properties underlying Securitizations; communications with certain transaction parties regarding BPOs in Securitizations; and documents regarding BPO orders and documents and communications with BPO providers regarding requests that a BPO be reviewed, re-done, analyzed, modified, corrected and/or adjusted. The SEC’s letter indicates that its investigation is a fact-finding inquiry to determine whether there have been any violations of the federal securities laws and does not mean that the SEC has a negative opinion of any person or security. As the SEC’s investigation is ongoing, we cannot currently predict the timing, the outcome or the scope of such investigation. We are cooperating with the SEC. We understand that other transaction parties in securitizations have received requests in this matter. See the risk factor entitled “SEC investigation “In the Matter of Certain Single Family Rental Securitizations”” in Exhibit 99.1 to this Quarterly Report on Form 10-Q. Litigation Relating to the SWAY Merger Between October 26, 2015 and October 28, 2015, our board of trustees received two litigation demand letters on behalf of our purported shareholders. The letters alleged, among other things, that our trustees breached their fiduciary duties by approving the SWAY Merger and the Internalization, and demanded that our board of trustees take action, including by pursuing litigation against our trustees. Our board of trustees referred these letters to the special committee of our board of trustees formed in connection with the Internalization for review and a recommendation. On November 5, 2015, after considering the allegations made in the letters, and upon the recommendation of the special committee, our board of trustees (with Barry Sternlicht, Douglas R. Brien and Andrew J. Sossen recusing themselves) voted to reject the demands. On October 30, 2015, a putative class action was filed by one of our purported shareholders (“Plaintiff”) against us, our trustees, the Manager, SWAY Holdco, LLC, Starwood Capital Group and CAH (“Defendants”) challenging the SWAY Merger and the Internalization. The case is captioned South Miami Pension Plan v. Starwood Waypoint Residential Trust, et al., Circuit Court for Baltimore City, State of Maryland, Case No. 24C15005482. The complaint alleged, among other things, that some or all of our trustees breached their fiduciary duties by approving the SWAY Merger and the Internalization, and that the other defendants aided and abetted those alleged breaches. The complaint also challenged the adequacy of the public disclosures made in connection with the SWAY Merger and the Internalization. Plaintiff sought, among other relief, an injunction preventing our shareholders from voting on the Internalization or the SWAY Merger, rescission of the transactions contemplated by the SWAY Merger Agreement, and damages, including attorneys’ fees and experts’ fees. On December 4, 2015, Plaintiff filed a motion seeking a preliminary injunction preventing our shareholders from voting on whether to approve the SWAY Merger and the Internalization. On December 16, 2015, the day before the shareholder vote, the Court denied Plaintiff’s preliminary injunction motion. Plaintiff thereafter notified the Defendants that it intended to file an amended complaint. Plaintiff filed its amended complaint on February 3, 2016, asserting substantially similar claims and seeking substantially similar relief as in its earlier complaint. In response, Defendants filed a motion to dismiss the amended complaint on March 21, 2016, on which the Court held a hearing June 1, 2016. We believe that this action has no merit and intend to defend vigorously against it. From time to time, we are party to claims and routine litigation arising in the ordinary course of our business. We do not believe that the results of any such claims or litigation individually or in the aggregate will have a material adverse effect on our business, financial position or results of operations. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16. Subsequent Events Dividend Declaration On October 13, 2017, our board of trustees declared a pro-rata quarterly dividend of $0.11 per common share. Payment of the dividend was made on November 7, 2017 to shareholders of record at the close of business on October 24, 2017. Acquisition and Disposition of Homes Subsequent to September 30, 2017, we have continued to purchase and sell properties in the normal course of business. For the period from October 1, 2017 through October 31, 2017, we purchased 129 properties with an aggregate acquisition cost of approximately $30.5 million. For the period from October 1, 2017 through October 31, 2017, we sold 69 properties with a gross aggregate selling price of $13.8 million. Settlement of the 2017 Convertible Notes On October 15, 2017, the 2017 Convertible Notes matured. As certain of the 2017 Convertible Notes were converted prior to maturity, we settled the outstanding balance of the 2017 Convertible Notes with a combination of $3.6 million in cash and the issuance of 23,026 common shares on October 16, 2017. Prepayment of CAH 2014-2 Mortgage Loan On October 25, 2017, we voluntarily reduced the outstanding principal balance of the CAH 2014-2 mortgage loan by $50.0 million. |
Basis of Presentation and Sig25
Basis of Presentation and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying interim condensed consolidated financial statements are unaudited. These interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the applicable rules and regulations of the SEC for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The December 31, 2016 condensed consolidated balance sheet was derived from our audited financial statements as of that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. The condensed consolidated financial statements include our accounts and those of our wholly and majority owned subsidiaries. Intercompany amounts have been eliminated. The accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments of a normal recurring nature considered necessary to state fairly our financial position as of September 30, 2017, and the results of operations and comprehensive loss for the three and nine months ended September 30, 2017 and 2016 and cash flows for the nine months ended September 30, 2017 and 2016. The interim results for the three and nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017, or for any other future annual or interim period. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations, Quantitative and Qualitative Disclosures About Market Risk We consolidate entities in which we retain a controlling financial interest or entities that meet the definition of a variable interest entity (“VIE”) for which we are deemed to be the primary beneficiary. In performing our analysis of whether we are the primary beneficiary, at initial investment and at each quarterly reporting period, we consider whether we individually have the power to direct the activities of the VIE that most significantly affect the entity’s economic performance and also have the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The determination of whether an entity is a VIE, and whether we are the primary beneficiary, involves significant judgments, including the determination of which activities most significantly affect the entities’ performance, estimates about the current and future fair values and performance of assets held by the VIE and/or general market conditions. As described in Note 6. Debt As described in Note 4. Investments in Unconsolidated Joint Ventures Non-controlling interests represent (1) the portion of the equity (net assets) in Prime that is not attributable, directly or indirectly, to us and (2) the interests in our operating partnership held by Starwood Capital Group. Non-controlling interests are presented as a separate component of equity in the condensed consolidated balance sheets. In addition, the accompanying condensed consolidated statements of operations include the allocation of the net income or loss attributable to the non-controlling interest holders. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires us 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 financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The most significant estimates that we make are of the fair value of our properties with regards to impairment. While property values are typically not a highly subjective estimate on a per-unit basis, given the usual availability of comparable property sale and other market data, these fair value estimates significantly affect the condensed consolidated financial statements, including (1) whether certain assets are identified as being potentially impaired and then, if deemed to be impaired, the amount of the resulting impairment charges and (2) the allocation of purchase price to individual assets acquired as part of a pool, which have a significant impact on the amount of gain or loss recognized from a subsequent sale, and the subsequent impairment assessment, of individual assets. As described further below in the description of our significant accounting policies, we determined the fair value of NPLs, at the time of the SWAY Merger, by using a discounted cash flow valuation model, which is significantly informed by the fair value of the underlying collateral property, and also applied the estimated effect of a bulk sale of the portfolio. These estimates of fair value are determined using methodologies similar to those described below. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash in banks and short-term investments. Short-term investments are comprised of highly liquid instruments with original maturities of three months or less. We maintain our cash and cash equivalents in multiple financial institutions with high credit quality in order to minimize our credit loss exposure. At times, these balances exceed federally insurable limits. |
Restricted Cash | Restricted Cash Restricted cash is primarily comprised of resident security deposits held by us and rental revenues held in accounts controlled by lenders on our debt facilities, as well as cash collateral held by the counterparties to certain of our interest rate swap contracts. |
Investments in Real Estate | Investments in Real Estate Effective in the fourth quarter of 2016, we adopted Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (see Recent Accounting Pronouncements below) . Under the revised framework, acquisitions of properties or portfolios of properties are considered asset acquisitions, rather than business combinations, regardless of whether there is a lease in place, because substantially all of the fair value of the acquired assets is concentrated in a single identifiable asset or group of similar identifiable assets. As a result, we account for acquisitions and dispositions of properties as purchases or disposals of assets, rather than businesses. Prior to the adoption of this standard, w e evaluated each purchase transaction to determine whether the acquired assets met the definition of a business within the scope of ASC Topic 805, Business Combinations . We recorded properties acquired with an existing lease as a business combination. For property acquisitions accounted for as business combinations, the land, building and improvements and the existing lease were recorded at fair value at the date of acquisition, with acquisition costs expensed as incurred. We accounted for properties acquired not subject to an existing lease as an asset acquisition, with the property recorded at the purchase price, including acquisition costs, allocated among land, building and improvements based upon their relative fair values at the date of acquisition. Transaction costs related to acquisitions that were not deemed to be businesses were included in the cost basis of the acquired assets. We determine fair value in accordance with ASC Topic 820, Fair Value Measurements and Disclosures The nature of our business requires that in certain circumstances properties are acquired subject to existing liens. Liens that are expected to be extinguished in cash are estimated and accrued on the date of acquisition and recorded as a cost of the property. Expenditures that improve or extend the life of an acquired property, including construction overhead, personnel and other allocated direct costs, along with related holding costs during the renovation period are capitalized and depreciated over their estimated useful life. Expenditures for ordinary maintenance and repairs are expensed to operations as incurred. We capitalize certain costs incurred in connection with successful property acquisitions and associated stabilization activities, including tangible property improvements and replacements of existing property components. Included in these capitalized costs are certain personnel costs associated with time spent by certain personnel in connection with the planning and execution of all capital additions activities at the property level as well as third-party acquisition fees. Capitalized indirect costs are allocations of certain department costs, including personnel costs, that directly relate to capital additions activities. We also capitalize property taxes, insurance, interest and homeowners’ association (“HOA”) fees during periods in which property stabilization is in progress. We expense costs that do not relate to capital additions activities, including ordinary repairs, maintenance, resident turnover costs and general and administrative expenses. |
