Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Oct. 31, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Invitation Homes Inc. | |
Entity Central Index Key | 1,687,229 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period focus | Q3 | |
Amendment Flag | false | |
Entity Emerging Growth Company | true | |
Entity Small Business | false | |
Entity Ex Transition Period | true | |
Entity Common Stock, Stock Outstanding (in shares) | 520,580,101 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Investments in single-family residential properties: | ||
Land | $ 4,575,697 | $ 4,646,917 |
Building and improvements | 13,650,475 | 13,740,981 |
Total gross investments in the properties | 18,226,172 | 18,387,898 |
Less: accumulated depreciation | (1,423,820) | (1,075,634) |
Investments in single-family residential properties, net | 16,802,352 | 17,312,264 |
Cash and cash equivalents | 130,037 | 179,878 |
Restricted cash | 253,603 | 236,684 |
Goodwill | 258,207 | 258,207 |
Other assets, net | 1,032,449 | 696,605 |
Total assets | 18,476,648 | 18,683,638 |
Liabilities: | ||
Mortgage loans, net | 7,409,700 | 7,580,153 |
Term loan facility, net | 1,490,138 | 1,487,973 |
Revolving facility | 0 | 35,000 |
Convertible senior notes, net | 555,081 | 548,536 |
Accounts payable and accrued expenses | 275,203 | 193,413 |
Resident security deposits | 151,305 | 146,689 |
Other liabilities | 30,573 | 41,999 |
Total liabilities | 9,912,000 | 10,033,763 |
Shareholders' equity | ||
Preferred stock, $0.01 par value per share, 900,000,000 shares authorized, none outstanding at September 30, 2018 and December 31, 2017 | 0 | 0 |
Common stock, $0.01 par value per share, 9,000,000,000 shares authorized, 520,579,577 and 519,173,142 outstanding at September 30, 2018 and December 31, 2017, respectively | 5,206 | 5,192 |
Additional paid-in capital | 8,624,380 | 8,602,603 |
Accumulated deficit | (360,344) | (157,595) |
Accumulated other comprehensive income | 151,886 | 47,885 |
Total shareholders' equity | 8,421,128 | 8,498,085 |
Non-controlling interests | 143,520 | 151,790 |
Total equity | 8,564,648 | 8,649,875 |
Total liabilities and equity | $ 18,476,648 | $ 18,683,638 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 | Feb. 06, 2017 |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 900,000,000 | 900,000,000 | 900,000,000 |
Preferred stock, shares outstanding (in shares) | 0 | 0 | |
Common stock shares, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 9,000,000,000 | 9,000,000,000 | 9,000,000,000 |
Common stock, shares outstanding (in shares) | 520,579,577 | 519,173,142 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues: | ||||
Rental revenues | $ 404,140 | $ 229,375 | $ 1,203,780 | $ 683,975 |
Other property income | 30,111 | 14,161 | 86,566 | 40,527 |
Total revenues | 434,251 | 243,536 | 1,290,346 | 724,502 |
Operating expenses: | ||||
Property operating and maintenance | 170,021 | 93,267 | 496,211 | 274,275 |
Property management expense | 16,692 | 10,852 | 48,204 | 31,436 |
General and administrative | 21,152 | 27,462 | 73,424 | 104,154 |
Depreciation and amortization | 139,371 | 67,466 | 430,321 | 202,558 |
Impairment and other | 3,252 | 14,572 | 13,476 | 16,482 |
Total operating expenses | 350,488 | 213,619 | 1,061,636 | 628,905 |
Operating income | 83,763 | 29,917 | 228,710 | 95,597 |
Interest expense | (97,564) | (56,796) | (287,089) | (182,726) |
Other, net | 3,330 | 613 | 6,697 | (482) |
Gain on sale of property, net of tax | 11,512 | 3,756 | 20,955 | 28,239 |
Net income (loss) | 1,041 | (22,510) | (30,727) | (59,372) |
Net (income) loss attributable to non-controlling interests | (21) | 0 | 532 | 0 |
Net income (loss) attributable to common shareholders | 1,020 | (22,510) | (30,195) | $ (59,372) |
Net income (loss) available to common shareholders — basic | 824 | (22,745) | (30,822) | |
Net income (loss) available to common shareholders — diluted | $ 824 | $ (22,745) | $ (30,822) | |
Weighted average common shares outstanding — basic (in shares) | 520,620,519 | 311,559,780 | 520,267,029 | |
Weighted average common shares outstanding — diluted (in shares) | 521,761,076 | 311,559,780 | 520,267,029 | |
Net income (loss) per common share — basic (in dollars per share) | $ 0 | $ (0.07) | $ (0.06) | |
Net income (loss) per common share — diluted (in dollars per share) | $ 0 | $ (0.07) | $ (0.06) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 1,041 | $ (22,510) | $ (30,727) | $ (59,372) |
Other comprehensive income | ||||
Unrealized gains (losses) on interest rate swaps | 39,488 | (598) | 115,214 | (4,796) |
(Gains) losses from interest rate swaps reclassified into earnings from accumulated other comprehensive income | (5,982) | 4,193 | (9,307) | 12,963 |
Other comprehensive income | 33,506 | 3,595 | 105,907 | 8,167 |
Comprehensive income (loss) | 34,547 | (18,915) | 75,180 | (51,205) |
Comprehensive income attributable to non-controlling interests | (595) | 0 | (1,300) | 0 |
Comprehensive income (loss) attributable to common shareholders | $ 33,952 | $ (18,915) | $ 73,880 | $ (51,205) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - 9 months ended Sep. 30, 2018 - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Total Shareholders' Equity | Non-Controlling Interests |
Beginning Balance, common stock, shares outstanding (in shares) at Dec. 31, 2017 | 519,173,142 | 519,173,142 | |||||
Beginning Balance at Dec. 31, 2017 | $ 8,649,875 | $ 5,192 | $ 8,602,603 | $ (157,595) | $ 47,885 | $ 8,498,085 | $ 151,790 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Capital distributions | (3,025) | (3,025) | |||||
Net loss | (30,727) | (30,195) | (30,195) | (532) | |||
Dividends and dividend equivalents declared ($0.33 per share) | $ (172,554) | (172,554) | (172,554) | ||||
Issuance of common stock — settlement of RSUs, net of tax (in shares) | 1,001,398 | 1,001,398 | |||||
Issuance of common stock — settlement of RSUs, net of tax | $ (8,410) | $ 10 | (8,420) | (8,410) | |||
Share-based compensation expense | 23,582 | 23,582 | 23,582 | ||||
Total other comprehensive income | $ 105,907 | 104,075 | 104,075 | 1,832 | |||
Redemption of OP Units for common stock (in shares) | 405,037 | 405,037 | |||||
Redemption of OP Units for common stock | $ 0 | $ 4 | 6,615 | (74) | 6,545 | (6,545) | |
Ending Balance, common stock, shares outstanding (in shares) at Sep. 30, 2018 | 520,579,577 | 520,579,577 | |||||
Ending Balance at Sep. 30, 2018 | $ 8,564,648 | $ 5,206 | $ 8,624,380 | $ (360,344) | $ 151,886 | $ 8,421,128 | $ 143,520 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares | Aug. 16, 2018 | May 15, 2018 | Feb. 13, 2018 | Oct. 24, 2017 | Aug. 15, 2017 | May 15, 2017 | Sep. 30, 2018 |
Statement of Stockholders' Equity [Abstract] | |||||||
Dividends declared per common share (in dollars per share) | $ 0.11 | $ 0.11 | $ 0.11 | $ 0.08 | $ 0.08 | $ 0.06 | $ 0.33 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Operating Activities: | ||
Net loss | $ (30,727) | $ (59,372) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 430,321 | 202,558 |
Share-based compensation expense | 23,582 | 64,464 |
Amortization of deferred leasing costs | 8,549 | 9,249 |
Amortization of deferred financing costs | 17,825 | 19,550 |
Amortization of debt discounts | 6,816 | 202 |
Provisions for impairment | 3,570 | 1,556 |
Gain on sale of property, net of tax | (20,955) | (28,239) |
Change in fair value of derivative instruments | 8,798 | 3,992 |
Other noncash amounts included in net loss | 3,932 | (1,907) |
Changes in operating assets and liabilities: | ||
Other assets, net | (11,695) | (14,611) |
Accounts payable and accrued expenses | 83,355 | 71,417 |
Resident security deposits | 4,616 | 2,463 |
Other liabilities | (14,906) | (885) |
Net cash provided by operating activities | 513,081 | 270,437 |
Investing Activities: | ||
Amounts deposited and held by others | 8,034 | (2,146) |
Acquisition of single-family residential properties | (184,485) | (154,154) |
Initial renovations to single-family residential properties | (35,783) | (21,500) |
Other capital expenditures for single-family residential properties | (104,800) | (34,010) |
Corporate capital expenditures | (3,548) | (2,809) |
Proceeds from sale of residential properties | 201,752 | 152,713 |
Purchases of investments in debt securities | (163,719) | (51,920) |
Repayment proceeds from retained debt securities | 149,668 | 30,916 |
Other investing activities | (8,153) | 0 |
Net cash used in investing activities | (141,034) | (82,910) |
Financing Activities: | ||
Proceeds from IPO, net of underwriting discounts | 0 | 1,692,058 |
IPO costs paid | 0 | (2,757) |
Payment of dividends and dividend equivalents | (172,554) | (43,906) |
Distributions to non-controlling interests | (3,025) | 0 |
Payment of taxes related to net share settlement of RSUs | (8,410) | (9,906) |
Redemption of Series A Preferred Stock | 0 | (1,153) |
Payments on credit facilities | 0 | (2,321,585) |
Proceeds from mortgage loans | 3,274,179 | 996,420 |
Payments on mortgage loans | (3,416,296) | (2,086,622) |
Proceeds from term loan facility | 0 | 1,500,000 |
Proceeds from revolving facility | 210,000 | 0 |
Payments on revolving facility | (245,000) | 0 |
Deferred financing costs paid | (42,492) | (42,065) |
Other financing activities | (1,371) | 0 |
Net cash used in financing activities | (404,969) | (319,516) |
Change in cash, cash equivalents, and restricted cash | (32,922) | (131,989) |
Cash, cash equivalents, and restricted cash, beginning of period (Note 4) | 416,562 | 420,211 |
Cash, cash equivalents, and restricted cash, end of period (Note 4) | 383,640 | 288,222 |
Supplemental cash flow disclosures: | ||
Interest paid, net of amounts capitalized | 259,007 | 164,054 |
Cash paid for income taxes | 1,569 | 1,987 |
Noncash investing and financing activities: | ||
Accrued renovation improvements at period end | 5,901 | 5,537 |
Accrued residential property capital improvements at period end | 9,690 | 4,426 |
Transfer of residential property, net to other assets, net for held for sale assets | 370,900 | 52,051 |
Reclassification of IPO costs from other assets to additional paid-in capital | 0 | 2,969 |
Change in other comprehensive income from cash flow hedges | 97,465 | 8,167 |
Capital leases | $ 2,209 | $ 0 |
Organization and Formation
Organization and Formation | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Formation | Note 1—Organization and Formation Invitation Homes Inc. (“INVH”) was formed for the purpose of owning, renovating, leasing, and operating single-family residential properties. On February 6, 2017, INVH completed an initial public offering (“IPO”) of 88,550,000 shares of common stock at a price to the public of $20.00 per share. An additional 221,826,634 shares of common stock were issued to the Pre-IPO Owners (as defined below) on January 31, 2017. On November 16, 2017, INVH merged with Starwood Waypoint Homes (“SWH”) as more fully described below resulting in the issuance of an additional 207,448,958 shares of common stock. Prior to the IPO, we conducted our business through a combination of entities formed by Blackstone Real Estate Partners VII L.P. (“BREP VII”), an investment fund sponsored by The Blackstone Group L.P., along with BREP VII’s affiliated side-by-side funds and co-investment vehicles (“BREP VII and Affiliates”). The first Invitation Homes partnership was formed on June 12, 2012, through the establishment of Invitation Homes L.P. (“IH1”) and its wholly-owned subsidiary, THR Property Management L.P. (the “Manager”). Preeminent Holdings, Inc. (“IH2”) was created on February 14, 2013, Invitation Homes 3 L.P. (“IH3”) on August 8, 2013, Invitation Homes 4 L.P. (“IH4”) on January 10, 2014, Invitation Homes 5 L.P. (“IH5”) on August 22, 2014, and Invitation Homes 6 L.P. (“IH6”) on June 15, 2015 (collectively with IH1, the “Invitation Homes Partnerships”). Through the Manager, we provide all management and other administrative services with respect to the properties we own. The collective owners of the Invitation Homes Partnerships prior to the IPO are referred to as the “Pre-IPO Owners.” Invitation Homes Operating Partnership LP (“INVH LP”) and its general partner, Invitation Homes OP GP LLC (the “OP General Partner”), were formed by one of our Pre-IPO Owners on December 14, 2016. INVH LP began negotiating and entering into certain debt and hedge instruments upon its inception in anticipation of our IPO. Prior to the IPO, the Invitation Homes Partnerships and INVH LP were under the common control of BREP VII and Affiliates. BREP VII and Affiliates had the ability to control each of the Invitation Homes Partnerships and manage and operate the Invitation Homes Partnerships through the Manager and a common board of directors. As such, prior to the IPO our historical financial statements include assets, liabilities and results of operations of INVH LP and the Invitation Homes Partnerships and their consolidated subsidiaries on a combined and consolidated basis. As a result of the Pre-IPO Transactions described below, IH2 was effectively merged into INVH (and the assets and liabilities of IH2 were contributed to INVH LP), and the remaining Invitation Homes Partnerships became wholly-owned subsidiaries of INVH through INVH LP. On October 4, 2016, INVH was incorporated in the State of Delaware and was capitalized as of that date by an investment from one of our Pre-IPO Owners. Since inception, and through the date of the Pre-IPO Transactions (as described below), INVH did not engage in any business or activity. On February 6, 2017, INVH changed its jurisdiction of incorporation to Maryland. The Pre-IPO Transactions also included amendments to the INVH charter which provide for the issuance of up to 9,000,000,000 shares of common stock and 900,000,000 shares of preferred stock, $0.01 par value per share. Our organizational structure includes several wholly-owned subsidiaries that were formed to facilitate our financing arrangements (the “Borrower Entities”). These Borrower Entities are used to align the ownership of our single-family residential properties with individual debt instruments. Collateral for the individual debt instruments may be in the form of equity interests in the Borrower Entities or in pools of single-family residential properties owned either directly by the Borrower Entities or indirectly by their wholly-owned subsidiaries (see Note 6 ). References to “Invitation Homes,” the “Company,” “we,” “our,” and “us” refer, collectively, to INVH, INVH LP, and the consolidated subsidiaries of INVH LP, including the Manager. References to “SWH” refer to Starwood Waypoint Homes and its subsidiaries. Pre-IPO Transactions On January 31, 2017, we effected certain transactions (the “Pre-IPO Transactions”) that resulted in INVH LP holding, directly or indirectly, all of the assets, liabilities, and results of operations of the Invitation Homes Partnerships, including the full portfolio of homes held by the Invitation Homes Partnerships. As a result of the Pre-IPO Transactions, INVH LP was wholly-owned by INVH directly and through its wholly-owned subsidiary, the OP General Partner. More specifically: • INVH acquired all of the assets, liabilities, and operations held directly or indirectly by IH2 through certain mergers and related transactions as follows: • IH2 Property Holdings Inc., a parent entity of IH2, merged with and into INVH, with INVH as the entity surviving the merger (the “IH2 Property Holdings Merger”), and the issued and outstanding shares of IH2 Property Holdings Inc., all of which were held by certain of the Pre-IPO Owners, were converted into newly issued shares of common stock of INVH; and • following the IH2 Property Holdings Merger, IH2 merged with and into INVH, with INVH as the entity surviving the merger (the “IH2 Merger”). In the IH2 Merger, all of the shares of common stock of IH2 issued and outstanding immediately prior to such merger, other than the shares held by INVH, were converted into shares of newly issued common stock of INVH. As a result of the IH2 Merger, INVH holds all of the assets and operations held directly or indirectly by IH2 prior to such merger; • prior to the IH2 Merger, our Pre-IPO Owners contributed to INVH their interests in each of the other Invitation Homes Partnerships (other than IH2) in exchange for newly-issued shares of INVH; and • INVH contributed to INVH LP all of the interests in the Invitation Homes Partnerships (other than IH2, the assets, liabilities and operations of which were contributed to INVH LP). The Pre-IPO Transactions were accounted for as a reorganization of entities under common control utilizing historical cost basis. Merger with Starwood Waypoint Homes On November 16, 2017 (the “Merger Date”), pursuant to an Agreement and Plan of Merger, dated as of August 9, 2017 (the “Merger Agreement”), by and among INVH, INVH LP, IH Merger Sub, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of INVH (“REIT Merger Sub”), SWH and Starwood Waypoint Homes Partnership, L.P., a Delaware limited partnership and a subsidiary of SWH (“SWH Partnership”), SWH merged with and into REIT Merger Sub, with REIT Merger Sub surviving as our subsidiary (the “REIT Merger”). Immediately after the REIT Merger, SWH Partnership merged with and into INVH LP, with INVH LP surviving as our subsidiary (the “Partnership Merger,” and together with the REIT Merger, the “Mergers”). Under the terms of the Merger Agreement, each outstanding SWH common share was converted into 1.6140 shares of our common stock (the “Exchange Ratio”), and each outstanding unit of SWH Partnership was converted into 1.6140 common units, representing limited partner interests, in INVH LP. Further, each outstanding restricted share unit of SWH (an “SWH RSU”) that vested as a result of the Mergers was automatically converted into the right to receive our common stock based on the Exchange Ratio, plus any accrued but unpaid dividends (if any) and less certain taxes (if any). After giving effect to the Mergers, as of September 30, 2018 , INVH owns a 98.3% partnership interest in INVH LP and has the full, exclusive and complete responsibility for and discretion over the day to day management and control of INVH LP. See Note 15 for additional information regarding the accounting treatment for the Mergers. The REIT Merger is intended to qualify as a reorganization for United States federal income tax purposes, and the Partnership Merger is intended to be treated as a transaction that is generally tax free to the holders of units of SWH Partnership for United States federal income tax purposes. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2—Significant Accounting Policies Basis of Presentation The accompanying interim condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and with the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with our audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2017 . Subsequent to the date of the Pre-IPO Transactions, these condensed consolidated financial statements include the accounts of INVH and its consolidated subsidiaries. Prior to the date of the Pre-IPO Transactions, these condensed consolidated financial statements include the combined accounts of INVH LP and the Invitation Homes Partnerships and their wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in the condensed consolidated financial statements. In the opinion of management, all adjustments that are of a normal recurring nature considered necessary for a fair presentation of our interim financial statements have been included in these condensed consolidated financial statements. Operating results for the nine months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2018 . We consolidate entities when we own, directly or indirectly, a majority interest in the entity or are otherwise able to control the entity. We consolidate variable interest entities (“VIEs”) in accordance with Accounting Standards Codification (“ASC”) 810, Consolidation , if we are the primary beneficiary of the VIE as determined by our power to direct the VIE’s activities and the obligation to absorb its losses or the right to receive its benefits, which are potentially significant to the VIE. A VIE is broadly defined as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity’s activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. As described in Note 5 , as a result of the Mergers we acquired an investment in a joint venture with the Federal National Mortgage Association (“FNMA”), which is a voting interest entity. We do not hold a controlling financial interest in the joint venture but have significant influence over its operating and financial policies. Additionally, FNMA held certain substantive participating rights that preclude the presumption of control by us; as such, we account for our investment using the equity method. In connection with the Mergers, we initially recorded this investment at fair value in connection with purchase accounting as described in Note 15 and have subsequently adjusted for our proportionate share of net earnings or losses and other comprehensive income or loss, cash contributions made and distributions received, and other adjustments, as appropriate. Distributions of operating profit from the joint venture are reported as part of operating cash flows while distributions related to a capital transaction, such as a refinancing transaction or sale, are reported as investing activities. Non-controlling interests primarily represent the interests in INVH LP held by a third party as a result of the Partnership Merger. Non-controlling interests are presented as a separate component of equity on the condensed consolidated balance sheets as of September 30, 2018 and December 31, 2017 and the condensed consolidated statements of operations for the three and nine months ended September 30, 2018 includes an allocation of the net income (loss) attributable to the non-controlling interest holders. Adoption of New Accounting Standards In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which provides guidance on revenue recognition and supersedes the revenue recognition requirements in Topic 605, Revenue Recognition , most industry-specific guidance, and some cost guidance included in Subtopic 605-35, Revenue Recognition—Construction-Type and Production-Type Contracts. The standard’s core principle is that a company recognizes revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under current guidance. These judgments may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. We adopted ASU 2014-09 effective January 1, 2018 using the modified retrospective transition method. This adoption did not have a significant impact on our condensed consolidated financial statements, as more than 90% of our total revenues consist of rental income from leasing arrangements, and such revenue is specifically excluded from the standard. We analyzed our remaining revenue streams included within other property income and concluded there was no change to the timing and pattern of revenue recognition for these revenue streams under the new guidance. As such, adoption of the standard did not result in a change to our revenue recognition policies, require recognition of a cumulative adjustment as of January 1, 2018, or have a material impact on our condensed consolidated financial statements . In September 2017, the FASB issued ASU No. 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments. The purpose of this pronouncement is to update the guidance in the SEC paragraphs of the ASC to align with ASU No. 2014-09. We adopted ASU 2017-03 effective January 1, 2018, and it did not have a material impact on our condensed consolidated financial statements. In M ay 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting , which clarifies the definition of modification with the objective of evaluating whether modification accounting should be applied when there are changes to the terms or conditions of a share-based payment award. We adopted ASU 2017-09 effective January 1, 2018, and it did not 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 Ass ets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets. The new guidance clarifies that ASC 610-20 applies to the derecognition of nonfinancial assets and in substance nonfinancial assets unless other specific guidance applies. As a result, it will not apply to the derecognition of businesses, nonprofit activities, or financial assets (including equity method investments), or to revenue transactions (contracts with customers). The new guidance also clarifies that an in substance nonfinancial asset is an asset or group of assets for which substantially all of the fair value consists of nonfinancial assets and the group or subsidiary is not a business. In addition, transfers of nonfinancial assets to another entity in exchange for a non-controlling ownership interest in that entity will be accounted for under ASC 610-20, removing specific guidance on such partial exchanges from ASC 845, Nonmonetary Transactions. As a result of the new guidance, the guidance specific to real estate sales in ASC 360-20, Real Estate Sales, will be eliminated. As such, sales and partial sales of real estate assets will now be subject to the same derecognition model as all other nonfinancial assets. We adopted ASU 2017-05 effective January 1, 2018, and it did not have a material impact on our condensed consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , to simplify the accounting for goodwill impairment by removing step two of the goodwill impairment test, which had involved determining the fair value of individual assets and liabilities of a reporting unit to measure goodwill. Instead, goodwill impairment will be determined as the excess of a reporting unit’s carrying value over its fair value, not to exceed the carrying amount of goodwill. We adopted ASU 2017-04 effective January 1, 2018, which will impact our goodwill impairment testing process; however, it did not have a material impact on our condensed consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires that period changes in the total of cash, cash equivalents, and amounts generally described as restricted cash or cash equivalents are explained in the statement of cash flows. Thus, amounts generally described as restricted cash and restricted cash equivalents will be included with cash and cash equivalents when reconciling the beginning and ending balances shown in the statement of cash flows. We adopted ASU 2016-18 effective January 1, 2018, using a retrospective transition method. As a result, on our condensed consolidated statements of cash flow, changes in restricted cash related to security deposits (previously included in the operating activities section) and changes in the restricted cash line (previously included in the investing activities section) have been eliminated. C hanges in restricted cash are now included in the beginning of period and end of period total cash, cash equivalents and restricted cash amounts. Additionally, Note 4 includes expanded disclosures regarding the components of the beginning and ending balances on our condensed consolidated statements of cash flows. In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. This new guidance will require the current and deferred tax effects of intercompany transactions, except for those involving inventory, to be recognized currently. Under current GAAP, the tax effects of intra-entity asset transfers are deferred until the transferred asset is sold to a third party or otherwise recovered through use. We adopted ASU 2016-16 effective January 1, 2018, and it did not have a material impact on our condensed consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which clarifies the classification of certain cash receipts and cash payments including debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, proceeds from the settlement of insurance claims, and beneficial interests in securitization transactions. We adopted ASU 2016-15 effective January 1, 2018, and it did not have a material impact on our condensed consolidated financial statements. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities , which amends certain aspects of recognition, measurement, presentation and disclosure of financial instruments, including the requirement to measure certain equity investments at fair value with changes in fair value recognized in net income. We adopted ASU 2016-01 effective January 1, 2018, and it did not have a material impact on our condensed consolidated financial statements. Use of Estimates The preparation of the condensed consolidated 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 condensed consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. These estimates are inherently subjective in nature and actual results could differ from those estimates. Accounting Policies There have been no changes to our significant accounting policies that have had a material impact on our condensed consolidated financial statements and related notes, compared to those policies disclosed in our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2017 . Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which changes how companies will measure credit losses for certain financial assets. This guidance requires an entity to estimate its expected credit loss and record an allowance based on this estimate so that it is presented at the net amount expected to be collected on the financial asset. This new standard will be effective for annual reporting periods beginning after December 15, 2019, and interim periods within that reporting period, with early adoption permitted beginning after December 15, 2018 and interim periods within that reporting period. We do not anticipate that the adoption of this standard will have a material impact on our condensed consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which will require lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than one year. Lessor accounting will remain similar to lessor accounting under current GAAP, while aligning with the FASB’s new revenue recognition guidance. The new standard will be effective for us for annual reporting periods beginning after December 15, 2018, and for interim periods within those annual periods, with early adoption permitted. We expect to adopt the new standard on January 1, 2019 using the optional transition approach and use the effective date as our date of initial application. Consequently, financial information will not be updated, and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. We expect that the adoption of this standard will result in an increase in assets and liabilities on our condensed consolidated balance sheets related to our leased office space and vehicles. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, which changes the fair value disclosure requirements for certain financial instruments. This guidance reduces the need for certain disclosure language related to our financial instruments and adds additional support for unobservable inputs used in the calculation of fair values. This new standard will be effective for annual reporting periods beginning after December 15, 2019, and interim periods within that reporting period. We do not anticipate that the adoption of this standard will have a material impact on our condensed consolidated financial statements. In August 2018, the SEC issued Securities Act Release No. 33-10532, Disclosure Update and Simplification , which amends certain of its disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. The amendments are generally effective for filings on or after November 5, 2018. The Disclosure Update and Simplification eliminated SEC Regulation S-X, 3-15(a)(1) which previously required real estate investment trusts (“REITs”) to present separately all gains and losses on the sale of properties outside of continuing operations in the statement of operations. Accordingly, we have conformed the presentation of our condensed consolidated statement of operations with this amendment for all periods presented. The Disclosure Update and Simplification also extends to interim periods the annual requirement in SEC Regulation S-X, Rule 3-04,2 to disclose and analyze changes in stockholders’ equity for the current quarter and year to date interim periods as well as the comparative periods of the prior year (either in a separate statement or footnote). The additional disclosure requirements around the changes in stockholders’ equity are required in the Form 10-Q for the quarter that begins after the effective date of the amendments. We anticipate our first presentation of changes in shareholders’ equity will be included in our Quarterly Report on Form 10-Q for the quarter ending March 31, 2019. |
Investments in Single-Family Re
Investments in Single-Family Residential Properties | 9 Months Ended |
Sep. 30, 2018 | |
Real Estate [Abstract] | |