Real Estate Held for Use | Real Estate Held for Use We evaluate our long-lived assets for impairment periodically or whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Examples of such events and changes in circumstances include, but are not limited to, significant and persistent declines in property values, rental rates and occupancy percentages, as well as significant macroeconomic changes in the economy. from the use and eventual disposition of the property The process whereby we assess our properties for impairment requires significant judgment and assessment of factors that are, at times, subject to significant uncertainty. We evaluate multiple information sources and perform a number of internal analyses, each of which are important components of our process with no one information source or analysis being necessarily determinative. Since impairment of properties classified as held for use in our operations is evaluated on the basis of undiscounted cash flows, the carrying values of certain properties may exceed their fair value but no impairment loss is recognized as long as the carrying values are recoverable from future cash flows. However, if properties classified as held for use were subsequently classified as held for sale, they would be required to be measured at the lower of their carrying value or their fair value less estimated costs to sell, and the resulting impairment losses could be material. |
Real Estate Held for Sale | Real Estate Held for Sale We evaluate our long-lived assets on a regular basis to ensure that individual properties still meet our investment criteria. If we determine that an individual property no longer meets our investment criteria, we make a decision to dispose of the property. We then market the property for sale and classify it as real estate held for sale in the condensed consolidated financial statements. The properties that are classified as real estate held for sale are reported at the lower of their carrying value or their fair value less estimated costs to sell and are no longer depreciated. For the three months ended September 30, 2017 and 2016, we recorded impairment charges of $0.3 million and $0.4 million |
Non-Performing Loans | Non-Performing Loans As a result of the SWAY Merger, we acquired a portfolio of NPLs held and administered through our joint venture with Prime. We have decided to exit the NPL business and we are currently marketing all remaining assets of the joint venture for disposition. The disposal of the assets and liabilities of our NPL business represents a strategic shift in operations and is expected to have a major effect on our operations and financial results and therefore the results of operations are presented separately as discontinued operations in all periods presented in the accompanying condensed consolidated statements of operations. Discontinued Operations We determined the fair value for NPLs, at the time of the SWAY Merger, by using a discounted cash flow valuation model and also applied the estimated effect of a bulk sale of the portfolio. When we convert loans into REO through foreclosure or other resolution processes and have obtained title to the property, the property is initially recorded at fair value. The fair value of these assets at the time of loan conversion is estimated using BPOs. Gains are recognized in earnings immediately when the fair value of the acquired property exceeds our recorded investment in the loan. Conversely, any excess of the recorded investment in the loan over the fair value of the property would be immediately recognized as a loss. In situations where property foreclosure is subject to an auction process and a third party submits the winning bid, we recognize the resulting gain or loss. All remaining NPL and REO assets are classified as assets held for sale in our condensed consolidated balance sheets and not depreciated. Upon the sale of REOs, we recognize the resulting gain or loss in (loss) income from discontinued operations, net in our condensed consolidated statements of operations. |
Leasing Costs | Leasing Costs We defer certain direct and indirect costs incurred to lease our properties and amortize them over the term of the lease, usually one year. Amortization of leasing costs is included in depreciation and amortization expense in our condensed consolidated statements of operations. |
Purchase Deposits | Purchase Deposits We routinely make various deposits relating to property acquisitions, including transactions where we have agreed to purchase a property subject to certain conditions being met before closing, such as satisfactory home inspections and title search results. Our purchase deposit balances are recorded in other assets, net in our condensed consolidated balance sheets. |
Derivative Financial Instruments | Derivative Financial Instruments We are exposed to certain risks arising from both our business operations and economic conditions. We principally manage our exposures to a wide variety of business and operational risks through the management of our core business activities. We manage economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of our debt funding and the use of derivative financial instruments. Specifically, we enter into derivative financial instruments to manage exposure that may arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. Our derivative financial instruments are used to manage differences in the amount, timing, and duration of our known or expected cash receipts and our known or expected cash payments, principally related to our borrowings. As required by ASC Topic 815, Derivatives and Hedging Derivatives not designated as hedges are derivatives that do not meet the criteria for hedge accounting under GAAP or for which we have not elected to designate as hedges. We do not use these derivatives for speculative purposes, but instead they are used to manage our exposure to interest rate changes. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in other (expense) income, net in our condensed consolidated statements of operations. |
Goodwill | Goodwill We test goodwill for impairment on an annual basis, or more frequently if circumstances indicate that goodwill carrying values may exceed their fair values. We perform this evaluation at the reporting unit level. As of October 31, 2016 (the date we elected as our annual goodwill impairment test), we were comprised of two operating segments and reporting units, which are represented by (1) our portfolio of properties and (2) our portfolio of NPLs owned by the joint venture with Prime. However, for financial reporting purposes, we are comprised of one reporting segment, because the Prime joint venture’s revenues, net loss and total assets are each less than 10% of our consolidated totals. As part of our goodwill impairment testing, we first assess a range of qualitative factors including, but not limited to, macroeconomic conditions, industry conditions, the competitive environment, changes in the market for our products and services, regulatory and political developments, and entity-specific factors such as strategies and financial performance when evaluating potential impairment for goodwill. If, after completing such assessment, it is determined that it is “more likely than not” that the fair value of a reporting unit is less than its carrying value, we proceed to a two-step impairment test, whereby the first step is comparing the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered to not be impaired and the second step of the test is not performed. The second step of the impairment test is performed when the carrying amount of the reporting unit exceeds the fair value, in which case the implied fair value of the reporting unit goodwill is compared with the carrying amount of that goodwill. If the carrying amount of the reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to the excess. Based on the results of our 2016 review, we qualitatively concluded that it was not more likely than not that the fair value of our reporting unit was less than its carrying value and therefore determined that goodwill was not impaired. |
Convertible Notes | Convertible Notes ASC Topic 470-20, Debt with Conversion and Other Options Debt |
Transfers of Financial Assets | Transfers of Financial Assets We may periodically sell our financial assets. In connection with these transactions, we may retain or acquire senior or subordinated interests in the related assets. Gains and losses on such transactions are recognized using the guidance in ASC Topic 860, Transfers and Servicing |
Revenue Recognition | Revenue Recognition Rental revenue, net of concessions, is recognized on a straight-line basis over the term of the lease. The initial term of our residential leases is generally one year, with renewals upon consent of both parties on an annual or monthly basis. We periodically evaluate the collectability of our resident and other receivables and record an allowance for doubtful accounts for any estimated probable losses. This allowance is estimated based on payment history and probability of collection. We generally do not require collateral other than resident security deposits. Our allowance for doubtful accounts was $2.9 million and $2.5 million as of September 30, 2017 and December 31, 2016, respectively. Bad debt expense amounts are recorded as property operating and maintenance expenses in the condensed consolidated statements of operations. During the three months ended September 30, 2017 and 2016, we incurred bad debt expense of $2.3 million and $2.4 million, respectively. During the nine months ended September 30, 2017 and 2016, we incurred bad debt expense of $6.2 million and $5.3 million, respectively. We recognize sales of real estate when a sale has closed, title has passed, adequate initial and continuing investment by the buyer is received, possession and other attributes of ownership have been transferred to the buyer, and we are not obligated to perform significant additional activities after closing. All these conditions are typically met at or shortly after closing. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share We use the two-class method to calculate basic and diluted earnings per common share (“EPS”) as our RSUs are participating securities as defined by GAAP. We calculate basic EPS by dividing net income (loss) attributable to common shareholders for the period by the weighted-average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution that could occur from shares issuable in connection with the RSUs, convertible senior notes, and redeemable OP Units, except when doing so would be anti-dilutive. |
Share-Based Compensation | Share-Based Compensation The fair value of our restricted shares and RSUs granted is recorded as expense over the vesting period for the award, with an offsetting increase in shareholders' equity. For grants to employees and trustees, the fair value of RSUs with only a service condition for vesting is determined based upon the share price on the grant date and expense is recognized on a straight-line basis. For RSUs with a performance condition for vesting, such as growth in net operating income, fair value is determined based upon the share price on the grant date and e xpense is recognized when it is probable the performance goal will be achieved. For RSUs with a market condition for vesting, such as growth in shareholder returns, fair value is estimated on the grant date using a binomial lattice model and expense is recognized on a straight-line basis. Performance goals are determined by our board of trustees. |