Investments in Single-Family Residential Properties | Note 3—Investments in Single-Family Residential Properties The following table sets forth the net carrying amount associated with our properties by component: September 30, December 31, Land $ 4,575,697 $ 4,646,917 Single-family residential property 12,996,911 13,084,156 Capital improvements 536,157 536,297 Equipment 117,407 120,528 Total gross investments in the properties 18,226,172 18,387,898 Less: accumulated depreciation (1,423,820 ) (1,075,634 ) Investments in single-family residential properties, net $ 16,802,352 $ 17,312,264 As of September 30, 2018 and December 31, 2017 , the carrying amount of the residential properties above includes $122,085 and $125,903 , respectively, of capitalized acquisition costs (excluding purchase price), along with $66,071 and $62,938 , respectively, of capitalized interest, $25,523 and $25,966 , respectively, of capitalized property taxes, $4,701 and $4,727 , respectively, of capitalized insurance, and $2,780 and $2,818 , respectively, of capitalized homeowners’ association (“HOA”) fees. During the three months ended September 30, 2018 and 2017 , we recognized $127,544 and $66,671 , respectively, of depreciation expense related to the components of the properties, $4,624 and $0 , respectively, of amortization related to in-place lease intangible assets, and $7,203 and $795 , respectively, of depreciation and amortization related to corporate furniture and equipment. These amounts are included in depreciation and amortization in the condensed consolidated statements of operations. Further, during the three months ended September 30, 2018 and 2017 , impairments totaling $1,296 and $424 , respectively, have been recognized and are included in impairment and other in the condensed consolidated statements of operations. During the nine months ended September 30, 2018 and 2017 , we recognized $382,706 and $200,023 , respectively, of depreciation expense related to the components of the properties, $37,517 and $0 , respectively, of amortization related to in-place lease intangible assets, and $10,098 and $2,535 , respectively, of depreciation and amortization related to corporate furniture and equipment. These amounts are included in depreciation and amortization in the condensed consolidated statements of operations. Further, during the nine months ended September 30, 2018 and 2017 , impairments totaling $3,570 and $1,556 , respectively, have been recognized and are included in impairment and other in the condensed consolidated statements of operations. |
Cash, Cash Equivalents, and Res
Cash, Cash Equivalents, and Restricted Cash | 9 Months Ended |
Sep. 30, 2018 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents, and Restricted Cash | Note 4—Cash, Cash Equivalents, and Restricted Cash The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the condensed consolidated balance sheets that sum to the total of such amounts shown in the condensed consolidated statements of cash flows: September 30, December 31, 2018 2017 2017 2016 Cash and cash equivalents $ 130,037 $ 134,441 $ 179,878 $ 198,119 Restricted cash 253,603 153,781 236,684 222,092 Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows $ 383,640 $ 288,222 $ 416,562 $ 420,211 Pursuant to the terms of the mortgage loans described in Note 6 , we are required to establish, maintain, and fund from time to time (generally either monthly or at the time borrowings are funded) certain specified reserve accounts. These reserve accounts include, but are not limited to, the following types of accounts: (i) property tax reserves; (ii) insurance reserves; (iii) capital expenditure reserves; and (iv) HOA reserves. The reserve accounts associated with the mortgage loans are under the sole control of the loan servicer. Additionally, we hold security deposits pursuant to resident lease agreements that are required to be segregated. Until April 3, 2018 , we were required to post collateral related to certain of our interest rate swap agreements, and we hold letters of credit as required by certain of our insurance policies. Accordingly, amounts funded to these reserve accounts, security deposit accounts, and other restricted accounts have been classified on our condensed consolidated balance sheets as restricted cash. The amounts funded, and to be funded, to the reserve accounts are subject to formulae included in the mortgage loan agreements and are to be released to us subject to certain conditions specified in the mortgage loan agreements being met. To the extent that an event of default were to occur, the loan servicer has discretion to use such funds to either settle the applicable operating expenses to which such reserves relate or reduce the allocated loan amount associated with a residential property of ours. The balances of our restricted cash accounts, as of September 30, 2018 and December 31, 2017 , are set forth in the table below. As of September 30, 2018 and December 31, 2017 , no amounts were funded to the insurance accounts as the conditions specified in the mortgage loan agreements that require such funding did not exist. September 30, December 31, Resident security deposits $ 153,492 $ 147,098 Property taxes 60,350 20,785 Collections 24,854 40,607 Standing and capital expenditure reserves 8,245 5,257 Letters of credit 3,443 3,567 Special and other reserves 3,219 4,250 Derivative collateral — 15,120 Total $ 253,603 $ 236,684 |
Other Assets
Other Assets | 9 Months Ended |
Sep. 30, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Note 5—Other Assets As of September 30, 2018 and December 31, 2017 , the balances in other assets, net are as follows: September 30, December 31, Investments in debt securities, net $ 392,860 $ 378,545 Held for sale assets (1) 309,708 46,814 Derivative instruments (Note 7) 157,392 57,612 Investment in unconsolidated joint venture 56,667 57,078 Rent and other receivables, net 36,114 24,525 Prepaid expenses 29,181 37,869 Corporate fixed assets, net 12,254 16,595 Amounts deposited and held by others 7,798 12,598 Deferred leasing costs, net 6,991 7,018 Deferred financing costs, net 5,729 7,504 In-place leases, net — 37,517 Other 17,755 12,930 Total $ 1,032,449 $ 696,605 (1) As of September 30, 2018 and December 31, 2017 , 1,966 and 236 properties, respectively, are classified as held for sale. Of the 1,966 properties classified as held for sale as of September 30, 2018 , 1,486 were related to bulk sale transactions (see Note 16). Investments in Debt Securities, net As of September 30, 2018 , in connection with certain of our Securitizations (as defined in Note 6 ), we have retained and purchased certificates totaling $392,860 , net of unamortized discounts of $3,081 . These investments in debt securities are classified as held to maturity investments. As of September 30, 2018 and December 31, 2017 , there were no gross unrecognized holding gains or losses, and there were no other than temporary impairments recognized in accumulated other comprehensive income. As of September 30, 2018 , our retained certificates are scheduled to mature over the next 10 months to nine years. Investment in Unconsolidated Joint Venture In connection with the Mergers, we acquired a 10% interest in a joint venture with FNMA to operate, lease, and manage a portfolio of properties primarily located in Arizona, California, and Nevada. A wholly-owned subsidiary of INVH LP is the managing member of the joint venture and is responsible for the operation and management of the properties, subject to FNMA’s approval on major decisions. As of September 30, 2018 and December 31, 2017 , the joint venture owned 756 and 776 properties, respectively. Rent and Other Receivables, net We lease our properties to residents pursuant to leases that generally have an initial contractual term of at least 12 months , provide for monthly payments, and are cancelable by the resident and us under certain conditions specified in the related lease agreements. Included in other assets, net on the condensed consolidated balance sheets, is an allowance for doubtful accounts of $2,887 and $4,094 , as of September 30, 2018 and December 31, 2017 , respectively. Deferred Financing Costs, net In connection with our Revolving Facility (as defined in Note 6 ), we incurred $9,673 of financing costs during the year ended December 31, 2017 , which have been deferred as other assets, net on our condensed consolidated balance sheet due to the line of credit features of the Revolving Facility. These deferred financing costs are being amortized as interest expense on a straight-line basis over the term of the Revolving Facility. As of September 30, 2018 and December 31, 2017 , the unamortized balances of these deferred financing costs are $5,729 and $7,504 , respectively. In-Place Leases, net In connection with the Mergers, we acquired in-place leases with a fair value of $45,740 . The amortization period assigned at the Merger Date was approximately eight months, which represents the weighted average remaining lease period, and amortization expense of $4,624 and $37,517 is included in depreciation and amortization expense in the condensed consolidated statements of operations for the three and nine months ended September 30, 2018 , respectively. As of September 30, 2018 and December 31, 2017 , the unamortized balances of the in-place lease intangible asset are $0 and $37,517 , respectively. The balance was fully amortized during the nine months ended September 30, 2018 . |
Debt
Debt | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Note 6—Debt Mortgage Loans Our securitization transactions (the “Securitizations” or the “mortgage loans”) are collateralized by certain homes owned by the respective Borrower Entities. We utilize the proceeds from our securitizations to fund (i) repayments of then-outstanding indebtedness, (ii) initial deposits into Securitization reserve accounts, (iii) closing costs in connection with the mortgage loans, (iv) general costs associated with our operations, and (v) distributions and dividends. In addition to the Securitization transactions we initiated, we assumed certain mortgage loans from SWH in connection with the Mergers. The following table sets forth a summary of our mortgage loan indebtedness as of September 30, 2018 and December 31, 2017 : Outstanding Principal Balance (2) Origination Date Maturity Date Interest (1) Range of Spreads September 30, December 31, CAH 2014-1 (3) N/A N/A —% N/A $ — $ 473,384 CAH 2014-2 (3) N/A N/A —% N/A — 385,401 IH 2015-1, net (4) N/A N/A —% N/A — 528,795 IH 2015-2 (4) N/A N/A —% N/A — 627,259 IH 2015-3 (5) N/A N/A —% N/A — 1,165,886 CAH 2015-1 (6) June 11, 2015 July 9, 2019 4.16% 128-373 bps 646,760 656,551 CSH 2016-1 (6)(7) June 7, 2016 July 9, 2019 4.58% 158-508 bps 325,838 531,517 CSH 2016-2 (6) November 3, 2016 December 9, 2019 4.11% 133-423 bps 603,076 609,815 IH 2017-1 (8) April 28, 2017 June 9, 2027 4.23% N/A 995,870 996,453 SWH 2017-1 (6) September 29, 2017 October 9, 2019 3.81% 102-347 bps 767,835 769,754 IH 2017-2 (6) November 9, 2017 December 9, 2019 3.77% 91-306 bps 862,181 863,413 IH 2018-1 (3)(6) February 8, 2018 March 9, 2020 3.50% 76-256 bps 913,317 — IH 2018-2 (4)(6) May 8, 2018 June 9, 2020 3.64% 95-230 bps 1,051,996 — IH 2018-3 (5)(6)(7) June 28, 2018 July 9, 2020 3.68% 105-230 bps 1,299,509 — Total Securitizations 7,466,382 7,608,228 Less deferred financing costs, net (56,682 ) (28,075 ) Total $ 7,409,700 $ 7,580,153 (1) Except for IH 2017-1, interest rates are based on a weighted average spread over the London Interbank Offered Rate (“LIBOR”) , plus applicable servicing fees; as of September 30, 2018 , LIBOR was 2.26% . Our IH 2017-1 mortgage loan bears interest at a fixed rate of 4.23% per annum, equal to the market determined pass-through rate payable on the certificates including applicable servicing fees. (2) Outstanding principal balance is net of discounts and does not include deferred financing costs, net. (3) On February 8, 2018, the outstanding balances of CAH 2014-1 and CAH 2014-2 were repaid in full with proceeds from IH 2018-1, a new securitization transaction. (4) On May 8, 2018, the outstanding balances of IH 2015-1 and IH 2015-2 were repaid in full with proceeds from IH 2018-2, a new securitization transaction. (5) On June 28, 2018, the outstanding balance of IH 2015-3 was repaid in full with proceeds from IH 2018-3, a new securitization transaction. (6) The initial maturity term of each of these mortgage loans is two to three years, individually subject to two to five , one -year extension options at the borrower’s discretion (provided that there is no continuing event of default under the mortgage loan agreement and the borrower obtains a replacement interest rate cap agreement in a form reasonably acceptable to the lender). Our CSH 2016-1 and CSH 2016-2 mortgage loans have exercised the first extension options, and CAH 2015-1 has exercised the second extension option. The maturity dates above are reflective of all extensions that have been exercised. (7) On July 9, 2018, we made a voluntary prepayment of $200,000 against the outstanding balance of CSH 2016-1 with excess proceeds from the IH 2018-3 securitization transaction and available unrestricted cash on hand. On October 9, 2018, we made a voluntary prepayment of $50,000 against the outstanding balance of CSH 2016-1 with unrestricted cash on hand (see Note 16). (8) Net of unamortized discount of $3,081 and $3,345 as of September 30, 2018 and December 31, 2017 , respectively. Securitization Transactions For each Securitization transaction, the Borrower Entity executed a loan agreement with a third‑party lender. Except for IH 2017-1, each mortgage loan consists of five to seven components. The components are floating rate except with respect to certain components we were required to retain in connection with risk retention rules. The two to three year initial terms are individually subject to two to five , one -year extension options at the Borrower Entity’s discretion. Such extensions are available provided there is no continuing event of default under the respective mortgage loan agreement and the Borrower Entity obtains a replacement interest rate cap agreement in a form reasonably acceptable to the lender. IH 2017-1 is a 10 -year, fixed rate mortgage loan comprised of two components. Certificates issued by the trust in connection with Component A of IH 2017-1 benefit from FNMA’s guaranty of timely payment of principal and interest. Certain components were sold at a discount, and $3,081 and $3,345 of unamortized discount are included in mortgage loans, net on our condensed consolidated balance sheets as of September 30, 2018 and December 31, 2017 , respectively. Each mortgage loan is secured by a pledge of the equity in the assets of the respective Borrower Entities, as well as first-priority mortgages on the underlying properties and a grant of security interests in all of the related personal property. As of September 30, 2018 and December 31, 2017 , a total of 43,701 and 47,616 homes, respectively, were pledged pursuant to the mortgage loans. We are obligated to make monthly payments of interest for each mortgage loan, and IH 2013-1 and CAH 2014-1 also required monthly payments of principal. Transactions with Trusts Concurrent with the execution of each mortgage loan agreement, the respective third-party lender sold each loan it originated to individual depositor entities (the “Depositor Entities”) who subsequently transferred each loan to Securitization-specific trust entities (the “Trusts”). The Depositor Entities for our Securitizations currently outstanding are wholly-owned subsidiaries. We accounted for the transfer of the individual Securitizations from the wholly-owned Depositor Entities to the respective Trusts as sales under ASC Topic 860, Transfers and Servicing , with no resulting gain or loss as the Securitizations were both originated by the lender and immediately transferred at the same fair market value. As consideration for the transfer of each loan to the Trusts, the Trusts issued certificate classes which mirror the components of the individual loan agreements (collectively, the “Certificates”) to the Depositor Entities, except that Class R certificates do not have related loan components as they represent residual interests in the Trusts. The Certificates represent the entire beneficial interest in the Trusts. Following receipt of the Certificates, the Depositor Entities sold the Certificates to investors and used the proceeds as consideration for the loans sold to the Depositor Entities by the lenders. These transactions had no effect on our condensed consolidated financial statements other than with respect to Certificates we retained in connection with Securitizations or purchased at a later date. The Trusts are structured as pass-through entities that receive interest, and in the case of IH 2013-1 and CAH 2014-1 principal payments, from the Securitizations and distribute those payments to the holders of the Certificates. The assets held by the Trusts are restricted and can only be used to fulfill the obligations of those entities. The obligations of the Trusts do not have any recourse to the general credit of any entities in these condensed consolidated financial statements. We have evaluated our interests in certain certificates of the Trusts held by us (discussed below) and determined that they do not create a more than insignificant variable interest in the Trusts. Additionally, the retained certificates do not provide us with any ability to direct the activities that could impact the Trusts’ economic performance. Therefore, we do not consolidate the Trusts. Retained Certificates Beginning in April 2014 , the Trusts made Certificates available for sale to both domestic and foreign investors. With the introduction of foreign investment, sponsors of the mortgage loans are required to retain a portion of the risk that represents a material net economic interest in each loan. These requirements were further refined in December 2016 pursuant to Regulation RR (the “Risk Retention Rules”) under the Securities Exchange Act of 1934, as amended. As such, loan sponsors are now required to retain a portion of the credit risk that represents not less than 5% of the aggregate fair value of the loan as of the closing date. To fulfill these requirements, Class G certificates for IH 2015-1, IH 2015-2, IH 2015-3, CAH 2015-1, CSH 2016-1, and CSH 2016-2 are issued in an amount equal to 5% of the original principal amount of the loans. Per the terms of the mortgage loan agreements, the Class G certificates are restricted certificates that were made available exclusively to the sponsor, as applicable. We retained these Class G certificates during the time the related Securitizations are outstanding, and they are principal only, bearing a stated interest rate of 0.0005% . Additionally, in certain instances, we have elected to purchase certain Class F certificates, which bear a stated annual interest rate of LIBOR plus a spread ranging from 3.73% to 5.08% . For IH 2017-1, the Class B certificates are restricted certificates that were made available exclusively to INVH LP in order to comply with the Risk Retention Rules. The Class B certificates bear a stated annual interest rate of 4.23% , including applicable servicing fees. For SWH 2017-1, IH 2017-2, IH 2018-1, IH 2018-2, and IH 2018-3, we retained a portion of each certificate class to meet the Risk Retention Rules. These retained certificates accrue interest at a floating rate of LIBOR plus a spread ranging from 0.76% to 3.47% . The retained certificates total $392,860 and $378,545 as of September 30, 2018 and December 31, 2017 , respectively, are classified as held to maturity investments, and are recorded in other assets, net on the condensed consolidated balance sheets (see Note 5 ). Loan Covenants The general terms that apply to all of the mortgage loans require us to maintain compliance with certain affirmative and negative covenants. Affirmative covenants with which we must comply include our, and certain of our affiliates’, compliance with (i) licensing, permitting and legal requirements specified in the mortgage loan agreements, (ii) organizational requirements of the jurisdictions in which we, and certain of our affiliates, are organized, (iii) federal and state tax laws, and (iv) books and records requirements specified in the respective mortgage loan agreements. Negative covenants with which we must comply include our, and certain of our affiliates’, compliance with limitations surrounding (i) the amount of our indebtedness and the nature of our investments, (ii) the execution of transactions with affiliates, (iii) the Manager, and (iv) the nature of our business activities. As of September 30, 2018 , and through the date our condensed consolidated financial statements were issued, we believe we are in compliance with all affirmative and negative covenants. Prepayments For the mortgage loans, prepayments of amounts owed by us are generally not permitted by us under the terms of the respective mortgage loan agreements unless such prepayments are made pursuant to the voluntary election or mandatory provisions specified in such agreements. The specified mandatory provisions become effective to the extent that a property becomes characterized as a disqualified property, a property is sold, and/or upon the occurrence of a condemnation or casualty event associated with a property. To the extent either a voluntary election is made, or a mandatory prepayment condition exists, in addition to paying all interest and principal, we must also pay certain breakage costs as determined by the loan servicer and a spread maintenance premium if prepayment occurs before the month following the one or two year anniversary of the closing dates of each of the mortgage loans except for IH 2017-1. For IH 2017-1, prepayments on or before December 2026 will require a yield maintenance premium. For the nine months ended September 30, 2018 and 2017 , we made voluntary and mandatory prepayments of $3,416,296 and $2,086,622 , respectively, under the terms of the mortgage loan agreements. Term Loan Facility and Revolving Facility On February 6, 2017, we entered into a credit agreement with a syndicate of banks, financial institutions and institutional lenders for a credit facility (the “Credit Facility”), which was amended on December 18, 2017 to include entities and homes acquired in the Mergers. The Credit Facility provides $2,500,000 of borrowing capacity and consists of a $1,000,000 revolving facility (the “Revolving Facility”), which will mature on February 6, 2021, with a one -year extension option, and a $1,500,000 term loan facility (the “Term Loan Facility”), which will mature on February 6, 2022. The Revolving Facility also includes borrowing capacity available for letters of credit and for short-term borrowings referred to as swing line borrowings, in each case subject to certain sublimits. The Credit Facility provides us with the option to enter into additional incremental credit facilities (including an uncommitted incremental facility that provides us with the option to increase the size of the Revolving Facility and/or the Term Loan Facility by an aggregate amount of up to $1,500,000 ) , subject to certain limitations. Proceeds from the Term Loan Facility were used to repay existing indebtedness and for general corporate purposes. Proceeds from the Revolving Facility are used for general corporate purposes. The following table sets forth a summary of the outstanding principal amounts under the Credit Facility as of September 30, 2018 and December 31, 2017 : Maturity Interest (1) September 30, December 31, Term Loan Facility February 6, 2022 3.96% $ 1,500,000 $ 1,500,000 Deferred financing costs, net (9,862 ) (12,027 ) Term Loan Facility, net $ 1,490,138 $ 1,487,973 Revolving Facility February 6, 2021 4.01% $ — $ 35,000 (1) Interest rates for the Term Loan Facility and the Revolving Facility are based on LIBOR plus an applicable margin. As of September 30, 2018 the applicable margins were 1.70% and 1.75% , respectively, and LIBOR was 2.26% . Interest Rate and Fees Borrowings under the Credit Facility bear interest, at our option, at a rate equal to a margin over either (a) a LIBOR rate determined by reference to the Bloomberg LIBOR rate (or comparable or successor rate) for the interest period relevant to such borrowing, or (b) a base rate determined by reference to the highest of (1) the administrative agent’s prime lending rate, (2) the federal funds effective rate plus 0.50% , and (3) the LIBOR rate that would be payable on such day for a LIBOR rate loan with a one-month interest period plus 1.00% . The margin is based on a total leverage based grid. The margin for the Revolving Facility ranges from 0.75% to 1.30% , in the case of base rate loans, and 1.75% to 2.30% , in the case of LIBOR rate loans. The margin for the Term Loan Facility ranges from 0.70% to 1.30% , in the case of base rate loans, and 1.70% to 2.30% , in the case of LIBOR rate loans. In addition, the Credit Facility provides that, upon receiving an investment grade rating on its non-credit enhanced, senior unsecured long term debt of BBB- or better from Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., or Baa3 or better from Moody’s Investors Service, Inc. (an “Investment Grade Rating Event”), we may elect to convert to a credit rating based pricing grid. In addition to paying interest on outstanding principal under the Credit Facility, we are required to pay a facility fee to the lenders under the Revolving Facility in respect of the unused commitments thereunder. The facility fee rate is based on the daily unused amount of the Revolving Facility and is either 0.35% or 0.20% per annum based on the unused facility amount. Upon converting to a credit rating pricing based grid, the unused facility fee will no longer apply; and we will be required to pay a facility fee ranging from 0.125% to 0.300% . We are also required to pay customary letter of credit fees. Prepayments and Amortization No principal reductions are required under the Credit Facility. We are permitted to voluntarily repay amounts outstanding under the Term Loan Facility at any time without premium or penalty, subject to certain minimum amounts and the payment of customary “breakage” costs with respect to LIBOR loans. Once repaid, no further borrowings will be permitted under the Term Loan Facility. Loan Covenants The Credit Facility contains certain customary affirmative and negative covenants and events of default. Such covenants will, among other things, restrict, subject to certain exceptions, our ability and that of the Subsidiary Guarantors (as defined below) and their respective subsidiaries to (i) engage in certain mergers, consolidations or liquidations, (ii) sell, lease or transfer all or substantially all of their respective assets, (iii) engage in certain transactions with affiliates, (iv) make changes to our fiscal year, (v) make changes in the nature of our business and our subsidiaries, and (vi) incur additional indebtedness that is secured on a pari passu basis with the Credit Facility. The Credit Facility also requires us, on a consolidated basis with our subsidiaries, to maintain a (i) maximum total leverage ratio, (ii) maximum secured leverage ratio, (iii) maximum unencumbered leverage ratio, (iv) minimum fixed charge coverage ratio, (v) minimum unencumbered fixed charge coverage ratio, and (vi) minimum tangible net worth. If an event of default occurs, the lenders under the Credit Facility are entitled to take various actions, including the acceleration of amounts due under the Credit Facility and all actions permitted to be taken by a secured creditor. As of September 30, 2018 , and through the date our condensed consolidated financial statements were issued, we believe we were in compliance with all affirmative and negative covenants. Guarantees and Security The obligations under the Credit Facility are guaranteed on a joint and several basis by each of our direct and indirect domestic wholly-owned subsidiaries that own, directly or indirectly, unencumbered assets (the “Subsidiary Guarantors”), subject to certain exceptions. The guarantee provided by any Subsidiary Guarantor will be automatically released upon the occurrence of certain events, including if it no longer has a direct or indirect interest in an unencumbered asset or as a result of certain non-recourse refinancing transactions pursuant to which such Subsidiary Guarantor becomes contractually prohibited from providing its guaranty of the Credit Facility. In addition, INVH may be required to provide a guarantee of the Credit Facility under certain circumstances, including if INVH does not maintain its qualification as a REIT. The Credit Facility is collateralized by first priority or equivalent security interests in all the capital stock of, or other equity interests in, any Subsidiary Guarantor held by us and each of the Subsidiary Guarantors. The security interests granted under the Credit Facility will be automatically released upon the occurrence of certain events, including upon an Investment Grade Rating Event or if the total net leverage ratio is less than or equal to 8.00 : 1.00 for four consecutive fiscal quarters. Convertible Senior Notes In connection with the Mergers, we assumed SWH’s convertible senior notes. In July 2014, SWH issued $230,000 in aggregate principal amount of 3.00% convertible senior notes due 2019 (the “2019 Convertible Notes”). Interest on the 2019 Convertible Notes is payable semiannually in arrears on January 1st and July 1st of each year. The 2019 Convertible Notes will mature on July 1, 2019. In January 2017, SWH issued $345,000 in aggregate principal amount of 3.50% convertible senior notes due 2022 (the “2022 Convertible Notes” and together with the 2019 Convertible Notes, the “Convertible Senior Notes”). Interest on the 2022 Convertible Notes is payable semiannually in arrears on January 15th and July 15th of each year. The 2022 Convertible Notes will mature on January 15, 2022. The following table summarizes the terms of the Convertible Senior Notes outstanding as of September 30, 2018 and December 31, 2017 : Principal Amount Coupon Effective (1) Conversion (2) Maturity Remaining Amortization September 30, December 31, 2019 Convertible Notes 3.00 % 4.92 % 53.7294 7/1/2019 0.75 years $ 229,993 $ 230,000 2022 Convertible Notes 3.50 % 5.12 % 43.7694 1/15/2022 3.30 years 345,000 345,000 Total 574,993 575,000 Net unamortized fair value adjustment (19,912 ) (26,464 ) Total $ 555,081 $ 548,536 (1) Effective rate includes the effect of the adjustment to the fair value of the debt as of the Merger Date, the value of which reduced the initial liability recorded to $223,185 and $324,252 for each of the 2019 Convertible Notes and 2022 Convertible Notes, respectively. (2) We generally have the option to settle any conversions in cash, common stock or a combination thereof. The conversion rate represents the number of shares of common stock issuable per $1,000 principal amount (actual $) of Convertible Senior Notes converted at September 30, 2018 , as adjusted in accordance with the applicable indentures as a result of cash dividend payments and the effects of the Mergers. The Convertible Senior Notes do not meet the criteria for conversion as of September 30, 2018 . Terms of Conversion As of September 30, 2018 , the conversion rate applicable to the 2019 Convertible Notes is 53.7294 shares of our common stock per $1,000 principal amount (actual $) of the 2019 Convertible Notes (equivalent to a conversion price of approximately $18.61 per common share — actual $). 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 as defined in the indenture agreement, dated as of July 7, 2014, between us and our trustee, Wilmington Trust, National Association (“the Convertible Notes Trustee”). As a result of the completion of the Mergers, the 2019 Convertible Notes were convertible for a 35 trading day period, which expired January 8, 2018. 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 stock, or a combination of cash and common stock, at our election. As of September 30, 2018 , the conversion rate applicable to the 2022 Convertible Notes is 43.7694 shares of our common stock per $1,000 principal amount (actual $) of the 2022 Convertible Notes (equivalent to a conversion price of approximately $22.85 per common share — actual $). 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 as defined in the indenture agreement, dated as of January 10, 2017, between us and the Convertible Notes Trustee. As a result of the completion of the Mergers, the 2022 Convertible Notes were convertible for a 35 trading day period, which expired January 8, 2018. 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 stock, or a combination of cash and common stock, at our election. General Terms 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 United States 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 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. 