Income Taxes | Income Taxes We have elected to operate as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), and intend to comply with the Code with respect thereto. Accordingly, we will not be subject to federal income tax as long as certain asset, income, dividend distribution, and share ownership tests are met. Many of these requirements are technical and complex, and if we fail to meet these requirements, we may be subject to federal, state, and local income tax and penalties. A REIT's net income from prohibited transactions is subject to a 100% penalty tax. We have taxable REIT subsidiaries (“TRSs”) where certain investments may be made and activities conducted that (1) may have otherwise been subject to the prohibited transactions tax and (2) may not be favorably treated for purposes of complying with the various requirements for REIT qualification. The income, if any, within the TRSs is subject to federal and state income taxes as a domestic C corporation based upon the TRSs' net income. See Note 12. Income Taxes. |
Fair Value Measurement | Fair Value Measurement We estimate the fair value of financial assets and liabilities using the three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The three levels of inputs that may be used to measure fair value, as defined in ASC Topic 820, are as follows: Level I—Quoted prices in active markets for identical assets or liabilities. Level II—Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants would use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others. Level III—Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. We record certain financial instruments at fair value on a recurring basis when required by GAAP. Certain other real estate assets are measured at fair value on a non-recurring basis. We have not elected the fair value option for any other financial instruments, which are carried at cost with fair value disclosed where reasonably estimable (see Note 10. Fair Value Measurements |
Segment Information | Segment Information As of September 30, 2017, we are comprised of two operating segments, which are represented by (1) our portfolio of properties and (2) our portfolio of NPLs owned by the joint venture with Prime. However, for financial reporting purposes, we are comprised of one reportable segment, because the Prime joint venture’s revenues, net loss and total assets are each less than 10% of our consolidated total. |
Reclassification of Prior Period Amounts | Reclassification of Prior Period Amounts Certain line items in prior period financial statements have been reclassified to conform to the current period groupings. For the three months ended September 30, 2016, we reclassified $0.7 million of salaries and wages and other services from general and administrative to property management, $0.6 million of legal settlements from other expenses to general and administrative expense, net, and $2.0 million of adjustments for certain revenues (i.e. a reduction to revenues) from other property income to rental income in the condensed consolidated statements of operations. For the nine months ended September 30, 2016, we reclassified $2.0 million of salaries and wages and other services from general and administrative to property management, $0.2 million of services from general and administrative to real estate taxes, insurance and HOA costs, $0.4 million of legal settlements from general and administrative expenses to other expense, net, $1.1 million of bad debt expense from property operating and maintenance to rental income and other property income and $0.8 million of fees from property operating and maintenance to property management in the condensed consolidated statements of operations. In addition, for the three months ended March 31, 2017, we reclassified $1.8 million of adjustments for certain revenues from other property income to rental income in the condensed consolidated statements of operations. |
Geographic Concentrations | Geographic Concentrations We hold significant concentrations of properties in the following markets in excess of 10% of our total portfolio, based upon aggregate purchase price, and as such, are more vulnerable to any adverse macroeconomic developments in such areas: As of As of September 30, December 31, Market 2017 2016 Southern California 17 % 15 % Miami 10 % 12 % Atlanta 10 % 12 % Tampa 9 % 10 % |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. This new standard will be effective for annual reporting periods beginning after December 15, 2018 and interim periods within that reporting period with early adoption permitted. We do not anticipate that the adoption of this standard will have a material impact on our condensed consolidated financial statements In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting, This new standard will be effective for annual reporting periods beginning after December 15, 2017 and interim periods within that reporting period with early adoption permitted. We do not anticipate that the adoption of this standard will have a material impact on our condensed consolidated financial statements. In February 2017, the FASB issued ASU 2017-05, Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets. The ne w g u ida nc e cl ari f i e s that AS C 61 0- 20, a ppl i e s to the d erec og n ition of n o nf i n a nc ial ass e ts a n d in su b s ta nc e n o nf i n a nc ial a sse ts unles s oth e r spec i f ic g u ida nc e a ppl i es . A s a res ul t, it w i l l n ot a ppl y to the d e r ec og n ition of b us i nesses , n o npr o f it a c ti v iti es , or fina nc ial a sse ts (i nclu di n g equ ity m e thod i nves t men t s ), or to revenu e t r a ns a c tio n s (c on tra c ts w ith cus tom e r s ). The ne w g u ida nc e a ls o cl a r i f i e s that an in su b s ta nc e n onf i n a nc ial a sse t is an a sse t or gro u p of a sse ts f or w hi c h su b s ta n tia ll y a l l of the f air val u e c o ns i s ts of n o nf i n a nc ial a sse ts a n d the g r o u p or su b s idia r y is n ot a b us i ness . In additio n , tra nsfe rs of n o nf i n a nc ial a sse ts to a n oth e r en tity in exc ha n ge f or a n onc o n tro ll i n g o wne r s hip i n t e r es t in that en tity w i l l be a cc o un t e d f or un d e r AS C 6 1 0- 2 0 , re m o v i n g spec i f ic g u ida nc e on suc h p artial exc ha n g e s fr om AS C 845 , N o n mo n etar y T ra ns ac t i on s . As a r esul t of the ne w g u ida nce , the g u ida nc e spec i f ic to re al es tate s a le s in AS C 360- 20, Real Estate Sales, will be el imi n at e d. A s suc h, s a le s a n d p artial s a le s of re al es tate a sse ts w i l l n ow be su b jec t to the s ame d e r ec og n ition mod e l as a l l oth e r n o nf i n a nc ial a sse t s . This new standard will be effective at the same time an entity adopts the new revenue guidance in ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , which is effective on January 1, 2018. We do not anticipate that the adoption of this standard will have a material impact on our condensed consolidated financial statements. In October 2016, the FASB issued ASU 2016-17, Consolidation (Topic 810): Interests held through Related Parties that are under Common Control Consolidation (Topic 810): Amendments to the Consolidation Analysis In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments, In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, In March 2016, the FASB issued ASU 2016-05, Derivatives and Hedging (Topic 815): Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships. In February 2016, the FASB issued ASU 2016-02 , Leases (Topic 842). Leases In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), . |
Basis of Presentation and Sig26
Basis of Presentation and Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Geographic Concentrations | As of As of September 30, December 31, Market 2017 2016 Southern California 17 % 15 % Miami 10 % 12 % Atlanta 10 % 12 % Tampa 9 % 10 % |
Single-Family Real Estate Inv27
Single-Family Real Estate Investments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Real Estate [Abstract] | |
Schedule of Real Estate Investments in Consolidated Properties | The following table summarizes transactions within our property portfolio for the nine months ended September 30, 2017 (in thousands) (1) Balance as of December 31, 2016 $ 6,144,008 Acquisitions 1,166,482 Capitalized expenditures 75,981 Basis of real estate sold (185,993 ) Impairment of real estate (950 ) Balance as of September 30, 2017 $ 7,199,528 (1) Excludes accumulated depreciation related to investments in real estate as of September 30, 2017 and December 31, 2016 of $495.0 million and $370.4 million, respectively, and excludes accumulated depreciation on real estate assets held for sale as of September 30, 2017 and December 31, 2016 of $3.1 million and $1.9 million, respectively. |
Other Assets (Tables)
Other Assets (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Summary of Other Assets | The following table summarizes our other assets, net (in thousands): As of As of September 30, December 31, 2017 2016 Deferred financing costs, net $ 7,776 $ 2,490 Purchase and other deposits 17,345 1,698 Deferred leasing costs, net 4,646 4,437 Furniture, fixtures and equipment, net 3,346 3,366 Derivative contracts 22,907 25,772 Receivables, net 10,258 10,071 Prepaid expenses 10,322 14,229 Other 3,208 4,522 Total other assets $ 79,808 $ 66,585 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Terms of Convertible Debt | The following tables summarize the terms of the Convertible Senior Notes outstanding as of September 30, 2017 (in thousands, except rates): Remaining Principal Coupon Effective Conversion Maturity Period of Amount Rate Rate (1) Rate (2) Date Amortization 2017 Convertible Notes $ 3,602 4.50 % 9.22 % 33.9836 10/15/17 0.04 years 2019 Convertible Notes $ 230,000 3.00 % 11.06 % 32.5048 7/1/19 1.75 years 2022 Convertible Notes $ 345,000 3.50 % 5.28 % 27.1186 1/15/22 4.30 years September 30, 2017 Total principal $ 578,602 Net unamortized fair value adjustment (44,395 ) Deferred financing costs, net (7,551 ) Carrying amount of debt components $ 526,656 (1) Effective rate includes the effect of the adjustment for the conversion option, the value of which reduced the initial liability recorded. (2) We generally have the option to settle any conversions in cash, common shares or a combination thereof. The conversion rate represents the number of common shares issuable per $1,000 principal amount of Convertible Senior Notes converted at September 30, 2017, as adjusted in accordance with the applicable indentures as a result of cash dividend payments. As of September 30, 2017, the 2017 Convertible Notes are convertible. The 2019 and 2022 Convertible Senior Notes did not meet the criteria for conversion as of September 30, 2017. Pursuant to certain terms and conditions defined in their respective indentures, the 2019 Convertible Notes and 2022 Convertible Notes may be converted at the note holder’s election as a result of the Proposed Mergers for a period of 35 trading days following the effective date of such transactions. |
Components of Loans | For purposes of computing, among other things, interest accrued on the Loan, each Loan is divided into five to seven components, each of which corresponds to one class of Certificates, which had, at inception, an initial component balance equal to the corresponding class of Offered Certificates. The following table sets forth the terms of each of the Loans: Blended Principal Balance Outstanding Closing Maturity LIBOR September 30, December 31, (Dollars in thousands) Date Date (1) Spread 2017 2016 CAH 2014-1 April 2014 May 2019 1.72 % (2) $ 478,734 $ 491,140 CAH 2014-2 June 2014 July 2019 1.76 % 437,156 548,503 CAH 2015-1 June 2015 July 2020 1.88 % 659,588 672,054 CSH 2016-1 June 2016 July 2021 2.31 % 533,746 535,474 CSH 2016-2 November 2016 December 2021 1.85 % 609,815 610,585 SWH 2017-1 September 2017 January 2023 1.55 % 769,754 — SWAY 2014 December 2014 June 2017 (3) — — 525,401 3,488,793 3,383,157 Deferred financing costs, net (54,995 ) (46,387 ) Unamortized discount (1,521 ) (3,529 ) Carrying value $ 3,432,277 $ 3,333,241 (1) Assuming exercise of extension options. (2) Subject to LIBOR floor of 0.25%. (3) Voluntarily repaid and terminated. |