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. Debt Maturities Schedule The following table summarizes the contractual maturities of our debt as of September 30, 2018 : Year Mortgage Loans (1) Term Loan Facility Convertible Senior Notes Total 2018 $ — $ — $ — $ — 2019 3,205,690 — 229,993 3,435,683 2020 3,264,822 — — 3,264,822 2021 — — — — 2022 — 1,500,000 345,000 1,845,000 2023 and thereafter 995,870 — — 995,870 Total 7,466,382 1,500,000 574,993 9,541,375 Less: deferred financing costs, net (56,682 ) (9,862 ) — (66,544 ) Less: unamortized fair value adjustment — — (19,912 ) (19,912 ) Total $ 7,409,700 $ 1,490,138 $ 555,081 $ 9,454,919 (1) The maturity dates of the obligations are reflective of all extensions that have been exercised. |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Note 7—Derivative Instruments From time to time, we enter into derivative instruments to manage the economic risk of changes in interest rates. We do not enter into derivative transactions for speculative or trading purposes. Designated hedges are derivatives that meet the criteria for hedge accounting and for which we have elected to designate them as hedges. Non-designated hedges are derivatives that do not meet the criteria for hedge accounting or which we did not elect to designate as accounting hedges. Designated Hedges We have entered into various interest rate swap agreements, which are used to hedge the variable cash flows associated with variable-rate interest payments. Certain of the Invitation Homes Partnerships and certain Borrower Entities guaranteed the obligations under each of the interest rate swaps from the date the swaps were entered into through the date of the IPO. Each of these swaps was accounted for as a non-designated hedge until January 31, 2017, when the criteria for hedge accounting were met as a result of the Pre-IPO Transactions described in Note 1 . At that time, we designated these swaps for hedge accounting purposes. Subsequent to that date, changes in the fair value of these swaps are recorded in other comprehensive income and are subsequently reclassified into earnings in the period in which the hedged forecasted transactions affect earnings. In addition, in connection with the Mergers, we acquired various interest rate swap instruments, which we designated for hedge accounting purposes. On the Merger Date, we recorded these interest rate swaps at their aggregate estimated fair value of $21,135 (see Note 15 ) . Over the terms of each swap, an amount equal to the Merger Date fair value will be amortized and recorded as an increase in interest expense and accumulated other comprehensive income. The table below summarizes our interest rate swap instruments as of September 30, 2018 : Agreement Date Forward Maturity Strike Index Notional December 21, 2016 February 28, 2017 January 31, 2022 1.97% One-month LIBOR $ 750,000 December 21, 2016 February 28, 2017 January 31, 2022 1.97% One-month LIBOR 750,000 January 12, 2017 February 28, 2017 August 7, 2020 1.59% One-month LIBOR 1,100,000 January 13, 2017 February 28, 2017 June 9, 2020 1.63% One-month LIBOR 595,000 January 20, 2017 February 28, 2017 March 9, 2020 1.60% One-month LIBOR 325,000 January 10, 2017 January 15, 2018 January 15, 2019 1.58% One-month LIBOR 550,000 February 23, 2016 March 15, 2018 March 15, 2019 1.10% One-month LIBOR 800,000 February 23, 2016 March 15, 2018 March 15, 2019 1.06% One-month LIBOR 800,000 June 3, 2016 July 15, 2018 July 15, 2019 1.12% One-month LIBOR 450,000 January 10, 2017 January 15, 2019 January 15, 2020 1.93% One-month LIBOR 550,000 April 19, 2018 January 31, 2019 January 31, 2025 2.86% One-month LIBOR 400,000 March 29, 2017 March 15, 2019 March 15, 2022 2.21% One-month LIBOR 800,000 April 19, 2018 March 15, 2019 November 30, 2024 2.85% One-month LIBOR 400,000 April 19, 2018 March 15, 2019 February 28, 2025 2.86% One-month LIBOR 400,000 June 3, 2016 July 15, 2019 July 15, 2020 1.30% One-month LIBOR 450,000 January 10, 2017 January 15, 2020 January 15, 2021 2.13% One-month LIBOR 550,000 April 19, 2018 January 31, 2020 November 30, 2024 2.90% One-month LIBOR 400,000 May 8, 2018 March 9, 2020 June 9, 2025 2.99% One-month LIBOR 325,000 May 8, 2018 June 9, 2020 June 9, 2025 2.99% One-month LIBOR 595,000 June 3, 2016 July 15, 2020 July 15, 2021 1.47% One-month LIBOR 450,000 June 28, 2018 August 7, 2020 July 9, 2025 2.90% One-month LIBOR 1,100,000 January 10, 2017 January 15, 2021 July 15, 2021 2.23% One-month LIBOR 550,000 During the three and nine months ended September 30, 2018 , such derivatives were used to hedge the variable cash flows associated with existing variable-rate interest payments. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on our variable-rate debt. During the next 12 months, we estimate that $47,621 will be reclassified to earnings as a decrease in interest expense. Non-Designated Hedges Concurrent with entering into certain of the mortgage loan agreements and in connection with the Mergers, we entered into or acquired and maintain interest rate cap agreements with terms and notional amounts equivalent to the terms and amounts of the mortgage loans made by the third-party lenders . To the extent that the maturity date of one or more of the mortgage loans is extended through an exercise of one or more of the extension options, replacement or extension interest rate cap agreements must be executed with terms similar to those associated with the initial interest rate cap agreements and strike prices equal to the greater of the interest rate cap strike price and the interest rate at which the debt service coverage ratio (as defined) is not less than 1.2 to 1.0 . The interest rate cap agreements, including all of our rights to payments owed by the counterparties and all other rights, have been pledged as additional collateral for the mortgage loans. Additionally, in certain instances, in order to minimize the cash impact of purchasing required interest rate caps, we simultaneously sold interest rate caps (which have identical terms and notional amounts) such that the purchase price and sale proceeds of the related interest rate caps are intended to offset each other. The purchased and sold interest rates caps have strike prices ranging from approximately 3.00% to 3.95% . Tabular Disclosure of Fair Values of Derivative Instruments on the Condensed Consolidated Balance Sheets The table below presents the fair value of our derivative financial instruments as well as their classification on the condensed consolidated balance sheets as of September 30, 2018 and December 31, 2017 : Asset Derivatives Liability Derivatives Fair Value as of Fair Value as of Balance September 30, December 31, Balance September 30, December 31, Derivatives designated as Interest rate swaps Other $ 155,287 $ 57,612 Other $ 184 $ — Derivatives not designated as Interest rate caps Other 2,105 27 Other 1,912 — Total $ 157,392 $ 57,639 $ 2,096 $ — Offsetting Derivatives The Company enters into master netting arrangements, which reduce risk by permitting net settlement of transactions with the same counterparty. The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives as of September 30, 2018 . As of December 31, 2017 , there were no derivatives classified as liabilities. As of September 30, 2018 Gross Amounts Not Offset in the Statement of Financial Position Gross Amounts of Recognized Assets/ Liabilities Gross Amounts Offset in the Statement of Financial Position Net Amounts of Assets/ Liabilities Presented in the Statement of Financial Position Financial Instruments Cash Collateral Received Net Offsetting assets: Derivatives $ 157,392 $ — $ 157,392 $ (2,096 ) $ — $ 155,296 Offsetting liabilities: Derivatives $ 2,096 $ — $ 2,096 $ (2,096 ) $ — $ — Tabular Disclosure of the Effect of Derivative Instruments on the Condensed Consolidated Statements of Operations The tables below present the effect of our derivative financial instruments in the condensed consolidated statements of operations for the three months ended September 30, 2018 and 2017: Amount of Gain (Loss) Recognized in OCI on Derivative Location of Gain (Loss) Reclassified from Accumulated OCI into Net Income (Loss) Amount of Gain (Loss) Reclassified from Accumulated OCI into Net Income (Loss) Total Amount of Interest Expense Presented in the Condensed Consolidated Statements of Operations Three Months Ended September 30, Three Months Ended September 30, Three Months Ended September 30, 2018 2017 2018 2017 2018 2017 Derivatives in cash flow hedging relationships: Interest rate swaps $ 39,488 $ (598 ) Interest $ 5,982 $ (4,193 ) $ 97,564 $ 56,796 Location of Amount of Loss Recognized in Net Income (Loss) on Derivative Three Months Ended September 30, 2018 2017 Derivatives not designated as hedging instruments: Interest rate swaps Interest expense $ — $ — Interest rate caps Interest expense (10 ) (190 ) Total $ (10 ) $ (190 ) The tables below present the effect of our derivative financial instruments in the condensed consolidated statements of operations for the nine months ended September 30, 2018 and 2017 : Amount of Gain (Loss) Recognized in OCI on Derivative Location of Gain (Loss) Reclassified from Accumulated OCI into Net Loss Amount of Gain (Loss) Reclassified from Accumulated OCI into Net Loss Total Amount of Interest Expense Presented in the Condensed Consolidated Statements of Operations For the Nine Months Ended September 30, For the Nine Months Ended September 30, For the Nine Months Ended September 30, 2018 2017 2018 2017 2018 2017 Derivatives in cash flow hedging relationships: Interest rate swaps $ 115,214 $ (4,796 ) Interest $ 9,307 $ (12,963 ) $ 287,089 $ 182,726 Location of Amount of Loss Recognized in Net Loss on Derivative For the Nine Months Ended September 30, 2018 2017 Derivatives not designated as hedging instruments: Interest rate swaps Interest expense $ — $ (3,674 ) Interest rate caps Interest expense (355 ) (318 ) Total $ (355 ) $ (3,992 ) Credit-Risk-Related Contingent Features We have agreements with certain of our derivative counterparties for our interest rate swap agreements that contain a provision where we could be declared in default on our derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to our default on the indebtedness. As of September 30, 2018 , there were no derivative counterparties with whom we were in a net liability position. As of December 31, 2017, we had posted collateral amounting to $ 15,120 related to certain of these agreements (see Note 4 ). As of September 30, 2018 , no collateral deposits were required related for our interest rate swap agreements. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Equity | Note 8—Equity Shareholders’ Equity In connection with our IPO (see Note 1 ), we issued 310,376,634 shares of common stock to the public and the Pre-IPO Owners and 3,290,126 restricted stock units (“RSUs”) (see Note 10 ), and our IPO raised $1,692,058 , net of underwriting discount, and before IPO costs of $5,726 . During the nine months ended September 30, 2018 , we issued 1,406,435 shares of common stock, comprised of 1,001,398 shares of common stock in net settlement of 1,355,282 fully vested RSUs and 405,037 shares of common stock in exchange for the redemption of the same number of units of partnership interests in INVH LP (the “OP Units”). Starwood Waypoint Homes Merger In connection with the Mergers (see Note 1), SWH stockholders received an aggregate of 207,448,958 shares of our common stock in exchange for all outstanding SWH common shares. In addition, we issued 9,441,615 OP Units which are redeemable for shares of our common stock on a one -for-one basis or, in our sole discretion, cash and are reflected as non-controlling interests on our condensed consolidated balance sheets. As of September 30, 2018 , 9,036,578 redeemable OP Units remain outstanding. Dividends To qualify as a REIT, we are required to distribute annually to our stockholders at least 90% of our REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and to pay tax at regular corporate rates to the extent that we annually distribute less than 100% of our net taxable income. We intend to pay quarterly dividends to our stockholders, which in the aggregate are approximately equal to or exceed our net taxable income in the relevant year. The following table summarizes our dividends declared from January 1, 2017 through September 30, 2018 : Record Amount per Share (1) Pay Total Amount Q3-2018 August 16, 2018 $ 0.11 August 31, 2018 $ 57,563 Q2-2018 May 15, 2018 0.11 May 31, 2018 57,559 Q1-2018 February 13, 2018 0.11 February 28, 2018 57,432 Q4-2017 October 24, 2017 0.08 November 7, 2017 25,139 Q3-2017 August 15, 2017 0.08 August 31, 2017 25,200 Q2-2017 May 15, 2017 0.06 May 31, 2017 18,800 (1) Amounts are displayed in actual dollars and are paid on a per share basis. On November 1, 2018 , our board of directors declared a dividend of $0.11 per share to stockholders of record on November 14, 2018 , which is payable on November 30, 2018 . Combined Equity Prior to the IPO, our business was conducted through the Invitation Homes Partnerships which did not have a common capital structure. As described in Note 1, IH1, IH3, IH4, IH5, and IH6 are partnerships. These entities each had limited partners and a general partner (the “Class A Partners”), along with a board of directors designated in the respective limited partnership agreements. IH2 was a Delaware corporation and had issued 1,000 shares of common stock and 113 shares of Series A Preferred Stock. IH2 had a board of directors elected by the common stockholders. The same board of directors was responsible for directing the significant activities of the Invitation Homes Partnerships and INVH LP on a combined basis. The IH2 Series A Preferred Stock ranked, in respect of rights to the payment of dividends and the distribution of assets in the event of any liquidation or dissolution, senior to the IH2 common stock. Holders of such IH2 Series A Preferred Stock shares were entitled to receive cumulative cash dividends at the rate of 12.0% per annum of the total of a liquidation preference. On January 31, 2017, in connection with the Pre-IPO Transactions, the Series A Preferred Stock was redeemed for $1,153 , inclusive of the redemption premium and accrued and unpaid dividends to that date. Profits and losses, and cash distributions were allocated in accordance with the terms of the respective entity’s organizational documents. As further described in Note 10 , we granted certain individuals incentive compensation units in IH1, IH2, IH3, IH4, IH5, and IH6 (the “Class B Units”) that were accounted for as a substantive class of equity due to the terms of the agreements and rights of the holders. We previously made distributions to certain Class B unitholders in the form of non-recourse cash advances totaling $11,023 . Any amounts distributed to the holders of the Class B Units whose Class B Units were converted in connection with the Pre-IPO Transactions (see Note 10 ), reduced the number of converted shares common stock received by amounts previously paid to such Class B unitholders as advance distributions. As a result of the Pre-IPO Transactions, there are no longer any Class B Units outstanding. We previously executed and funded notes receivables with certain Class B unitholders (the “Class B Notes”). On January 5, 2017, $7,723 of Class B Notes, including accrued interest, were canceled, and the transaction was accounted for as a distribution to the underlying unitholder. As part of the Pre-IPO Transactions, IH1 assigned $11,963 , including accrued interest, of Class B Notes to a wholly-owned subsidiary of the Pre-IPO Owners that was formed in connection with the reorganization described in Note 1, and the transaction was accounted for as a distribution. The Class B Notes were secured by certain of the Class B Units of the makers of the Class B Notes and were otherwise non-recourse to the makers. As such, the Class B Notes were recorded as a component of combined equity on our condensed consolidated balance sheet prior to the transactions described above. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 9—Related Party Transactions Management Services One of our wholly-owned subsidiaries, as the managing member of a joint venture with FNMA (see Note 5 ), earns a management fee based upon the venture’s gross receipts. For the three and nine months ended September 30, 2018 , we earned $703 and $2,102 , respectively, of management fees which are included in other, net in the accompanying condensed consolidated statements of operations. There were no such management fees earned during the three and nine months ended September 30, 2017 . |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Note 10—Share-Based Compensation INVH RSAs and RSUs Prior to completion of the IPO, our board of directors adopted, and our stockholders approved, the Invitation Homes Inc. 2017 Omnibus Incentive Plan (the “Omnibus Incentive Plan”) to provide a means through which to attract and retain key personnel and to provide a means whereby our directors, officers, employees, consultants and advisors can acquire and maintain an equity interest in us, or be paid incentive compensation, including incentive compensation measured by reference to the value of our common stock, and to align their interests with those of our stockholders. Under the Omnibus Incentive Plan, we may issue up to 16,000,000 shares, and as of September 30, 2018 , we have awarded 5,617,345 RSUs thereunder. Time-vesting RSUs are participating securities for earnings per share (“EPS”) purposes, and performance or market based vesting RSUs are not. We refer to RSUs with performance or market based vesting conditions as “PRSUs.” Additionally, in connection with the IPO, we granted 62,529 restricted shares of common stock of INVH (“RSAs”) in conversion of the Class B Units. These RSAs are all time-vesting awards, and they are not part of the Omnibus Incentive Plan. For detailed discussion of RSUs and RSAs issued prior to January 1, 2018, refer to our Annual Report on Form 10-K for the year ended December 31, 2017 . • 2018 Annual Long Term Incentive (“LTIP”) Awards: During the nine months ended September 30, 2018 , we granted 631,429 RSUs pursuant to LTIP awards. Each award is divided into three tranches, portions of which vest based on time-vesting conditions, market based vesting conditions, and performance based vesting conditions. The time-vesting RSUs vest in three equal annual installments based on an anniversary date of March 1, 2018, subject to continued employment through the applicable vesting date. The PRSUs may be earned based on the achievement of certain measures over a three -year performance period. The number of PRSUs earned will be determined based on performance achieved during the performance period for each measure at certain threshold, target, or maximum levels and corresponding payout ranges. In general, the LTIP PRSUs are earned on the date after the end of the performance period on which the performance results are certified (a “Certification Date”) by our compensation and management development committee (the “Compensation Committee”). The 2018 LTIP PRSUs are eligible to vest on the related Certification Date subject to continued employment through such date. All of the LTIP Awards are subject to certain change in control and retirement eligibility provisions that may impact these vesting schedules. • Other Awards: During the nine months ended September 30, 2018 , we granted 136,941 RSUs to employees (the “2018 Bonus Awards”) and 48,882 RSUs to members of our board of directors. E ach of the 2018 Bonus Awards is a time-vesting award which vests in three equal annual installments based on an anniversary date of March 1, 2018, subject to continued employment through the applicable vesting date. Each director award will fully vest on the date scheduled for INVH’s 2019 annual stockholders meeting, subject to continued service on the board of directors through such date. During the nine months ended September 30, 2018 , the grant date was established for 168,184 PRSUs issued in connection with the Mergers. These Merger-related PRSUs may be earned based on the achievement of certain measures over a three -year performance period that began on the Merger Date. The number of Merger-related PRSUs earned will be determined based on performance achieved during the performance period for each measure at certain threshold, target, or maximum levels and corresponding payout ranges. In general, the Merger-related LTIP PRSUs are earned and will vest on the related Certification Date subject to continued employment through such date. During the nine months ended September 30, 2018 , certain PRSUs vested and achieved performance in excess of the target level, resulting in the issuance of an additional 39,871 shares of common stock. Such awards are reflected as an increase in the number of awards granted and vested in the table below. The following table summarizes the status of non-vested time-vesting RSUs (including RSAs) and PRSUs as of September 30, 2018 and changes during the nine months ended September 30, 2018 : Time-Vesting Awards PRSUs Total Share-Based Awards Number Weighted Number Weighted Average Grant Date Fair Value (Actual $) Number Weighted Balance, December 31, 2017 2,695,902 $ 21.51 408,102 $ 22.25 3,104,004 $ 20.79 Granted 381,002 21.94 644,305 22.21 1,025,307 22.11 Vested (1) (1,240,162 ) (21.25 ) (123,331 ) (23.17 ) (1,363,493 ) (21.43 ) Forfeited (125,662 ) (22.70 ) (29,931 ) (22.16 ) (155,593 ) (22.60 ) Balance, September 30, 2018 1,711,080 $ 21.71 899,145 $ 22.10 2,610,225 $ 21.85 (1) All vested RSUs, RSAs and PRSUs are included in basic EPS for the period during which they are outstanding. During the nine months ended September 30, 2018 , 1,240,162 time-vesting RSUs and 123,331 PRSUs with an estimated fair value of $30,328 fully vested. As of September 30, 2018 , there were 899,145 PRSUs outstanding. The grant-date fair values of the RSAs, time-vesting RSUs, and PRSUs with performance condition vesting criteria are generally based on the closing price of our common stock on the grant date. However, for the awards granted in connection with the IPO, the grant-date fair value is the opening offering price per common share, and the grant-date fair values for PRSUs with market condition vesting criteria are based on Monte-Carlo option pricing models. The following table summarizes the significant inputs utilized in these models at the grant date for awards issued during the nine months ended September 30, 2018 : March 1, 2018 Expected volatility (1) 14.5%-17.3% Risk-free rate 2.38% Expected holding period (years) 2.71-2.84 (1) Expected volatility is estimated based on the historical volatility of realized returns of the Company and the applicable index. Summary of Total Share-Based Compensation Expense During the three months ended September 30, 2018 and 2017 , we recognized $6,068 , and $12,004 respectively, of share-based compensation expense. During the nine months ended September 30, 2018 and 2017 , we recognized $23,582 , and $64,464 respectively, of share-based compensation expense, comprised of the following: Share-Based Compensation Share-Based Compensation 2018 2017 2018 2017 General and administrative $ 4,901 $ 9,309 $ 19,229 $ 56,460 Property management expense 1,167 2,695 4,353 8,004 Total $ 6,068 $ 12,004 $ 23,582 $ 64,464 As of September 30, 2018 , there is $24,509 of unrecognized share-based compensation expense related to non-vested RSUs which is expected to be recognized over a weighted average period of 1.74 years. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 11—Fair Value Measurements The carrying amounts of restricted cash, certain components of other assets, accounts payable and accrued expenses, resident security deposits, and other liabilities approximate fair value due to the short maturity of these amounts. Our interest rate swap agreements and interest rate cap agreements are the only financial instruments recorded at fair value on a recurring basis within our condensed consolidated financial statements. The fair values of our interest rate caps and swaps, which are classified as Level 2 in the fair value hierarchy, are estimated using market values of instruments with similar attributes and maturities. See Note 7 for the details of the balance sheet classification and the fair values for the interest rate caps and swaps. The following table displays the carrying values and fair values of financial instruments as of September 30, 2018 and December 31, 2017 : September 30, 2018 December 31, 2017 Carrying Fair Carrying Fair Assets carried at historical cost on the condensed consolidated balance sheets: Investments in debt securities (1) Level 2 $ 392,860 $ 390,163 $ 378,545 $ 379,500 Liabilities carried at historical cost on the condensed consolidated balance sheets: Mortgage loans (2) Level 2 $ 7,466,382 $ 7,418,180 $ 7,608,228 $ 7,627,423 Term loan facility (3) Level 3 1,500,000 1,500,033 1,500,000 1,494,494 Revolving facility Level 3 — — 35,000 35,007 Convertible senior notes (4) Level 3 555,081 548,305 548,536 557,179 (1) The carrying values of debt securities are shown net of discounts. (2) The carrying values of the mortgage loans are shown net of discount and exclude $56,682 and $28,075 of deferred financing costs as of September 30, 2018 and December 31, 2017 , respectively. (3) The carrying value of the Term Loan Facility excludes $9,862 and $12,027 of deferred financing costs as of September 30, 2018 and December 31, 2017 , respectively . (4) The carrying values of the Convertible Senior Notes include unamortized discounts of $19,912 and $26,464 as of September 30, 2018 and December 31, 2017 , respectively. The fair values of our investment in debt securities and mortgage loans, which are classified as Level 2 in the fair value hierarchy, are estimated based on market bid prices of comparable instruments at the end of the period. The fair values of our Term Loan Facility and Revolving Facility, which are classified as Level 3 in the fair value hierarchy, are estimated using a discounted cash flow methodology based on market interest rate data and other market factors available at the end of the period. Fair value of convertible notes are estimated by discounting contractual cash flows at the interest rate we estimate the notes would bear if sold in the current market. Our assets measured at fair value on a nonrecurring basis are those assets for which we have recorded impairments. The assets for which we have recorded impairments, measured at fair value on a nonrecurring basis, are summarized below: Three Months Ended Nine Months Ended 2018 2017 2018 2017 Investments in single-family residential properties, net held for use (Level 3): Pre-impairment amount $ 894 $ 1,827 $ 1,658 $ 2,323 Total impairments (186 ) (360 ) (362 ) (627 ) Fair value $ 708 $ 1,467 $ 1,296 $ 1,696 Three Months Ended Nine Months Ended 2018 2017 2018 2017 Investments in single-family residential properties, net held for sale (Level 3): Pre-impairment amount $ 7,318 $ 988 $ 19,726 $ 9,115 Total impairments (1,110 ) (64 ) (3,208 ) (929 ) Fair value $ 6,208 $ 924 $ 16,518 $ 8,186 For additional information related to our single-family residential properties during the three and nine months ended September 30, 2018 and 2017 , refer to Note 3 . |
Earnings per Share
Earnings per Share | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Note 12—Earnings per Share We compute EPS only for the period after February 1, 2017, the date on which our common stock began trading on the New York Stock Exchange. Basic EPS is computed by dividing the net income (loss) available to common shareholders for the period during which common stock was outstanding by the weighted average number of shares outstanding during such period, adjusted for non-vested shares of RSUs and RSAs. Diluted EPS is similar to computing basic EPS, except that the denominator is increased to include the dilutive effects of non-vested RSUs and RSAs, except when doing so would be anti-dilutive. All outstanding non-vested RSUs and RSAs that have nonforfeitable rights to dividends or dividend equivalents that participate in undistributed earnings with common stock are considered participating securities and are included in the computation of EPS pursuant to the two-class method. The two-class method is an earnings allocation formula that determines EPS for each class of common stock and participating securities according to dividends or dividend equivalents and participation rights in undistributed earnings in periods when we have net income. Certain of our non-vested RSUs and RSAs, as identified in Note 10 , are considered participating securities, as are our redeemable INVH LP units. Basic and diluted EPS are calculated as follows: (in thousands, except share and per share data) For the Three For the Three Months Ended For the Nine Months Ended September 30, 2018 February 1, 2017 Numerator: Net income (loss) $ 1,041 $ (22,510 ) $ (30,727 ) $ (59,372 ) Net loss for the period January 1, 2017 through January 31, 2017 — — — 16,879 Net income (loss) attributable to non-controlling interests (21 ) — 532 — Net income (loss) attributable to common shareholders 1,020 (22,510 ) (30,195 ) (42,493 ) Less: net income available to participating securities (196 ) (235 ) (627 ) (344 ) Net income (loss) available to common shareholders — basic and diluted $ 824 $ (22,745 ) $ (30,822 ) $ (42,837 ) Denominator: Weighted average common shares outstanding — basic 520,620,519 311,559,780 520,267,029 311,674,226 Weighted average common shares outstanding — diluted 521,761,076 311,559,780 520,267,029 311,674,226 Net income (loss) per common share — basic $ — $ (0.07 ) $ (0.06 ) $ (0.14 ) Net income (loss) per common share — diluted $ — $ (0.07 ) $ (0.06 ) $ (0.14 ) Incremental shares attributed to non-vested RSUs and RSAs are excluded from the computation of diluted EPS when they are anti-dilutive. As we had a net loss in certain periods, the inclusion of incremental shares would reduce our net loss and be anti-dilutive. The number of incremental shares excluded for those periods is (i) 1,170,889 for the nine months ended September 30, 2018 , (ii) 951,217 during the three months ended September 30, 2017 , and (iii) 623,375 for the period from February 1, 2017 through September 30, 2017 . For the three months ended September 30, 2018 , we had net income, and 140,301 incremental shares attributed to non-vested RSUs are excluded from the denominator as their inclusion would have been anti-dilutive. For the three and nine months ended September 30, 2018 , the redeemable INVH LP units have been excluded from the computation of EPS because all loss attributable to the INVH LP units has been recorded as non-controlling interest and thus excluded from net loss available to common shareholders. For the three and nine months ended September 30, 2018 , the potential shares of common stock contingently issuable upon the conversion of the Convertible Senior Notes are also excluded from the computation of diluted EPS as we have the intent and ability to settle the obligations in cash. |
Income Tax
Income Tax | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax | Note 13—Income Tax We account for income taxes under the asset and liability method. For the taxable REIT subsidiaries (“TRSs”), deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. We provide a valuation allowance, from time to time, for deferred tax assets for which we do not consider realization of such assets to be more likely than not. As of September 30, 2018 and December 31, 2017 , we have no deferred tax assets and liabilities or unrecognized tax benefits recorded. We do not anticipate a significant change in unrecognized tax benefits within the next 12 months. We have sold assets that were either subject to Section 337(d) of the Code (see additional discussion in Note 2 ) or were held by TRSs. These transactions resulted in $591 of current income tax benefit and $ 519 of current income tax expense for the three months ended September 30, 2018 and 2017 , respectively, and $258 and $2,506 of current income tax expense for the nine months ended September 30, 2018 and 2017 , respectively, which has been recorded in gain on sale of property, net of tax in the condensed consolidated statements of operations. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14—Commitments and Contingencies Insurance Policies Pursuant to the terms of our Credit Facility and the mortgage loan agreements (see Note 6 ), laws and regulations of the jurisdictions in which our properties are located, and general business practices, we are required to procure insurance on our properties. As of September 30, 2018, there are no material contingent liabilities related to uninsured losses with respect to our properties. Legal Matters We are subject to various legal proceedings and claims that arise in the ordinary course of our business. We accrue a liability when we believe that it is both probable that a liability has been incurred and that we can reasonably estimate the amount of the loss. We do not believe that the final outcome of these proceeding or matters will have a material adverse effect on our condensed consolidated financial statements. Other Matters 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 broker price opinions (“BPO”) to the Company, 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. 