Summary of Debt Interest Expense | The following table outlines our total gross interest, including unused commitment and other fees, accretion of discounts and amortization of deferred financing costs, and capitalized interest for the three and nine months ended September 30, 2017 and 2016 (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Gross interest cost $ 39,550 $ 39,488 $ 116,344 $ 115,265 Capitalized interest (673 ) (192 ) (1,327 ) (528 ) Interest expense $ 38,877 $ 39,296 $ 115,017 $ 114,737 |
Contractual Maturities of Debt, Maturity Dates Assume Exercise of Optional Extension Terms of Mortgage Loans | The following table summarizes the contractual maturities of our debt as of September 30, 2017; maturity dates assume exercise of optional extension terms of mortgage loans (in thousands): Remaining 2017 2018 2019 2020 2021 After 2021 Total Mortgage loans 1,105 4,419 910,367 659,588 1,143,561 769,753 3,488,793 Convertible Senior Notes 3,602 — 230,000 — — 345,000 578,602 Total $ 4,707 $ 4,419 $ 1,140,367 $ 659,588 $ 1,143,561 $ 1,114,753 $ 4,067,395 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Calculation of Net Loss per Share | Three Months Ended Nine Months Ended September 30, September 30, (In thousands, except per share data) 2017 2016 2017 2016 Numerator: Net loss from continuing operations $ (22,237 ) $ (12,040 ) $ (35,151 ) $ (67,935 ) Less: Net loss from continuing operations attributable to the non-controlling interests 975 718 1,695 4,086 Net loss from continuing operations attributable to common shareholders (21,262 ) (11,322 ) (33,456 ) (63,849 ) (Loss) income from discontinued operations, net (1,984 ) 449 (2,205 ) (7,368 ) Less: Net loss (income) from discontinued operations attributable to the non-controlling interests 87 (27 ) 106 443 Net (loss) income from discontinued operations attributable to common shareholders (1,897 ) 422 (2,099 ) (6,925 ) Net loss attributable to common shareholders $ (23,159 ) $ (10,900 ) $ (35,555 ) $ (70,774 ) Denominator: Basic and diluted weighted-average shares outstanding 128,308 101,490 116,389 101,680 Earnings (loss) per share: Net loss from continuing operations $ (0.17 ) $ (0.12 ) $ (0.30 ) $ (0.67 ) Less: Net loss from continuing operations attributable to the non-controlling interests 0.01 0.01 0.01 0.04 Net loss from continuing operations attributable to common shareholders (0.17 ) (0.11 ) (0.29 ) (0.63 ) (Loss) income from discontinued operations, net (0.02 ) — (0.02 ) (0.07 ) Less: Net loss (income) from discontinued operations attributable to the non-controlling interests — — — — Net (loss) income from discontinued operations attributable to common shareholders (0.01 ) — (0.02 ) (0.07 ) Net loss attributable to common shareholders $ (0.18 ) $ (0.11 ) $ (0.31 ) $ (0.70 ) |
Shareholders_ Equity (Tables)
Shareholders’ Equity (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary Of Restricted Stock Units And Restricted Stock Activity | The following table summarizes our RSU and restricted share award activity during the nine months ended September 30, 2017: Non-Executive Equity Plan Trustee Share Plan Total Weighted- Weighted- Weighted- Average Average Average Grant Restricted Grant Grant Units Fair Value Shares Fair Value Shares Fair Value Nonvested shares, December 31, 2016 472,662 $ 24.34 15,344 $ 22.81 488,006 $ 24.29 Granted 405,829 $ 30.71 36,239 $ 33.97 442,068 $ 30.98 Vested (118,151 ) $ 24.34 (39,663 ) $ 29.78 (157,814 ) $ 25.71 Forfeited (7,076 ) $ 29.32 — $ — (7,076 ) $ 29.32 Nonvested shares, September 30, 2017 753,264 $ 27.73 11,920 $ 33.56 765,184 $ 27.82 |
Schedule of Effect of Redemption on Additional Paid-in Capital | The effect of this redemption on additional paid-in capital in the condensed consolidated balance sheet is as follows: Three Months Ended Nine Months Ended September 30, September 30, (In thousands) 2017 2016 2017 2016 Net loss attributable to common shareholders $ (23,159 ) $ (10,900 ) $ (35,555 ) $ (70,774 ) Transfers from the noncontrolling interest: Increase in additional paid-in capital for exchange of OP Units for common shares — — 18,008 — Change from net loss attributable to Starwood Waypoint Homes shareholders and transfer from the noncontrolling interest $ (23,159 ) $ (10,900 ) $ (17,547 ) $ (70,774 ) |
Summary of Dividends Declared | The following table summarizes our dividends declared from January 1, 2016 through September 30, 2017: Total Amount Paid Record Date Amount per Share Pay Date (millions) Q3-2017 September 29, 2017 $ 0.22 October 13, 2017 $ 29.6 Q2-2017 June 30, 2017 $ 0.22 July 14, 2017 $ 29.6 Q1-2017 March 31, 2017 $ 0.22 April 14, 2017 $ 26.3 Q4-2016 December 30, 2016 $ 0.22 January 13, 2017 $ 23.8 Q3-2016 September 30, 2016 $ 0.22 October 14, 2016 $ 23.8 Q2-2016 June 30, 2016 $ 0.22 July 15, 2016 $ 23.8 Q1-2016 March 31, 2016 $ 0.22 April 15, 2016 $ 23.9 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Assets Measured at Fair Value on a Nonrecurring Basis | The assets for which we have recorded impairments, measured at fair value on a nonrecurring basis, are summarized below (in thousands): Three Months Ended Nine Months Ended September 30, September 30, Residential real estate held for sale (Level III) 2017 2016 2017 2016 Pre-impairment carrying amount $ 2,574 $ 5,224 $ 8,836 $ 7,230 Impairment of real estate assets (293 ) (356 ) (950 ) (530 ) Fair value $ 2,281 $ 4,868 $ 7,886 $ 6,700 |
Financial Instruments Not Carried at Fair Value | The following table presents the fair value of our financial instruments not carried at fair value in the condensed consolidated balance sheets (in thousands): September 30, 2017 December 31, 2016 Carrying Fair Carrying Fair Value Value Value Value Assets carried at historical cost on the condensed consolidated balance sheet Non-performing loans (Note 14) Level III $ 1,848 $ 1,848 $ 5,837 $ 5,837 Asset-backed securitization certificates Level III 153,115 153,115 141,103 141,103 Total $ 154,963 $ 154,963 $ 146,940 $ 146,940 Liabilities carried at historical cost on the condensed consolidated balance sheet Revolving credit facilities Level III $ — $ — $ 108,501 $ 108,501 Master repurchase facility (Note 14) Level III — — 19,286 19,286 Mortgage loans (1) Level III 3,488,793 3,496,706 3,383,157 3,383,157 Convertible senior notes (1) Level III 578,602 555,942 402,500 397,484 Total $ 4,067,395 $ 4,052,648 $ 3,913,444 $ 3,908,428 (1) The carrying values of the mortgage loans and convertible senior notes exclude deferred financing costs and unamortized discounts. |
Derivatives and Hedging (Tables
Derivatives and Hedging (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Summary of Interest Rate Swap Contracts | The table below summarizes our interest rate swap contracts as of September 30, 2017 (dollars in thousands): Counterparty Notional Amount Effective Date Maturity Date Strike Rate Index JPMorgan $ 800,000 March 15, 2017 March 15, 2018 0.85200% One-month LIBOR JPMorgan 800,000 March 15, 2018 March 15, 2019 1.09800% One-month LIBOR Morgan Stanley 800,000 March 15, 2017 March 15, 2018 0.80450% One-month LIBOR Morgan Stanley 800,000 March 15, 2018 March 15, 2019 1.05500% One-month LIBOR JPMorgan 450,000 July 15, 2017 July 15, 2018 0.93250% One-month LIBOR JPMorgan 450,000 July 15, 2018 July 15, 2019 1.11750% One-month LIBOR JPMorgan 450,000 July 15, 2019 July 15, 2020 1.29850% One-month LIBOR JPMorgan 450,000 July 15, 2020 July 15, 2021 1.47250% One-month LIBOR JPMorgan 550,000 January 15, 2017 January 15, 2018 1.04050% One-month LIBOR JPMorgan 550,000 January 15, 2018 January 15, 2019 1.57650% One-month LIBOR JPMorgan 550,000 January 15, 2019 January 15, 2020 1.92850% One-month LIBOR JPMorgan 550,000 January 15, 2020 January 15, 2021 2.12950% One-month LIBOR JPMorgan 550,000 January 15, 2021 July 15, 2021 2.23250% One-month LIBOR Goldman Sachs 800,000 March 15, 2019 March 15, 2022 2.20625% One-month LIBOR |
Schedule of Fair Value of Derivative Instruments | The fair values of derivative instruments included in other assets, net and other liabilities in our condensed consolidated balance sheets are as follows: September 30, 2017 December 31, 2016 Asset Derivatives Liability Derivatives Asset Derivatives Liability Derivatives (In thousands) Notional Amount Estimated Fair Value Notional Amount Estimated Fair Value Notional Amount Estimated Fair Value Notional Amount Estimated Fair Value Derivatives designated as hedging instruments: Interest rate caps $ — $ — $ — $ — $ 440,292 $ — $ — $ — Interest rate swaps 6,100,000 22,862 2,450,000 (6,624 ) 2,050,000 25,708 — — Total derivatives designated as hedging instruments 6,100,000 22,862 2,450,000 (6,624 ) 2,490,292 25,708 — — Derivatives not designated as hedging instruments: Interest rate caps 4,055,773 45 — — 3,448,671 64 — — Total derivatives not designated as hedging instruments 4,055,773 45 — — 3,448,671 64 — — Total $ 10,155,773 $ 22,907 $ 2,450,000 $ (6,624 ) $ 5,938,963 $ 25,772 $ — $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Summary of Income Tax Expense | Our TRSs are subject to corporate level federal, state and local income taxes. The following is a summary of our income tax expense: Three Months Ended Nine Months Ended September 30, September 30, (In thousands) 2017 2016 2017 2016 Current Federal $ 200 $ (68 ) $ 200 $ 7 State 159 229 495 480 Total current tax expense 359 161 695 487 Deferred Federal — — — — State — — — — Total deferred tax expense — — — — Total income tax expense $ 359 $ 161 $ 695 $ 487 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Summary of Transactions Resulting in Income and Expense Within Non-Performing Loans | The following table summarizes transactions resulting in income and expense within our NPL business for the three and nine months ended September 30, 2017 and 2016: Three Months Ended Nine Months Ended September 30, September 30, (in thousands) 2017 2016 2017 2016 Realized gain on non-performing loans $ 82 $ 10,096 $ 204 $ 13,485 Realized gain on loan conversions 184 2,798 1,515 12,852 Net (loss) gain on sales of real estate and other income and expenses, net (474 ) (762 ) 730 935 Interest expense — (1,488 ) (45 ) (5,254 ) Non-performing loan management fees and expenses (1,776 ) (10,195 ) (4,609 ) (29,386 ) (Loss) income from discontinued operations, net $ (1,984 ) $ 449 $ (2,205 ) $ (7,368 ) |
Summary of Component of Assets and Liabilities and Income and Expenses Details | The following table summarizes the components of such assets and related liabilities as of September 30, 2017 and December 31, 2016: As of As of (in thousands) September 30, 2017 December 31, 2016 Non-performing loans $ 1,848 $ 5,837 Real estate properties, net 16,063 54,113 Other assets 1,674 16,920 Assets held for sale $ 19,585 $ 76,870 Master repurchase facility $ — $ 19,286 Accounts payable and other liabilities 242 6,209 Liabilities related to assets held for sale $ 242 $ 25,495 |
Organization and Operations (Na
Organization and Operations (Narrative) (Details) - USD ($) $ in Thousands | Aug. 09, 2017 | Sep. 21, 2015 | Sep. 30, 2017 | Dec. 31, 2016 |
Organization And Operations [Line Items] | ||||
Equity market capitalization | $ 3,388,621 | $ 2,644,993 | ||
Percent of OP units owned | 95.60% | |||
Percent of joint venture interest | 98.75% | |||
Starwood Capital Group [Member] | ||||
Organization And Operations [Line Items] | ||||
Number of ownership units exchanged | 6,400,000 | |||
INVH Merger Agreement [Member] | ||||
Organization And Operations [Line Items] | ||||
Conversion of common shares into shares | 1.6140 | |||
Percentage of ownership of INVH stockholders in Combined Company's stock | 59.00% | |||
Percentage of ownership of shareholders in Combined Company's stock | 41.00% | |||
Equity market capitalization | $ 12,000,000 | |||
Enterprise value including debt | $ 21,100,000 | |||
CAH [Member] | ||||
Organization And Operations [Line Items] | ||||
Shares exchange received an aggregate | 64,869,526 | |||
Percentage of ownership after transaction | 59.00% | |||
Existing Shareholders and Starwood Capital Group [Member] | ||||
Organization And Operations [Line Items] | ||||
Percentage of ownership after transaction | 41.00% |
Basis of Presentation and Sig37
Basis of Presentation and Significant Accounting Policies (Narrative) (Details) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)segment | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) | |
Significant Accounting Policies [Line Items] | ||||||
Asset impairment charges | $ 300,000 | $ 400,000 | $ 950,000 | $ 530,000 | ||
Initial term of residential leases | 1 year | |||||
Allowance for doubtful accounts | 2,900,000 | $ 2,900,000 | $ 2,500,000 | |||
Bad debt expense | 2,300,000 | 2,400,000 | $ 6,229,000 | 5,322,000 | ||
Penalty tax, percent | 100.00% | |||||
Income tax expense | 359,000 | 161,000 | $ 695,000 | 487,000 | ||
Number of operating segments for reporting purposes | segment | 2 | |||||
Number of reportable segments for reporting purposes | segment | 1 | |||||
Allocated indirect costs incurred with acquisition and stabilization of properties | $ 5,000,000 | |||||
Minimum [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Percent of non-performing residential mortgage loans of total portfolio | 10.00% | |||||
Percentage of revenues from leasing arrangements | 90.00% | |||||
General and Administrative Expenses to Other Expense, Net [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Reclassification adjustment | 400,000 | |||||
General and Administrative to Property Management [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Reclassification adjustment | 700,000 | 2,000,000 | ||||
Other Expenses to General and Administrative Expense, Net [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Reclassification adjustment | 600,000 | |||||
General and Administrative Expenses to Real Estate Taxes, Insurance and HOA Costs [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Reclassification adjustment | 200,000 | |||||
Property Operating and Maintenance to Property Management [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Reclassification adjustment | 800,000 | |||||
Property Operating and Maintenance to Rental Income and Other property Income [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Reclassification adjustment | 1,100,000 | |||||
Other Property Income to Rental Income [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Reclassification adjustment | $ 1,800,000 | 2,000,000 | ||||
Fannie Mae [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Impairment loss on investments | $ 0 | $ 0 | $ 0 | $ 0 |
Basis of Presentation and Sig38
Basis of Presentation and Significant Accounting Policies (Geographic Concentrations) (Details) - Net Assets Geographic Area [Member] - Geographic Concentration Risk [Member] - Residential Portfolio Segment [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Southern California [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 17.00% | 15.00% |
Atlanta [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 10.00% | 12.00% |
Miami [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 10.00% | 12.00% |
Tampa [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 9.00% | 10.00% |
Single-Family Real Estate Inv39
Single-Family Real Estate Investments (Schedule of Real Estate Investments in Consolidated Properties) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Real Estate Properties [Line Items] | |||||
Beginning Balance | $ 6,144,008 | ||||
Acquisitions | 1,166,482 | ||||
Capitalized expenditures | 75,981 | ||||
Basis of real estate sold | (185,993) | ||||
Impairment of real estate | $ (300) | $ (400) | (950) | $ (530) | |
Ending Balance | 7,199,528 | 7,199,528 | |||
Residential Portfolio Segment [Member] | |||||
Real Estate Properties [Line Items] | |||||
Accumulated Depreciation | 495,000 | 495,000 | $ 370,400 | ||
Disposal Group Heldforsale Not Discontinued Operations [Member] | |||||
Real Estate Properties [Line Items] | |||||
Accumulated Depreciation | $ 3,100 | $ 3,100 | $ 1,900 |
Single-Family Real Estate Inv40
Single-Family Real Estate Investments (Narrative) (Details) $ in Thousands | 1 Months Ended | 6 Months Ended | 9 Months Ended | |
Jun. 30, 2017USD ($)property | Jun. 30, 2017USD ($)property | Sep. 30, 2017USD ($)property | Dec. 31, 2016USD ($) | |
Real Estate Properties [Line Items] | ||||
Real estate held for sale, aggregate carrying value | $ 144,752 | $ 22,201 | ||
Single-family Rental Homes [Member] | GI Portfolio Acquisition [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of homes purchased | property | 3,106 | |||
Portfolio acquisition consideration paid | $ 814,900 | |||
Portfolio acquisition cost basis | 817,500 | |||
Number of homes not intend to hold | property | 386 | |||
Real estate held for sale, aggregate carrying value | 122,100 | $ 122,100 | $ 115,400 | |
Number of homes sold | property | 373 | |||
Secured Term Loan [Member] | GI Portfolio Acquisition [Member] | ||||
Real Estate Properties [Line Items] | ||||
Assumed indebtedness | 500,000 | 500,000 | ||
Secured Term Loan [Member] | Single-family Rental Homes [Member] | GI Portfolio Acquisition [Member] | ||||
Real Estate Properties [Line Items] | ||||
Assumed indebtedness | $ 500,000 | $ 500,000 |
Investments in Unconsolidated41
Investments in Unconsolidated Joint Ventures (Narrative) (Details) $ in Millions | Oct. 31, 2012USD ($)Home | Sep. 30, 2017Home | Dec. 31, 2016Home |
Schedule Of Equity Method Investments [Line Items] | |||
Percent of joint venture interest | 98.75% | ||
Fannie Mae [Member] | |||
Schedule Of Equity Method Investments [Line Items] | |||
Percent of joint venture interest | 10.00% | ||
Number of SFR units | Home | 1,176 | 798 | 856 |
Payments to acquire equity method investments | $ 34 | ||
Acquire interest equity method investments | $ 1 |
Other Assets (Summary of Other
Other Assets (Summary of Other Assets) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Other Assets [Abstract] | ||
Deferred financing costs, net | $ 7,776 | $ 2,490 |
Purchase and other deposits | 17,345 | 1,698 |
Deferred leasing costs, net | 4,646 | 4,437 |
Furniture, fixtures and equipment, net | 3,346 | 3,366 |
Derivative contracts | 22,907 | 25,772 |
Receivables, net | 10,258 | 10,071 |
Prepaid expenses | 10,322 | 14,229 |
Other | 3,208 | 4,522 |
Total other assets | $ 79,808 | $ 66,585 |
Debt (Revolving Credit Faciliti
Debt (Revolving Credit Facilities Narrative) (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Apr. 30, 2017USD ($)CreditFacility | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Line Of Credit Facility [Line Items] | |||||||
Line of credit facility, outstanding amount | $ 108,501,000 | ||||||
Loss on extinguishment of debt | $ (216,000) | $ 0 | $ (10,906,000) | $ 0 | |||
Revolving Credit Facilities [Member] | JP Morgan [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Line of credit facility, outstanding amount | $ 0 | ||||||
Weighted average interest rate | 4.10% | 4.10% | 3.60% | ||||
Borrowing base availability | $ 300,000,000 | ||||||
Revolving Credit Facilities [Member] | Amended JP Morgan Facility [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Borrowing base availability | 125,000,000 | ||||||
Revolving Credit Facilities [Member] | Citibank, N.A. [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Line of credit facility, outstanding amount | $ 108,500,000 | ||||||
Weighted average interest rate | 3.70% | 3.70% | 3.40% | ||||
Borrowing base availability | 300,000,000 | ||||||
Revolving Credit Facilities [Member] | Amended CitiBank Facility [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Borrowing base availability | $ 125,000,000 | ||||||
Revolving Credit Facilities [Member] | LIBOR [Member] | JP Morgan [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Margin percentage added to rate | 3.00% | ||||||
Revolving Credit Facilities [Member] | LIBOR [Member] | Citibank, N.A. [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Margin percentage added to rate | 2.95% | ||||||
Revolving Credit Facilities [Member] | Minimum [Member] | JP Morgan [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Line of credit facility fee percentage of unused commitments | 0.50% | ||||||
Revolving Credit Facilities [Member] | Minimum [Member] | Citibank, N.A. [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Line of credit facility fee percentage of unused commitments | 0.00% | ||||||
Revolving Credit Facilities [Member] | Maximum [Member] | JP Morgan [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Line of credit facility fee percentage of unused commitments | 1.00% | ||||||
Revolving Credit Facilities [Member] | Maximum [Member] | Citibank, N.A. [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Line of credit facility fee percentage of unused commitments | 0.25% | ||||||
Revolving Credit Facilities [Member] | 2017 JPMorgan Facility [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Line of credit facility maximum barrowing capacity | $ 675,000,000 | ||||||
Maturity date of secured revolving credit facility | 2020-04 | ||||||
Extension options | 1 year | ||||||
Increased borrowing capacity under accordion feature | $ 1,200,000,000 | ||||||
Line of credit facility, outstanding amount | $ 0 | $ 0 | |||||
Line of credit facility, remaining borrowing capacity | $ 675,000,000 | $ 675,000,000 | |||||
Weighted average interest rate | 3.20% | 3.20% | |||||
Number of existing secured revolving credit facilities replaced | CreditFacility | 2 | ||||||
Loss on extinguishment of debt | $ (900,000) | ||||||
Revolving Credit Facilities [Member] | 2017 JPMorgan Facility [Member] | Minimum [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Line of credit facility fee percentage of unused commitments | 0.20% | ||||||
Revolving Credit Facilities [Member] | 2017 JPMorgan Facility [Member] | Minimum [Member] | Alternative Base Rate Loans [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Debt instrument leverage ratio | 0.75% | ||||||
Revolving Credit Facilities [Member] | 2017 JPMorgan Facility [Member] | Minimum [Member] | Adjusted LIBO Rate Loans [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Debt instrument leverage ratio | 1.75% | ||||||
Revolving Credit Facilities [Member] | 2017 JPMorgan Facility [Member] | Maximum [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Line of credit facility fee percentage of unused commitments | 0.35% | ||||||
Revolving Credit Facilities [Member] | 2017 JPMorgan Facility [Member] | Maximum [Member] | Alternative Base Rate Loans [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Debt instrument leverage ratio | 1.30% | ||||||
Revolving Credit Facilities [Member] | 2017 JPMorgan Facility [Member] | Maximum [Member] | Adjusted LIBO Rate Loans [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Debt instrument leverage ratio | 2.30% |
Debt (Secured Term Loan Narrati
Debt (Secured Term Loan Narrative) (Details) - Secured Term Loan [Member] - GI Portfolio Acquisition [Member] - USD ($) $ in Millions | Sep. 30, 2017 | Jun. 30, 2017 |
Line Of Credit Facility [Line Items] | ||
Assumed indebtedness | $ 500 | |
Weighted average interest rate | 4.10% |
Debt (Master Repurchase Agreeme
Debt (Master Repurchase Agreement Narrative) (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Line Of Credit Facility [Line Items] | |
Line of credit facility, outstanding amount | $ 108,501 |
Prime and Deutsche Bank [Member] | |
Line Of Credit Facility [Line Items] | |
Line of credit facility, outstanding amount | $ 19,300 |
Debt (Convertible Senior Notes
Debt (Convertible Senior Notes Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Jan. 31, 2017 | Dec. 31, 2016 | Oct. 31, 2014 | Jul. 31, 2014 | |
Debt Instrument [Line Items] | ||||||||
Aggregate outstanding balance | $ 526,656,000 | $ 526,656,000 | $ 356,983,000 | |||||
Loss on extinguishment of debt | 216,000 | $ 0 | 10,906,000 | $ 0 | ||||
3.00% Convertible Senior Notes [Member] | July 01, 2019 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount | 230,000,000 | $ 230,000,000 | $ 230,000,000 | |||||
Debt instrument payment terms | Interest on the 2019 Convertible Notes is payable semiannually in arrears on January 1 and July 1 of each year. | |||||||
Maturity date | Jul. 1, 2019 | |||||||
4.50% Convertible Senior Notes [Member] | October 15, 2017 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount | 3,602,000 | $ 3,602,000 | $ 172,500,000 | |||||
Debt instrument payment terms | Interest on the 2017 Convertible Notes is payable semiannually in arrears on April 15 and October 15 of each year. | |||||||
Aggregate outstanding balance | 3,600,000 | $ 3,600,000 | ||||||
Maturity date | 2017-10 | |||||||
3.50% Convertible Senior Notes [Member] | January 15, 2022 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount | $ 345,000,000 | $ 345,000,000 | $ 345,000,000 | |||||
Debt instrument payment terms | Interest on the 2022 Convertible Notes is payable semiannually in arrears on January 15 and July 15 of each year. | |||||||
Maturity date | Jan. 15, 2022 | |||||||
Loss on extinguishment of debt | $ 7,200,000 |
Debt (Convertible Senior Notes)
Debt (Convertible Senior Notes) (Details) | 9 Months Ended | ||||
Sep. 30, 2017USD ($) | Jan. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Oct. 31, 2014USD ($) | Jul. 31, 2014USD ($) | |
Debt Instrument [Line Items] | |||||
Net unamortized fair value adjustment | $ (1,521,000) | $ (3,529,000) | |||
Deferred financing costs, net | (70,300,000) | ||||
Carrying amount of debt components | 526,656,000 | $ 356,983,000 | |||
Principal amount used for conversion | 1,000 | ||||
4.50% Convertible Senior Notes [Member] | October 15, 2017 [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal Amount | $ 3,602,000 | $ 172,500,000 | |||
Coupon Rate | 4.50% | ||||
Effective Rate | 9.22% | ||||
Conversion Rate | 33.9836 | ||||
Maturity Date | Oct. 15, 2017 | ||||
Remaining Period of Amortization | 15 days | ||||
Carrying amount of debt components | $ 3,600,000 | ||||
Principal amount used for conversion | 1,000 | ||||
3.00% Convertible Senior Notes [Member] | July 01, 2019 [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal Amount | $ 230,000,000 | $ 230,000,000 | |||
Coupon Rate | 3.00% | ||||
Effective Rate | 11.06% | ||||
Conversion Rate | 32.5048 | ||||
Maturity Date | Jul. 1, 2019 | ||||
Remaining Period of Amortization | 1 year 9 months | ||||
Principal amount used for conversion | $ 1,000 | ||||
Allowable debt conversion period following effective date of Proposed Mergers | 35 days | ||||
3.50% Convertible Senior Notes [Member] | January 15, 2022 [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal Amount | $ 345,000,000 | $ 345,000,000 | |||
Coupon Rate | 3.50% | ||||
Effective Rate | 5.28% | ||||
Conversion Rate | 27.1186 | ||||
Maturity Date | Jan. 15, 2022 | ||||
Remaining Period of Amortization | 4 years 3 months 19 days | ||||
Principal amount used for conversion | $ 1,000 | ||||
Allowable debt conversion period following effective date of Proposed Mergers | 35 days | ||||
Convertible Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Principal Amount | $ 578,602,000 | ||||
Net unamortized fair value adjustment | (44,395,000) | ||||
Deferred financing costs, net | $ (7,551,000) |
Debt (Terms of Conversion Narra
Debt (Terms of Conversion Narrative) (Details) | 9 Months Ended |
Sep. 30, 2017USD ($)$ / shares | |
Debt Instrument [Line Items] | |
Principal amount used for conversion | $ 1,000 |
4.50% Convertible Senior Notes [Member] | October 15, 2017 [Member] | |
Debt Instrument [Line Items] | |
Conversion Rate | 33.9836 |
Principal amount used for conversion | $ 1,000 |
Initial conversion price | $ / shares | $ 29.43 |
3.00% Convertible Senior Notes [Member] | July 01, 2019 [Member] | |
Debt Instrument [Line Items] | |
Conversion Rate | 32.5048 |
Principal amount used for conversion | $ 1,000 |
Initial conversion price | $ / shares | $ 30.76 |
3.50% Convertible Senior Notes [Member] | January 15, 2022 [Member] | |
Debt Instrument [Line Items] | |
Conversion Rate | 27.1186 |
Principal amount used for conversion | $ 1,000 |
Initial conversion price | $ / shares | $ 36.88 |
Convertible Senior Notes | |
Debt Instrument [Line Items] | |
Minimum percentage of principal amount | 25.00% |
Percentage of repurchase price to principal amount if company undergoes fundamental change | 100.00% |
Percentage of repurchase price to principal amount if Company defaults | 100.00% |
Debt (Asset-Backed Securitizati
Debt (Asset-Backed Securitizations Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Jun. 30, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Line Of Credit Facility [Line Items] | |||||||
Payments on mortgage loans | $ 639,050 | $ 12,251 | |||||
Loss on extinguishment of debt | $ (216) | $ 0 | (10,906) | $ 0 | |||
Asset-backed securitization certificates | 153,115 | 153,115 | $ 141,103 | ||||
Securities Financing Transaction Two [Member] | Retained Certificates [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Asset-backed securitization certificates | $ 153,100 | $ 153,100 | $ 141,100 | ||||
Asset-backed Securities [Member] | Minimum [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Extension options | 2 years | ||||||
Asset-backed Securities [Member] | Maximum [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Extension options | 3 years | ||||||
Asset-backed Securities [Member] | SWH 2017-1 [Member] | Maximum [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Extension options | 3 years 3 months | ||||||
Asset-backed Securities [Member] | Mortgage Loan [Member] | SWAY 2014 [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Payments on mortgage loans | $ 522,500 | ||||||
Loss on extinguishment of debt | $ (1,100) | ||||||
Asset-backed Securities [Member] | Mortgage Loan [Member] | CAH 2014-2 [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Loss on extinguishment of debt | $ (1,500) | ||||||
Principal reduction payment on mortgage loan | $ 100,000 | ||||||
Asset-backed Securities [Member] | Mortgage Loan [Member] | Minimum [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Debt instrument term | 2 years | ||||||
Asset-backed Securities [Member] | Mortgage Loan [Member] | Maximum [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Debt instrument term | 3 years |
Debt (Components of Loans) (Det
Debt (Components of Loans) (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2017 | Dec. 31, 2016 | ||
Debt Instrument [Line Items] | |||
Mortgage loans, gross | $ 3,488,793 | $ 3,383,157 | |
Deferred financing costs, net | (54,995) | (46,387) | |
Net unamortized fair value adjustment | (1,521) | (3,529) | |
Carrying value | $ 3,432,277 | 3,333,241 | |
CAH 2014-1 [Member] | |||
Debt Instrument [Line Items] | |||
Closing Date | 2014-04 | ||
Maturity Date | [1] | 2019-05 | |
Margin percentage added to rate | [2] | 1.72% | |
Mortgage loans, gross | $ 478,734 | 491,140 | |
CAH 2014-2 [Member] | |||
Debt Instrument [Line Items] | |||
Closing Date | 2014-06 | ||
Maturity Date | [1] | 2019-07 | |
Margin percentage added to rate | 1.76% | ||
Mortgage loans, gross | $ 437,156 | 548,503 | |
CAH 2015-1 [Member] | |||
Debt Instrument [Line Items] | |||
Closing Date | 2015-06 | ||
Maturity Date | [1] | 2020-07 | |
Margin percentage added to rate | 1.88% | ||
Mortgage loans, gross | $ 659,588 | 672,054 | |
CSH 2016-1 [Member] | |||
Debt Instrument [Line Items] | |||
Closing Date | 2016-06 | ||
Maturity Date | [1] | 2021-07 | |
Margin percentage added to rate | 2.31% | ||
Mortgage loans, gross | $ 533,746 | 535,474 | |
CSH 2016-2 [Member] | |||
Debt Instrument [Line Items] | |||
Closing Date | 2016-11 | ||
Maturity Date | [1] | 2021-12 | |
Margin percentage added to rate | 1.85% | ||
Mortgage loans, gross | $ 609,815 | 610,585 | |
SWAY 2014 [Member] | |||
Debt Instrument [Line Items] | |||
Closing Date | 2014-12 | ||
Maturity Date | [1],[3] | 2017-06 | |
Mortgage loans, gross | $ 525,401 | ||
SWH 2017-1 [Member] | |||
Debt Instrument [Line Items] | |||
Closing Date | 2017-09 | ||
Maturity Date | [1] | 2023-01 | |
Margin percentage added to rate | 1.55% | ||
Mortgage loans, gross | $ 769,754 | ||
[1] | Assuming exercise of extension options. | ||
[2] | Subject to LIBOR floor of 0.25%. | ||
[3] | Voluntarily repaid and terminated. |
Debt (Total Borrowings Narrativ
Debt (Total Borrowings Narrative) (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Line Of Credit Facility [Line Items] | ||
Total outstanding borrowings | $ 4,100,000,000 | |
Mortgage loans, gross | 3,488,793,000 | $ 3,383,157,000 |
Net deferred financing costs | 70,300,000 | |
Convertible Senior Notes | ||
Line Of Credit Facility [Line Items] | ||
Principal Amount | 578,602,000 | |
Net deferred financing costs | $ 7,551,000 |
Debt (Gross Interest, Unused Co
Debt (Gross Interest, Unused Commitment, And Other Fees) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Debt Disclosure [Abstract] | ||||
Gross interest cost | $ 39,550 | $ 39,488 | $ 116,344 | $ 115,265 |
Capitalized interest | (673) | (192) | (1,327) | (528) |
Interest expense | $ 38,877 | $ 39,296 | $ 115,017 | $ 114,737 |
Debt (Contractual Maturities of
Debt (Contractual Maturities of Debt, Maturity Dates Assume Exercise of Optional Extension Terms of Mortgage Loans) (Details) $ in Thousands | Sep. 30, 2017USD ($) |
Debt Instrument [Line Items] | |
2,017 | $ 4,707 |
2,018 | 4,419 |
2,019 | 1,140,367 |
2,020 | 659,588 |
2,021 | 1,143,561 |
After 2,021 | 1,114,753 |
Total | 4,067,395 |
Mortgage Loan [Member] | |
Debt Instrument [Line Items] | |
2,017 | 1,105 |
2,018 | 4,419 |
2,019 | 910,367 |
2,020 | 659,588 |
2,021 | 1,143,561 |
After 2,021 | 769,753 |
Total | 3,488,793 |
Convertible Senior Notes | |
Debt Instrument [Line Items] | |
2,017 | 3,602 |
2,019 | 230,000 |
After 2,021 | 345,000 |
Total | $ 578,602 |
Net Loss per Share (Calculation
Net Loss per Share (Calculation of Net Loss per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Numerator: | ||||
Net loss from continuing operations | $ (22,237) | $ (12,040) | $ (35,151) | $ (67,935) |
Less: Net loss from continuing operations attributable to the non-controlling interests | 975 | 718 | 1,695 | 4,086 |
Net loss from continuing operations attributable to common shareholders | (21,262) | (11,322) | (33,456) | (63,849) |
(Loss) income from discontinued operations, net | (1,984) | 449 | (2,205) | (7,368) |
Less: Net loss (income) from discontinued operations attributable to the non-controlling interests | 87 | (27) | 106 | 443 |
Net (loss) income from discontinued operations attributable to common shareholders | (1,897) | 422 | (2,099) | (6,925) |
Net loss attributable to common shareholders | $ (23,159) | $ (10,900) | $ (35,555) | $ (70,774) |
Denominator: | ||||
Basic and diluted weighted-average shares outstanding | 128,308 | 101,490 | 116,389 | 101,680 |
Earnings (loss) per share: | ||||
Net loss from continuing operations | $ (0.17) | $ (0.12) | $ (0.30) | $ (0.67) |
Less: Net loss from continuing operations attributable to the non-controlling interests | 0.01 | 0.01 | 0.01 | 0.04 |
Net loss from continuing operations attributable to common shareholders | (0.17) | (0.11) | (0.29) | (0.63) |
(Loss) income from discontinued operations, net | (0.02) | 0 | (0.02) | (0.07) |
Less: Net loss (income) from discontinued operations attributable to the non-controlling interests | 0 | 0 | 0 | 0 |
Net (loss) income from discontinued operations attributable to common shareholders | (0.01) | 0 | (0.02) | (0.07) |
Net loss attributable to common shareholders | $ (0.18) | $ (0.11) | $ (0.31) | $ (0.70) |
Net Loss per Share (Narrative)
Net Loss per Share (Narrative) (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Restricted Stock Units (RSUs) [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 0.8 | 0.5 | 0.8 | 0.5 |
OP Units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 5.8 | 6.4 | 5.8 | 6.4 |
Shareholders Equity (Narrative)
Shareholders Equity (Narrative) (Details) | Sep. 21, 2015shares | Jun. 30, 2017USD ($)shares | May 31, 2017shares | Mar. 31, 2017USD ($)shares | Sep. 30, 2017USD ($)shares | Sep. 30, 2016USD ($)shares | Sep. 30, 2017USD ($)shares | Sep. 30, 2016USD ($)shares | Dec. 31, 2016shares | Jan. 31, 2016USD ($) |
Stock-Based Compensation [Line Items] | ||||||||||
Share-based compensation | $ | $ 2,387,000 | $ 824,000 | $ 5,584,000 | $ 1,922,000 | ||||||
Unrecognized compensation expense, total | $ | $ 17,000,000 | $ 17,000,000 | ||||||||
Unrecognized compensation expense, weighted average period of recognition | 2 years 4 months 25 days | |||||||||
Proceeds from the issuance of common shares | $ | $ 521,200,000 | $ 348,800,000 | $ 891,776,000 | $ 0 | ||||||
2015 Program [Member] | ||||||||||
Stock-Based Compensation [Line Items] | ||||||||||
Share repurchase program increase in authorized amount | $ | $ 100,000,000 | |||||||||
Share repurchase program authorized amount | $ | $ 250,000,000 | |||||||||
Stock repurchase program expiration date | May 31, 2017 | |||||||||
Number of shares repurchased | 0 | |||||||||
Common Shares [Member] | ||||||||||
Stock-Based Compensation [Line Items] | ||||||||||
Issuance of common shares, shares | 15,054,978 | 11,105,465 | 26,160,443 | |||||||
Registered Underwritten Public Offering [Member] | Common Shares [Member] | ||||||||||
Stock-Based Compensation [Line Items] | ||||||||||
Issuance of common shares, shares | 26,488,165 | 23,088,424 | ||||||||
Selling Shareholder [Member] | Common Shares [Member] | ||||||||||
Stock-Based Compensation [Line Items] | ||||||||||
Issuance of common shares, shares | 11,433,187 | 11,982,959 | ||||||||
Starwood Capital Group [Member] | ||||||||||
Stock-Based Compensation [Line Items] | ||||||||||
Number of ownership units exchanged | 6,400,000 | |||||||||
Exchange of OP units for common shares, description | one-for-one basis | |||||||||
Ratio of OP units exchanged for common shares | 1 | |||||||||
Number of OP units owned by the company | 5,849,824 | 5,849,824 | ||||||||
Number of OP Units exchanged for common shares | 550,176 | |||||||||
CAH [Member] | ||||||||||
Stock-Based Compensation [Line Items] | ||||||||||
Shares exchange received an aggregate | 64,869,526 | |||||||||
Time-Vested RSUs [Member] | Maximum [Member] | ||||||||||
Stock-Based Compensation [Line Items] | ||||||||||
Number of shares subjected to accelerated vesting | 588,447 | |||||||||
Performance-Based RSUs [Member] | ||||||||||
Stock-Based Compensation [Line Items] | ||||||||||
Performance period | 3 years | |||||||||
Performance shares description | Performance for (1) one-third of the Performance Shares will be based on our aggregate three-year Same Store Core NOI absolute growth (as defined in the applicable award agreements) during the Performance Period, (2) one-third of the Performance Shares will be based on our total shareholder return during the Performance Period (the “Shareholder Return”) as compared to the return on the SNL US REIT Multifamily Index during the Performance Period and (3) one-third of the Performance Shares will be based on the absolute Shareholder Return. | |||||||||
Performance-Based RSUs [Member] | Maximum [Member] | ||||||||||
Stock-Based Compensation [Line Items] | ||||||||||
Number of shares granted | 288,450 | |||||||||
Performance-Based RSUs [Member] | Minimum [Member] | ||||||||||
Stock-Based Compensation [Line Items] | ||||||||||
Number of shares granted | 41,190 | |||||||||
Performance-Based RSUs [Member] | Senior Executives [Member] | ||||||||||
Stock-Based Compensation [Line Items] | ||||||||||
Number of shares granted | 164,817 | |||||||||
Equity Plan [Member] | ||||||||||
Stock-Based Compensation [Line Items] | ||||||||||
Increase in number of common shares available to be awarded | 2,500,000 | |||||||||
Shares remaining for grant | 3,266,771 | 3,266,771 | ||||||||
Equity Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||
Stock-Based Compensation [Line Items] | ||||||||||
Number of shares granted | 405,829 | |||||||||
Number of shares vested | 118,151 | |||||||||
Forfeited, Shares | 7,076 | |||||||||
Nonvested shares | 753,264 | 753,264 | 472,662 | |||||||
Equity Plan [Member] | Restricted Stock Units (RSUs) [Member] | Certain Employee's Chosen [Member] | ||||||||||
Stock-Based Compensation [Line Items] | ||||||||||
Number of shares granted | 405,829 | |||||||||
Award vesting period under plan | 3 years | |||||||||
Number of shares vested | 118,151 | |||||||||
Forfeited, Shares | 7,076 | |||||||||
Non Executive Trustee Shares Plan [Member] | ||||||||||
Stock-Based Compensation [Line Items] | ||||||||||
Shares remaining for grant | 90,776 | 90,776 | ||||||||
Non Executive Trustee Shares Plan [Member] | Restricted Shares [Member] | ||||||||||
Stock-Based Compensation [Line Items] | ||||||||||
Number of shares granted | 36,239 | |||||||||
Number of shares vested | 39,663 | |||||||||
Nonvested shares | 11,920 | 11,920 | 15,344 | |||||||
Non Executive Trustee Shares Plan [Member] | Restricted Shares [Member] | Non Executive Trustees [Member] | ||||||||||
Stock-Based Compensation [Line Items] | ||||||||||
Number of shares granted | 36,239 | |||||||||
Nonvested shares | 11,920 | 11,920 | ||||||||
Non Executive Trustee Shares Plan [Member] | Restricted Shares [Member] | Board Of Trustees [Member] | ||||||||||
Stock-Based Compensation [Line Items] | ||||||||||
Number of shares granted | 9,449 | |||||||||
Aggregate value of shares granted | $ | $ 300,000 | |||||||||
Non Executive Trustee Shares Plan [Member] | Restricted Shares [Member] | Trustees for Services [Member] | ||||||||||
Stock-Based Compensation [Line Items] | ||||||||||
Number of shares granted | 14,870 | |||||||||
Number of shares vested | 39,663 | |||||||||
Forfeited, Shares | 0 | |||||||||
Aggregate value of shares granted | $ | $ 500,000 | |||||||||
2017 Employee Stock Purchase Plan [Member] | ||||||||||
Stock-Based Compensation [Line Items] | ||||||||||
Share issued of share based compensation pursuant to the plan | 5,479 | 0 | 5,479 | 0 | ||||||
Expense related to share based compensation to the plan | $ | $ 17,000 | $ 0 | $ 45,000 | $ 0 |
Shareholders Equity (Schedule o
Shareholders Equity (Schedule of Nonvested Shares of Restricted Common Stock) (Details) | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Restricted Stock Units (RSUs) [Member] | Equity Plan [Member] | |
Summary of restricted stock activity, shares: | |
Nonvested, Beginning Balance, Shares | shares | 472,662 |
Granted, Shares | shares | 405,829 |
Vested, Shares | shares | (118,151) |
Forfeited, Shares | shares | (7,076) |
Nonvested, Ending Balance, Shares | shares | 753,264 |
Summary of restricted stock activity, weighted average grant date fair value: | |
Nonvested, Beginning Balance, Weighted Average Grant Date Fair Value | $ / shares | $ 24.34 |
Granted, Weighted Average Grant Date Fair Value | $ / shares | 30.71 |
Vested, Weighted Average Grant Date Fair Value | $ / shares | 24.34 |
Forfeited, Weighted Average Grant Date Fair Value | $ / shares | 29.32 |
Nonvested, Ending Balance, Weighted Average Grant Date Fair Value | $ / shares | $ 27.73 |
Restricted Shares [Member] | Non Executive Trustee Shares Plan [Member] | |
Summary of restricted stock activity, shares: | |
Nonvested, Beginning Balance, Shares | shares | 15,344 |
Granted, Shares | shares | 36,239 |
Vested, Shares | shares | (39,663) |
Nonvested, Ending Balance, Shares | shares | 11,920 |
Summary of restricted stock activity, weighted average grant date fair value: | |
Nonvested, Beginning Balance, Weighted Average Grant Date Fair Value | $ / shares | $ 22.81 |
Granted, Weighted Average Grant Date Fair Value | $ / shares | 33.97 |
Vested, Weighted Average Grant Date Fair Value | $ / shares | 29.78 |
Nonvested, Ending Balance, Weighted Average Grant Date Fair Value | $ / shares | $ 33.56 |
Restricted Stock Units (RSUs) and Restricted Shares [Member] | |
Summary of restricted stock activity, shares: | |
Nonvested, Beginning Balance, Shares | shares | 488,006 |
Granted, Shares | shares | 442,068 |
Vested, Shares | shares | (157,814) |
Forfeited, Shares | shares | (7,076) |
Nonvested, Ending Balance, Shares | shares | 765,184 |
Summary of restricted stock activity, weighted average grant date fair value: | |
Nonvested, Beginning Balance, Weighted Average Grant Date Fair Value | $ / shares | $ 24.29 |
Granted, Weighted Average Grant Date Fair Value | $ / shares | 30.98 |
Vested, Weighted Average Grant Date Fair Value | $ / shares | 25.71 |
Forfeited, Weighted Average Grant Date Fair Value | $ / shares | 29.32 |
Nonvested, Ending Balance, Weighted Average Grant Date Fair Value | $ / shares | $ 27.82 |
Shareholders Equity (Schedule58
Shareholders Equity (Schedule of Effect of Redemption on Additional Paid-in Capital) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Equity [Abstract] | ||||
Net loss attributable to common shareholders | $ (23,159) | $ (10,900) | $ (35,555) | $ (70,774) |
Transfers from the noncontrolling interest: | ||||
Increase in additional paid-in capital for exchange of OP Units for common shares | 18,008 | |||
Change from net loss attributable to Starwood Waypoint Homes shareholders and transfer from the noncontrolling interest | $ (23,159) | $ (10,900) | $ (17,547) | $ (70,774) |
Shareholders Equity (Summary of
Shareholders Equity (Summary of Dividends Declared) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 21 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | |
Stock-Based Compensation [Line Items] | |||||
Dividends declared per common share | $ 0.22 | $ 0.22 | $ 0.66 | $ 0.66 | |
Total Amount Paid | $ 85,710 | ||||
Q3 - 2017 [Member] | |||||
Stock-Based Compensation [Line Items] | |||||
Record Date | Sep. 29, 2017 | ||||
Dividends declared per common share | $ 0.22 | ||||
Pay Date | Oct. 13, 2017 | ||||
Total Amount Paid | $ 29,600 | ||||
Q2 - 2017 [Member] | |||||
Stock-Based Compensation [Line Items] | |||||
Record Date | Jun. 30, 2017 | ||||
Dividends declared per common share | $ 0.22 | ||||
Pay Date | Jul. 14, 2017 | ||||
Total Amount Paid | $ 29,600 | ||||
Q1 - 2017 [Member] | |||||
Stock-Based Compensation [Line Items] | |||||
Record Date | Mar. 31, 2017 | ||||
Dividends declared per common share | $ 0.22 | ||||
Pay Date | Apr. 14, 2017 | ||||
Total Amount Paid | $ 26,300 | ||||
Q4 - 2016 [Member] | |||||
Stock-Based Compensation [Line Items] | |||||
Record Date | Dec. 30, 2016 | ||||
Dividends declared per common share | $ 0.22 | ||||
Pay Date | Jan. 13, 2017 | ||||
Total Amount Paid | $ 23,800 | ||||
Q3 - 2016 [Member] | |||||
Stock-Based Compensation [Line Items] | |||||
Record Date | Sep. 30, 2016 | ||||
Dividends declared per common share | $ 0.22 | ||||
Pay Date | Oct. 14, 2016 | ||||
Total Amount Paid | $ 23,800 | ||||
Q2 - 2016 [Member] | |||||
Stock-Based Compensation [Line Items] | |||||
Record Date | Jun. 30, 2016 | ||||
Dividends declared per common share | $ 0.22 | ||||
Pay Date | Jul. 15, 2016 | ||||
Total Amount Paid | $ 23,800 | ||||
Q1 - 2016 [Member] | |||||
Stock-Based Compensation [Line Items] | |||||
Record Date | Mar. 31, 2016 | ||||
Dividends declared per common share | $ 0.22 | ||||
Pay Date | Apr. 15, 2016 | ||||
Total Amount Paid | $ 23,900 |
Related-Party Transactions (Nar
Related-Party Transactions (Narrative) (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2017USD ($)property | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | |
Waypoint/GI Venture LLC Home Acquisition [Member] | |||||
Related Party Transaction [Line Items] | |||||
Number of homes purchased | property | 3,106 | ||||
Aggregate purchase price | $ 814,900,000 | ||||
Fannie Mae [Member] | |||||
Related Party Transaction [Line Items] | |||||
Management fees earned | $ 700,000 | $ 700,000 | $ 2,200,000 | $ 2,200,000 | |
Waypoint Manager [Member] | |||||
Related Party Transaction [Line Items] | |||||
Management fees earned | $ 0 | $ 2,400,000 | $ 4,100,000 | $ 6,800,000 |
Fair Value (Assets Measured at
Fair Value (Assets Measured at Fair Value on a Nonrecurring Basis) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis [Line Items] | ||||
Impairment of real estate | $ (300) | $ (400) | $ (950) | $ (530) |
Real Estate Held For Sale [Member] | Level III [Member] | Fair Value, Measurements, Nonrecurring [Member] | ||||
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis [Line Items] | ||||
Residential real estate, Pre-impairment carrying amount | 2,574 | 5,224 | 8,836 | 7,230 |
Impairment of real estate | (293) | (356) | (950) | (530) |
Residential real estate, Fair value | $ 2,281 | $ 4,868 | $ 7,886 | $ 6,700 |
Fair Value (Financial Instrumen
Fair Value (Financial Instruments Not Carried at Fair Value) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | |
Fair Value [Line Items] | |||
Asset-backed securitization certificates | $ 153,115 | $ 141,103 | |
Credit facilities | 108,501 | ||
Mortgage loans | 3,432,277 | 3,333,241 | |
Convertible senior notes | 526,656 | 356,983 | |
Carrying Value [Member] | |||
Fair Value [Line Items] | |||
Total | 154,963 | 146,940 | |
Total | 4,067,395 | 3,913,444 | |
Fair Value [Member] | |||
Fair Value [Line Items] | |||
Total | 154,963 | 146,940 | |
Total | 4,052,648 | 3,908,428 | |
Level III [Member] | Carrying Value [Member] | |||
Fair Value [Line Items] | |||
Mortgage loans | [1] | 3,488,793 | 3,383,157 |
Convertible senior notes | [1] | 578,602 | 402,500 |
Level III [Member] | Fair Value [Member] | |||
Fair Value [Line Items] | |||
Mortgage loans | [1] | 3,496,706 | 3,383,157 |
Convertible senior notes | [1] | 555,942 | 397,484 |
Level III [Member] | Deutsche Bank [Member] | Carrying Value [Member] | |||
Fair Value [Line Items] | |||
Credit facilities | 19,286 | ||
Level III [Member] | Deutsche Bank [Member] | Fair Value [Member] | |||
Fair Value [Line Items] | |||
Credit facilities | 19,286 | ||
Level III [Member] | Revolving Credit Facilities [Member] | Carrying Value [Member] | |||
Fair Value [Line Items] | |||
Credit facilities | 108,501 | ||
Level III [Member] | Revolving Credit Facilities [Member] | Fair Value [Member] | |||
Fair Value [Line Items] | |||
Credit facilities | 108,501 | ||
Fair Value, Measurements, Nonrecurring [Member] | Level III [Member] | Carrying Value [Member] | |||
Fair Value [Line Items] | |||
Non-performing loans | 1,848 | 5,837 | |
Asset-backed securitization certificates | 153,115 | 141,103 | |
Fair Value, Measurements, Nonrecurring [Member] | Level III [Member] | Fair Value [Member] | |||
Fair Value [Line Items] | |||
Non-performing loans | 1,848 | 5,837 | |
Asset-backed securitization certificates | $ 153,115 | $ 141,103 | |
[1] | The carrying values of the mortgage loans and convertible senior notes exclude deferred financing costs and unamortized discounts. |
Derivatives and Hedging (Narrat
Derivatives and Hedging (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Derivatives Fair Value [Line Items] | ||||
Reclassifications from accumulated other comprehensive income to interest expense | $ 2,154,000 | $ (1,246,000) | $ 1,997,000 | $ (3,053,000) |
Unrealized gain loss on derivatives | (1,894,000) | (1,441,000) | ||
Designated as Hedging Instrument [Member] | Interest Rate Caps [Member] | ||||
Derivatives Fair Value [Line Items] | ||||
Reclassifications from accumulated other comprehensive income to interest expense | 100,000 | 100,000 | 600,000 | 300,000 |
Estimated additional reclassification from accumulated comprehensive income to earnings | 10,400,000 | |||
Designated as Hedging Instrument [Member] | Interest Rate Caps [Member] | Cash Flow Hedging [Member] | ||||
Derivatives Fair Value [Line Items] | ||||
Unrealized (losses) gains due to ineffective portion of change in fair value of derivatives | (400,000) | 9,200,000 | (5,800,000) | (7,600,000) |
Designated as Hedging Instrument [Member] | Interest Rate Caps [Member] | Fair Value Hedge [Member] | ||||
Derivatives Fair Value [Line Items] | ||||
Reclassifications from accumulated other comprehensive income to interest expense | (2,200,000) | 1,200,000 | (2,000,000) | 3,100,000 |
Designated as Hedging Instrument [Member] | Interest Rate Caps and Interest Rate Swap Contracts [Member] | ||||
Derivatives Fair Value [Line Items] | ||||
Derivative notional amount | 2,600,000,000 | 2,600,000,000 | ||
Designated as Hedging Instrument [Member] | Interest Rate Swap Contracts [Member] | ||||
Derivatives Fair Value [Line Items] | ||||
Cash collateral with counterparties | 21,100,000 | |||
Non-designated as Hedging Instrument [Member] | Interest Rate Caps [Member] | ||||
Derivatives Fair Value [Line Items] | ||||
Unrealized gain loss on derivatives | $ (8,000) | $ (18,000) | $ (200,000) | $ (100,000) |
Derivatives and Hedging (Summar
Derivatives and Hedging (Summary of Interest Rate Swap Contracts) (Details) - Interest Rate Swap Contracts [Member] | 9 Months Ended |
Sep. 30, 2017USD ($) | |
JP Morgan Maturity Date March 15, 2018 [Member] | |
Derivatives Fair Value [Line Items] | |
Notional Amount | $ 800,000,000 |
Effective Date | Mar. 15, 2017 |
Maturity Date | Mar. 15, 2018 |
Strike Rate | 0.852% |
Index | One-month LIBOR |
JP Morgan Maturity Date March 15, 2019 [Member] | |
Derivatives Fair Value [Line Items] | |
Notional Amount | $ 800,000,000 |
Effective Date | Mar. 15, 2018 |
Maturity Date | Mar. 15, 2019 |
Strike Rate | 1.098% |
Index | One-month LIBOR |
Morgan Stanley Maturity Date March 15, 2018 [Member] | |
Derivatives Fair Value [Line Items] | |
Notional Amount | $ 800,000,000 |
Effective Date | Mar. 15, 2017 |
Maturity Date | Mar. 15, 2018 |
Strike Rate | 0.8045% |
Index | One-month LIBOR |
Morgan Stanley Maturity Date March 15, 2019 [Member] | |
Derivatives Fair Value [Line Items] | |
Notional Amount | $ 800,000,000 |
Effective Date | Mar. 15, 2018 |
Maturity Date | Mar. 15, 2019 |
Strike Rate | 1.055% |
Index | One-month LIBOR |
JP Morgan Maturity Date July 15, 2018 [Member] | |
Derivatives Fair Value [Line Items] | |
Notional Amount | $ 450,000,000 |
Effective Date | Jul. 15, 2017 |
Maturity Date | Jul. 15, 2018 |
Strike Rate | 0.9325% |
Index | One-month LIBOR |
JP Morgan Maturity Date July 15, 2019 [Member] | |
Derivatives Fair Value [Line Items] | |
Notional Amount | $ 450,000,000 |
Effective Date | Jul. 15, 2018 |
Maturity Date | Jul. 15, 2019 |
Strike Rate | 1.1175% |
Index | One-month LIBOR |
JP Morgan Maturity Date July 15, 2020 [Member] | |
Derivatives Fair Value [Line Items] | |
Notional Amount | $ 450,000,000 |
Effective Date | Jul. 15, 2019 |
Maturity Date | Jul. 15, 2020 |
Strike Rate | 1.2985% |
Index | One-month LIBOR |
JP Morgan Maturity Date July 15, 2021 and Effective July 15, 2020 [Member] | |
Derivatives Fair Value [Line Items] | |
Notional Amount | $ 450,000,000 |
Effective Date | Jul. 15, 2020 |
Maturity Date | Jul. 15, 2021 |
Strike Rate | 1.4725% |
Index | One-month LIBOR |
JP Morgan Maturity Date January 15, 2018 [Member] | |
Derivatives Fair Value [Line Items] | |
Notional Amount | $ 550,000,000 |
Effective Date | Jan. 15, 2017 |
Maturity Date | Jan. 15, 2018 |
Strike Rate | 1.0405% |
Index | One-month LIBOR |
JP Morgan Maturity Date January 15, 2019 [Member] | |
Derivatives Fair Value [Line Items] | |
Notional Amount | $ 550,000,000 |
Effective Date | Jan. 15, 2018 |
Maturity Date | Jan. 15, 2019 |
Strike Rate | 1.5765% |
Index | One-month LIBOR |
JP Morgan Maturity Date January 15, 2020 [Member] | |
Derivatives Fair Value [Line Items] | |
Notional Amount | $ 550,000,000 |
Effective Date | Jan. 15, 2019 |
Maturity Date | Jan. 15, 2020 |
Strike Rate | 1.9285% |
Index | One-month LIBOR |
JP Morgan Maturity Date January 15, 2021 [Member] | |
Derivatives Fair Value [Line Items] | |
Notional Amount | $ 550,000,000 |
Effective Date | Jan. 15, 2020 |
Maturity Date | Jan. 15, 2021 |
Strike Rate | 2.1295% |
Index | One-month LIBOR |
JP Morgan Maturity Date July 15, 2021 and Effective January 15, 2021 [Member] | |
Derivatives Fair Value [Line Items] | |
Notional Amount | $ 550,000,000 |
Effective Date | Jan. 15, 2021 |
Maturity Date | Jul. 15, 2021 |
Strike Rate | 2.2325% |
Index | One-month LIBOR |
Goldman Sachs Maturity Date March 15, 2022 [Member] | |
Derivatives Fair Value [Line Items] | |
Notional Amount | $ 800,000,000 |
Effective Date | Mar. 15, 2019 |
Maturity Date | Mar. 15, 2022 |
Strike Rate | 2.20625% |
Index | One-month LIBOR |
Derivatives and Hedging (Schedu
Derivatives and Hedging (Schedule of Fair Value of Derivative Instruments) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Derivatives Fair Value [Line Items] | ||
Asset Derivatives, Notional Amount | $ 10,155,773 | $ 5,938,963 |
Asset Derivatives, Estimated Fair Value | 22,907 | 25,772 |
Liability Derivatives, Notional Amount | 2,450,000 | |
Liability Derivatives, Estimated Fair Value | (6,624) | |
Designated as Hedging Instrument [Member] | ||
Derivatives Fair Value [Line Items] | ||
Asset Derivatives, Notional Amount | 6,100,000 | 2,490,292 |
Asset Derivatives, Estimated Fair Value | 22,862 | 25,708 |
Liability Derivatives, Notional Amount | 2,450,000 | |
Liability Derivatives, Estimated Fair Value | (6,624) | |
Designated as Hedging Instrument [Member] | Interest Rate Caps [Member] | ||
Derivatives Fair Value [Line Items] | ||
Asset Derivatives, Notional Amount | 440,292 | |
Designated as Hedging Instrument [Member] | Interest Rate Swap Contracts [Member] | ||
Derivatives Fair Value [Line Items] | ||
Asset Derivatives, Notional Amount | 6,100,000 | 2,050,000 |
Asset Derivatives, Estimated Fair Value | 22,862 | 25,708 |
Liability Derivatives, Notional Amount | 2,450,000 | |
Liability Derivatives, Estimated Fair Value | (6,624) | |
Non-designated as Hedging Instrument [Member] | ||
Derivatives Fair Value [Line Items] | ||
Asset Derivatives, Notional Amount | 4,055,773 | 3,448,671 |
Asset Derivatives, Estimated Fair Value | 45 | 64 |
Non-designated as Hedging Instrument [Member] | Interest Rate Caps [Member] | ||
Derivatives Fair Value [Line Items] | ||
Asset Derivatives, Notional Amount | 4,055,773 | 3,448,671 |
Asset Derivatives, Estimated Fair Value | $ 45 | $ 64 |
Income Taxes (Summary of Income
Income Taxes (Summary of Income Tax Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Current | ||||
Federal | $ 200 | $ (68) | $ 200 | $ 7 |
State | 159 | 229 | 495 | 480 |
Total current tax expense | 359 | 161 | 695 | 487 |
Deferred | ||||
Total income tax expense | $ 359 | $ 161 | $ 695 | $ 487 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets | $ 0 | $ 0 |
Deferred tax liabilities | $ 0 | $ 0 |
Defined Contribution Plans (Nar
Defined Contribution Plans (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Defined Contribution Plan Disclosure [Line Items] | ||||
Employer matching contribution, percentage | 50.00% | |||
Defined contribution plan, expense | $ 0.1 | $ 0.2 | $ 0.6 | $ 0.7 |
Maximum [Member] | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Employer contributed compensation percentage | 6.00% |
Discontinued Operations (Narrat
Discontinued Operations (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | |
Aug. 31, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Gain on sale, net of selling costs | $ 204 | $ 13,485 | |
N P L [Member] | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Sale price | $ 265,300 | ||
Gain on sale, net of selling costs | $ 3,500 |
Discontinued Operations (Summar
Discontinued Operations (Summary of Transactions Resulting in Income and Expense Within Non-Performing Loans) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Discontinued Operations And Disposal Groups [Abstract] | ||||
Realized gain on non-performing loans | $ 82 | $ 10,096 | $ 204 | $ 13,485 |
Realized gain on loan conversions | 184 | 2,798 | 1,515 | 12,852 |
Net (loss) gain on sales of real estate and other income and expenses, net | (474) | (762) | 730 | 935 |
Interest expense | (1,488) | (45) | (5,254) | |
Non-performing loan management fees and expenses | (1,776) | (10,195) | (4,609) | (29,386) |
(Loss) income from discontinued operations, net | $ (1,984) | $ 449 | $ (2,205) | $ (7,368) |
Discontinued Operations (Summ71
Discontinued Operations (Summary of Component of Assets and Liabilities and Income and Expenses) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Discontinued Operations And Disposal Groups [Abstract] | ||
Non-performing loans | $ 1,848 | $ 5,837 |
Real estate properties, net | 16,063 | 54,113 |
Other assets | 1,674 | 16,920 |
Assets held for sale | 19,585 | 76,870 |
Master repurchase facility | 19,286 | |
Accounts payable and other liabilities | 242 | 6,209 |
Liabilities related to assets held for sale | $ 242 | $ 25,495 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 3 Months Ended |
Sep. 30, 2017USD ($)property | |
Loss Contingencies [Line Items] | |
Casualty losses and hurricane related damages | $ 12,800 |
Additional homes purchased | property | 498 |
Total commitment | $ 121,400,000 |
Effects of Hurricane Irma and Hurricane Harvey [Member] | |
Loss Contingencies [Line Items] | |
Percentage of homes impacted | 29.00% |
Total number of homes in the impacted markets | property | 19,645 |
Number of homes severely damaged | property | 25 |
Estimated damages from hurricanes | $ 17,400,000 |
Estimated damages/losses accrued for payment | $ 4,600,000 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) | Oct. 25, 2017USD ($) | Oct. 16, 2017USD ($)shares | Oct. 13, 2017$ / shares | Oct. 31, 2017USD ($)property | Jun. 30, 2017USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) |
Subsequent Event [Line Items] | |||||||
Proceeds from sales of real estate | $ 226,731,000 | $ 216,358,000 | |||||
Asset-backed Securities [Member] | Mortgage Loan [Member] | CAH 2014-2 [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Principal reduction payment on mortgage loan | $ 100,000,000 | ||||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Dividends declared date | Oct. 13, 2017 | ||||||
Dividends declared | $ / shares | $ 0.11 | ||||||
Dividends payable expected date | Nov. 7, 2017 | ||||||
Dividends record date | Oct. 24, 2017 | ||||||
Number of homes purchased | property | 129 | ||||||
Acquisition cost | $ 30,500,000 | ||||||
Number of homes sold | property | 69 | ||||||
Proceeds from sales of real estate | $ 13,800,000 | ||||||
Subsequent Event [Member] | Asset-backed Securities [Member] | Mortgage Loan [Member] | CAH 2014-2 [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Principal reduction payment on mortgage loan | $ 50,000 | ||||||
Subsequent Event [Member] | 2017 Convertible Notes [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Maturity date | Oct. 15, 2017 | ||||||
Debt instrument, outstanding balance | $ 3,600,000 | ||||||
Debt instrument, issuance of common shares | shares | 23,026 |