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, including, without limitation, those related to BPOs provided on our properties included in our Securitizations. The SEC letter indicates that its investigation is a fact-finding inquiry and does not mean that the SEC has a negative opinion of any person or security. We are cooperating with the SEC and have provided information requested in the subpoena. We understand that other transaction parties in securitizations have received requests in this matter. As the SEC’s investigation is ongoing, we cannot currently predict the timing, outcome or scope of such investigation. Severance and Retention In June 2017, our board of directors, upon recommendation of our Compensation Committee, approved and adopted our Invitation Homes Inc. Executive Severance Plan, as amended (the “Executive Severance Plan”); and, in September 2017, adopted severance guidelines for those not covered by the Executive Severance Plan (the “Severance Guidelines” and, together with the Executive Severance Plan, the “Severance Plans”). The Severance Plans provide all qualified employees specified benefits following such person’s qualifying termination of employment. |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Business Combinations | Note 15—Business Combinations On November 16, 2017, we completed the Mergers with SWH. We believe that the Mergers provide a number of significant potential strategic benefits and opportunities that will be in the best interests of our stockholders. More specifically, we believe that the Mergers created a diversified and high-quality portfolio of homes in high-growth markets. Potential benefits from economies of scale and the market overlap of INVH’s and SWH’s complementary portfolios may be derived from optimization of operations, reduction of operating costs, and other anticipated synergies. The Mergers were accounted for as a business combination in accordance with ASC Topic 805, Business Combinations . INVH was designated as the accounting acquirer. The assets (including identifiable intangible assets) and liabilities (including executory contracts and other commitments) of SWH were recorded at their respective fair values at the Merger Date. The estimated fair value of the consideration transferred was $ 4,920,534 , which was based upon (i) the observable public closing share price of $23.01 on November 15, 2017 for the 207,448,958 shares of INVH common stock issued to SWH stockholders in exchange for their SWH common shares, (ii) the equity component of the Convertible Senior Notes, which was valued at $135,520 , and (iii) the recognition of $11,614 of precombination service related to the exchange of SWH RSUs for INVH RSUs. Subsequent to the Merger Date, our condensed consolidated financial statements reflect these fair value adjustments and include the combined results of operations. Because INVH was designated as the accounting acquirer, our historical financial statements for periods prior to November 16, 2017 represent only the historical financial information of INVH and its consolidated subsidiaries. Purchase Price Allocation The total purchase price has been allocated based upon (1) the amounts reported in the SWH historical financial statements for any assets that were reported at fair value in accordance with SWH’s historical accounting policies or (2) management’s estimates of fair value. Management’s preliminary estimates of fair value for SWH’s investments in real estate properties were based upon a progressive method that incorporated three value sources: automated valuation model data, BPOs and internal desktop valuations (Level 3 measurements). The fair value of our investment in the unconsolidated joint venture represents the estimated fair value of our equity interest in the joint venture with FNMA. We determined the fair value based on the estimated fair value of the underlying investments in single-family residential properties after giving consideration to the terms and conditions of the related joint venture agreement (Level 3 measurement). The fair value of other assets includes the estimated fair value of in-place leases in the amount of $45,740 , which was estimated based on lost rent and avoidable costs over an assumed vacancy period (Level 3 measurements). Also included in other assets is the estimated fair value of interest rate swap agreements in the aggregate amount of $21,135 . The fair value of SWH’s debt was determined by comparison of contractual terms of SWH’s existing debt obligations to the current market rates on a risk-adjusted basis as of the Merger Date. The associated future debt cash flows were then discounted back to present value to arrive at an estimated fair value of SWH’s debt (Level 3 measurements). The allocation of the total purchase price to SWH’s tangible and intangible assets and liabilities under this methodology is as follows: Consideration transferred $ 4,920,534 Assets acquired: Land 1,920,400 Buildings and improvements 6,487,505 Cash and cash equivalents 84,952 Restricted cash 118,556 Other assets 389,449 Liabilities assumed: Mortgage loans, net (3,433,506 ) Convertible senior notes, net (547,437 ) Accounts payable and accrued expenses (112,505 ) Resident security deposits (56,895 ) Other liabilities (36,311 ) Non-controlling interests (151,881 ) Net assets acquired 4,662,327 Goodwill $ 258,207 These allocations are management’s estimates of fair value, which are preliminary as of September 30, 2018 and are subject to change. The goodwill recorded is primarily attributable to the value of the synergies expected to arise after the Mergers. Merger and Transaction-Related Expenses We incurred $3,339 and $11,942 of merger and transaction-related expenses related to the Mergers during the three and nine months ended September 30, 2018 , included in general and administrative expenses in the condensed consolidated statements of operations. Merger and transaction-related expenses are expensed as incurred and are comprised primarily of transaction fees and direct acquisition costs, including legal, finance, consulting, professional fees, and other third-party costs. The costs that were obligations of SWH and expensed by SWH prior to the Merger Date are not included in our condensed consolidated financial statements. In addition, and in connection with the Mergers and the resulting integration, we have incurred severance costs for terminated and transitional employees, and such costs are accrued over the related remaining service periods. More specifically, in August 2017, we entered into agreements with several of our executives, which provide the executives, as applicable, with benefits upon the consummation of the Mergers and/or where the executive experiences a qualifying termination within a specified period of time following such consummation. After the consummation of the Mergers, if a participant under either a Severance Plan or an executive agreement experiences a qualifying termination, such person will be entitled to specified benefits. During the three and nine months ended September 30, 2018 , we incurred $1,952 and $6,292 , respectively, of employee severance pursuant to the Severance Plans and the executive agreements, and these costs are included in general and administrative expenses in the condensed consolidated statements of operations. Pro Forma Information The following table provides the pro forma consolidated operational data as if the Mergers had occurred on January 1, 2017: Three Months Ended September 30, 2017 Nine Months Ended Total revenue $ 410,856 $ 1,193,375 Net loss (55,425 ) (208,840 ) Pro forma net loss includes transaction costs related to the Mergers of $3,339 and $61,915 for the three and nine months ended September 30, 2017 , respectively. The pro forma consolidated operational data is based on assumptions and estimates considered appropriate by our management; however, these pro forma results are not necessarily indicative of the results of operations that would have been obtained had the Mergers occurred at the beginning of the period presented, nor do they purport to represent the consolidated results of operations for future periods. The pro forma consolidated operational data does not include the impact of any synergies that may be achieved from the Mergers or any strategies that management may consider in order to continue to efficiently manage operations. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16—Subsequent Events In connection with the preparation of the accompanying condensed consolidated financial statements, we have evaluated events and transactions occurring after September 30, 2018 , for potential recognition or disclosure. Residential Property Dispositions Between October 1, 2018 and October 31, 2018, we disposed of 1,324 homes for an aggregate net sales price of $209,997 . A portion of the proceeds will be used to make prepayments on certain of our mortgage loans. As of September 30, 2018 , 1,321 of these properties were classified as held for sale and presented within other assets, net and 3 were classified as single-family residential properties on our condensed consolidated balance sheet. Dividend Declaration On November 1, 2018 , our board of directors declared a dividend of $0.11 per share to stockholders of record on November 14, 2018 , which is payable on November 30, 2018 . CSH 2016-1 Securitization On October 9, 2018, we made a voluntary prepayment of $50,000 against the outstanding balance of CSH 2016-1 with unrestricted cash on hand . |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying interim condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and with the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with our audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2017 . Subsequent to the date of the Pre-IPO Transactions, these condensed consolidated financial statements include the accounts of INVH and its consolidated subsidiaries. Prior to the date of the Pre-IPO Transactions, these condensed consolidated financial statements include the combined accounts of INVH LP and the Invitation Homes Partnerships and their wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in the condensed consolidated financial statements. In the opinion of management, all adjustments that are of a normal recurring nature considered necessary for a fair presentation of our interim financial statements have been included in these condensed consolidated financial statements. Operating results for the nine months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2018 . We consolidate entities when we own, directly or indirectly, a majority interest in the entity or are otherwise able to control the entity. We consolidate variable interest entities (“VIEs”) in accordance with Accounting Standards Codification (“ASC”) 810, Consolidation , if we are the primary beneficiary of the VIE as determined by our power to direct the VIE’s activities and the obligation to absorb its losses or the right to receive its benefits, which are potentially significant to the VIE. A VIE is broadly defined as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity’s activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. As described in Note 5 , as a result of the Mergers we acquired an investment in a joint venture with the Federal National Mortgage Association (“FNMA”), which is a voting interest entity. We do not hold a controlling financial interest in the joint venture but have significant influence over its operating and financial policies. Additionally, FNMA held certain substantive participating rights that preclude the presumption of control by us; as such, we account for our investment using the equity method. In connection with the Mergers, we initially recorded this investment at fair value in connection with purchase accounting as described in Note 15 and have subsequently adjusted for our proportionate share of net earnings or losses and other comprehensive income or loss, cash contributions made and distributions received, and other adjustments, as appropriate. Distributions of operating profit from the joint venture are reported as part of operating cash flows while distributions related to a capital transaction, such as a refinancing transaction or sale, are reported as investing activities. Non-controlling interests primarily represent the interests in INVH LP held by a third party as a result of the Partnership Merger. Non-controlling interests are presented as a separate component of equity on the condensed consolidated balance sheets as of September 30, 2018 and December 31, 2017 and the condensed consolidated statements of operations for the three and nine months ended September 30, 2018 includes an allocation of the net income (loss) attributable to the non-controlling interest holders. |
Adoption of New Accounting Standards and Recent Accounting Pronouncements | Adoption of New Accounting Standards In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which provides guidance on revenue recognition and supersedes the revenue recognition requirements in Topic 605, Revenue Recognition , most industry-specific guidance, and some cost guidance included in Subtopic 605-35, Revenue Recognition—Construction-Type and Production-Type Contracts. The standard’s core principle is that a company recognizes revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under current guidance. These judgments may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. We adopted ASU 2014-09 effective January 1, 2018 using the modified retrospective transition method. This adoption did not have a significant impact on our condensed consolidated financial statements, as more than 90% of our total revenues consist of rental income from leasing arrangements, and such revenue is specifically excluded from the standard. We analyzed our remaining revenue streams included within other property income and concluded there was no change to the timing and pattern of revenue recognition for these revenue streams under the new guidance. As such, adoption of the standard did not result in a change to our revenue recognition policies, require recognition of a cumulative adjustment as of January 1, 2018, or have a material impact on our condensed consolidated financial statements . In September 2017, the FASB issued ASU No. 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments. The purpose of this pronouncement is to update the guidance in the SEC paragraphs of the ASC to align with ASU No. 2014-09. We adopted ASU 2017-03 effective January 1, 2018, and it did not have a material impact on our condensed consolidated financial statements. In M ay 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting , which clarifies the definition of modification with the objective of evaluating whether modification accounting should be applied when there are changes to the terms or conditions of a share-based payment award. We adopted ASU 2017-09 effective January 1, 2018, and it did not 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 Ass ets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets. The new guidance clarifies that ASC 610-20 applies to the derecognition of nonfinancial assets and in substance nonfinancial assets unless other specific guidance applies. As a result, it will not apply to the derecognition of businesses, nonprofit activities, or financial assets (including equity method investments), or to revenue transactions (contracts with customers). The new guidance also clarifies that an in substance nonfinancial asset is an asset or group of assets for which substantially all of the fair value consists of nonfinancial assets and the group or subsidiary is not a business. In addition, transfers of nonfinancial assets to another entity in exchange for a non-controlling ownership interest in that entity will be accounted for under ASC 610-20, removing specific guidance on such partial exchanges from ASC 845, Nonmonetary Transactions. As a result of the new guidance, the guidance specific to real estate sales in ASC 360-20, Real Estate Sales, will be eliminated. As such, sales and partial sales of real estate assets will now be subject to the same derecognition model as all other nonfinancial assets. We adopted ASU 2017-05 effective January 1, 2018, and it did not have a material impact on our condensed consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , to simplify the accounting for goodwill impairment by removing step two of the goodwill impairment test, which had involved determining the fair value of individual assets and liabilities of a reporting unit to measure goodwill. Instead, goodwill impairment will be determined as the excess of a reporting unit’s carrying value over its fair value, not to exceed the carrying amount of goodwill. We adopted ASU 2017-04 effective January 1, 2018, which will impact our goodwill impairment testing process; however, it did not have a material impact on our condensed consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires that period changes in the total of cash, cash equivalents, and amounts generally described as restricted cash or cash equivalents are explained in the statement of cash flows. Thus, amounts generally described as restricted cash and restricted cash equivalents will be included with cash and cash equivalents when reconciling the beginning and ending balances shown in the statement of cash flows. We adopted ASU 2016-18 effective January 1, 2018, using a retrospective transition method. As a result, on our condensed consolidated statements of cash flow, changes in restricted cash related to security deposits (previously included in the operating activities section) and changes in the restricted cash line (previously included in the investing activities section) have been eliminated. C hanges in restricted cash are now included in the beginning of period and end of period total cash, cash equivalents and restricted cash amounts. Additionally, Note 4 includes expanded disclosures regarding the components of the beginning and ending balances on our condensed consolidated statements of cash flows. In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. This new guidance will require the current and deferred tax effects of intercompany transactions, except for those involving inventory, to be recognized currently. Under current GAAP, the tax effects of intra-entity asset transfers are deferred until the transferred asset is sold to a third party or otherwise recovered through use. We adopted ASU 2016-16 effective January 1, 2018, and it did not have a material impact on our condensed consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which clarifies the classification of certain cash receipts and cash payments including debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, proceeds from the settlement of insurance claims, and beneficial interests in securitization transactions. We adopted ASU 2016-15 effective January 1, 2018, and it did not have a material impact on our condensed consolidated financial statements. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities , which amends certain aspects of recognition, measurement, presentation and disclosure of financial instruments, including the requirement to measure certain equity investments at fair value with changes in fair value recognized in net income. We adopted ASU 2016-01 effective January 1, 2018, and it did not have a material impact on our condensed consolidated financial statements. Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which changes how companies will measure credit losses for certain financial assets. This guidance requires an entity to estimate its expected credit loss and record an allowance based on this estimate so that it is presented at the net amount expected to be collected on the financial asset. This new standard will be effective for annual reporting periods beginning after December 15, 2019, and interim periods within that reporting period, with early adoption permitted beginning after December 15, 2018 and interim periods within that reporting period. We do not anticipate that the adoption of this standard will have a material impact on our condensed consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which will require lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than one year. Lessor accounting will remain similar to lessor accounting under current GAAP, while aligning with the FASB’s new revenue recognition guidance. The new standard will be effective for us for annual reporting periods beginning after December 15, 2018, and for interim periods within those annual periods, with early adoption permitted. We expect to adopt the new standard on January 1, 2019 using the optional transition approach and use the effective date as our date of initial application. Consequently, financial information will not be updated, and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. We expect that the adoption of this standard will result in an increase in assets and liabilities on our condensed consolidated balance sheets related to our leased office space and vehicles. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, which changes the fair value disclosure requirements for certain financial instruments. This guidance reduces the need for certain disclosure language related to our financial instruments and adds additional support for unobservable inputs used in the calculation of fair values. This new standard will be effective for annual reporting periods beginning after December 15, 2019, and interim periods within that reporting period. We do not anticipate that the adoption of this standard will have a material impact on our condensed consolidated financial statements. In August 2018, the SEC issued Securities Act Release No. 33-10532, Disclosure Update and Simplification , which amends certain of its disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. The amendments are generally effective for filings on or after November 5, 2018. The Disclosure Update and Simplification eliminated SEC Regulation S-X, 3-15(a)(1) which previously required real estate investment trusts (“REITs”) to present separately all gains and losses on the sale of properties outside of continuing operations in the statement of operations. Accordingly, we have conformed the presentation of our condensed consolidated statement of operations with this amendment for all periods presented. The Disclosure Update and Simplification also extends to interim periods the annual requirement in SEC Regulation S-X, Rule 3-04,2 to disclose and analyze changes in stockholders’ equity for the current quarter and year to date interim periods as well as the comparative periods of the prior year (either in a separate statement or footnote). The additional disclosure requirements around the changes in stockholders’ equity are required in the Form 10-Q for the quarter that begins after the effective date of the amendments. We anticipate our first presentation of changes in shareholders’ equity will be included in our Quarterly Report on Form 10-Q for the quarter ending March 31, 2019. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated 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 condensed consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. These estimates are inherently subjective in nature and actual results could differ from those estimates. |
Investments in Single-Family _2
Investments in Single-Family Residential Properties (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Real Estate [Abstract] | |
Schedule of property carrying amount | The following table sets forth the net carrying amount associated with our properties by component: September 30, December 31, Land $ 4,575,697 $ 4,646,917 Single-family residential property 12,996,911 13,084,156 Capital improvements 536,157 536,297 Equipment 117,407 120,528 Total gross investments in the properties 18,226,172 18,387,898 Less: accumulated depreciation (1,423,820 ) (1,075,634 ) Investments in single-family residential properties, net $ 16,802,352 $ 17,312,264 |
Cash, Cash Equivalents, and R_2
Cash, Cash Equivalents, and Restricted Cash (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of cash and cash equivalents | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the condensed consolidated balance sheets that sum to the total of such amounts shown in the condensed consolidated statements of cash flows: September 30, December 31, 2018 2017 2017 2016 Cash and cash equivalents $ 130,037 $ 134,441 $ 179,878 $ 198,119 Restricted cash 253,603 153,781 236,684 222,092 Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows $ 383,640 $ 288,222 $ 416,562 $ 420,211 |
Schedule of restricted cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the condensed consolidated balance sheets that sum to the total of such amounts shown in the condensed consolidated statements of cash flows: September 30, December 31, 2018 2017 2017 2016 Cash and cash equivalents $ 130,037 $ 134,441 $ 179,878 $ 198,119 Restricted cash 253,603 153,781 236,684 222,092 Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows $ 383,640 $ 288,222 $ 416,562 $ 420,211 The balances of our restricted cash accounts, as of September 30, 2018 and December 31, 2017 , are set forth in the table below. As of September 30, 2018 and December 31, 2017 , no amounts were funded to the insurance accounts as the conditions specified in the mortgage loan agreements that require such funding did not exist. September 30, December 31, Resident security deposits $ 153,492 $ 147,098 Property taxes 60,350 20,785 Collections 24,854 40,607 Standing and capital expenditure reserves 8,245 5,257 Letters of credit 3,443 3,567 Special and other reserves 3,219 4,250 Derivative collateral — 15,120 Total $ 253,603 $ 236,684 |
Other Assets (Tables)
Other Assets (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of other assets | As of September 30, 2018 and December 31, 2017 , the balances in other assets, net are as follows: September 30, December 31, Investments in debt securities, net $ 392,860 $ 378,545 Held for sale assets (1) 309,708 46,814 Derivative instruments (Note 7) 157,392 57,612 Investment in unconsolidated joint venture 56,667 57,078 Rent and other receivables, net 36,114 24,525 Prepaid expenses 29,181 37,869 Corporate fixed assets, net 12,254 16,595 Amounts deposited and held by others 7,798 12,598 Deferred leasing costs, net 6,991 7,018 Deferred financing costs, net 5,729 7,504 In-place leases, net — 37,517 Other 17,755 12,930 Total $ 1,032,449 $ 696,605 (1) As of September 30, 2018 and December 31, 2017 , 1,966 and 236 properties, respectively, are classified as held for sale. Of the 1,966 properties classified as held for sale as of September 30, 2018 , 1,486 were related to bulk sale transactions (see Note 16). |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt instruments | The following table sets forth a summary of our mortgage loan indebtedness as of September 30, 2018 and December 31, 2017 : Outstanding Principal Balance (2) Origination Date Maturity Date Interest (1) Range of Spreads September 30, December 31, CAH 2014-1 (3) N/A N/A —% N/A $ — $ 473,384 CAH 2014-2 (3) N/A N/A —% N/A — 385,401 IH 2015-1, net (4) N/A N/A —% N/A — 528,795 IH 2015-2 (4) N/A N/A —% N/A — 627,259 IH 2015-3 (5) N/A N/A —% N/A — 1,165,886 CAH 2015-1 (6) June 11, 2015 July 9, 2019 4.16% 128-373 bps 646,760 656,551 CSH 2016-1 (6)(7) June 7, 2016 July 9, 2019 4.58% 158-508 bps 325,838 531,517 CSH 2016-2 (6) November 3, 2016 December 9, 2019 4.11% 133-423 bps 603,076 609,815 IH 2017-1 (8) April 28, 2017 June 9, 2027 4.23% N/A 995,870 996,453 SWH 2017-1 (6) September 29, 2017 October 9, 2019 3.81% 102-347 bps 767,835 769,754 IH 2017-2 (6) November 9, 2017 December 9, 2019 3.77% 91-306 bps 862,181 863,413 IH 2018-1 (3)(6) February 8, 2018 March 9, 2020 3.50% 76-256 bps 913,317 — IH 2018-2 (4)(6) May 8, 2018 June 9, 2020 3.64% 95-230 bps 1,051,996 — IH 2018-3 (5)(6)(7) June 28, 2018 July 9, 2020 3.68% 105-230 bps 1,299,509 — Total Securitizations 7,466,382 7,608,228 Less deferred financing costs, net (56,682 ) (28,075 ) Total $ 7,409,700 $ 7,580,153 (1) Except for IH 2017-1, interest rates are based on a weighted average spread over the London Interbank Offered Rate (“LIBOR”) , plus applicable servicing fees; as of September 30, 2018 , LIBOR was 2.26% . Our IH 2017-1 mortgage loan bears interest at a fixed rate of 4.23% per annum, equal to the market determined pass-through rate payable on the certificates including applicable servicing fees. (2) Outstanding principal balance is net of discounts and does not include deferred financing costs, net. (3) On February 8, 2018, the outstanding balances of CAH 2014-1 and CAH 2014-2 were repaid in full with proceeds from IH 2018-1, a new securitization transaction. (4) On May 8, 2018, the outstanding balances of IH 2015-1 and IH 2015-2 were repaid in full with proceeds from IH 2018-2, a new securitization transaction. (5) On June 28, 2018, the outstanding balance of IH 2015-3 was repaid in full with proceeds from IH 2018-3, a new securitization transaction. (6) The initial maturity term of each of these mortgage loans is two to three years, individually subject to two to five , one -year extension options at the borrower’s discretion (provided that there is no continuing event of default under the mortgage loan agreement and the borrower obtains a replacement interest rate cap agreement in a form reasonably acceptable to the lender). Our CSH 2016-1 and CSH 2016-2 mortgage loans have exercised the first extension options, and CAH 2015-1 has exercised the second extension option. The maturity dates above are reflective of all extensions that have been exercised. (7) On July 9, 2018, we made a voluntary prepayment of $200,000 against the outstanding balance of CSH 2016-1 with excess proceeds from the IH 2018-3 securitization transaction and available unrestricted cash on hand. On October 9, 2018, we made a voluntary prepayment of $50,000 against the outstanding balance of CSH 2016-1 with unrestricted cash on hand (see Note 16). (8) Net of unamortized discount of $3,081 and $3,345 as of September 30, 2018 and December 31, 2017 , respectively. The following table summarizes the terms of the Convertible Senior Notes outstanding as of September 30, 2018 and December 31, 2017 : Principal Amount Coupon Effective (1) Conversion (2) Maturity Remaining Amortization September 30, December 31, 2019 Convertible Notes 3.00 % 4.92 % 53.7294 7/1/2019 0.75 years $ 229,993 $ 230,000 2022 Convertible Notes 3.50 % 5.12 % 43.7694 1/15/2022 3.30 years 345,000 345,000 Total 574,993 575,000 Net unamortized fair value adjustment (19,912 ) (26,464 ) Total $ 555,081 $ 548,536 (1) Effective rate includes the effect of the adjustment to the fair value of the debt as of the Merger Date, the value of which reduced the initial liability recorded to $223,185 and $324,252 for each of the 2019 Convertible Notes and 2022 Convertible Notes, respectively. (2) We generally have the option to settle any conversions in cash, common stock or a combination thereof. The conversion rate represents the number of shares of common stock issuable per $1,000 principal amount (actual $) of Convertible Senior Notes converted at September 30, 2018 , as adjusted in accordance with the applicable indentures as a result of cash dividend payments and the effects of the Mergers. The Convertible Senior Notes do not meet the criteria for conversion as of September 30, 2018 . |
Schedule of line of credit facility | The following table sets forth a summary of the outstanding principal amounts under the Credit Facility as of September 30, 2018 and December 31, 2017 : Maturity Interest (1) September 30, December 31, Term Loan Facility February 6, 2022 3.96% $ 1,500,000 $ 1,500,000 Deferred financing costs, net (9,862 ) (12,027 ) Term Loan Facility, net $ 1,490,138 $ 1,487,973 Revolving Facility February 6, 2021 4.01% $ — $ 35,000 (1) Interest rates for the Term Loan Facility and the Revolving Facility are based on LIBOR plus an applicable margin. As of September 30, 2018 the applicable margins were 1.70% and 1.75% , respectively, and LIBOR was 2.26% . |
Schedule of maturities of long-term debt | The following table summarizes the contractual maturities of our debt as of September 30, 2018 : Year Mortgage Loans (1) Term Loan Facility Convertible Senior Notes Total 2018 $ — $ — $ — $ — 2019 3,205,690 — 229,993 3,435,683 2020 3,264,822 — — 3,264,822 2021 — — — — 2022 — 1,500,000 345,000 1,845,000 2023 and thereafter 995,870 — — 995,870 Total 7,466,382 1,500,000 574,993 9,541,375 Less: deferred financing costs, net (56,682 ) (9,862 ) — (66,544 ) Less: unamortized fair value adjustment — — (19,912 ) (19,912 ) Total $ 7,409,700 $ 1,490,138 $ 555,081 $ 9,454,919 (1) The maturity dates of the obligations are reflective of all extensions that have been exercised. |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of interest rate swap instruments | The table below summarizes our interest rate swap instruments as of September 30, 2018 : Agreement Date Forward Maturity Strike Index Notional December 21, 2016 February 28, 2017 January 31, 2022 1.97% One-month LIBOR $ 750,000 December 21, 2016 February 28, 2017 January 31, 2022 1.97% One-month LIBOR 750,000 January 12, 2017 February 28, 2017 August 7, 2020 1.59% One-month LIBOR 1,100,000 January 13, 2017 February 28, 2017 June 9, 2020 1.63% One-month LIBOR 595,000 January 20, 2017 February 28, 2017 March 9, 2020 1.60% One-month LIBOR 325,000 January 10, 2017 January 15, 2018 January 15, 2019 1.58% One-month LIBOR 550,000 February 23, 2016 March 15, 2018 March 15, 2019 1.10% One-month LIBOR 800,000 February 23, 2016 March 15, 2018 March 15, 2019 1.06% One-month LIBOR 800,000 June 3, 2016 July 15, 2018 July 15, 2019 1.12% One-month LIBOR 450,000 January 10, 2017 January 15, 2019 January 15, 2020 1.93% One-month LIBOR 550,000 April 19, 2018 January 31, 2019 January 31, 2025 2.86% One-month LIBOR 400,000 March 29, 2017 March 15, 2019 March 15, 2022 2.21% One-month LIBOR 800,000 April 19, 2018 March 15, 2019 November 30, 2024 2.85% One-month LIBOR 400,000 April 19, 2018 March 15, 2019 February 28, 2025 2.86% One-month LIBOR 400,000 June 3, 2016 July 15, 2019 July 15, 2020 1.30% One-month LIBOR 450,000 January 10, 2017 January 15, 2020 January 15, 2021 2.13% One-month LIBOR 550,000 April 19, 2018 January 31, 2020 November 30, 2024 2.90% One-month LIBOR 400,000 May 8, 2018 March 9, 2020 June 9, 2025 2.99% One-month LIBOR 325,000 May 8, 2018 June 9, 2020 June 9, 2025 2.99% One-month LIBOR 595,000 June 3, 2016 July 15, 2020 July 15, 2021 1.47% One-month LIBOR 450,000 June 28, 2018 August 7, 2020 July 9, 2025 2.90% One-month LIBOR 1,100,000 January 10, 2017 January 15, 2021 July 15, 2021 2.23% One-month LIBOR 550,000 |
Summary of derivative financial instruments, fair value and location in condensed consolidated balance sheets | The table below presents the fair value of our derivative financial instruments as well as their classification on the condensed consolidated balance sheets as of September 30, 2018 and December 31, 2017 : Asset Derivatives Liability Derivatives Fair Value as of Fair Value as of Balance September 30, December 31, Balance September 30, December 31, Derivatives designated as Interest rate swaps Other $ 155,287 $ 57,612 Other $ 184 $ — Derivatives not designated as Interest rate caps Other 2,105 27 Other 1,912 — Total $ 157,392 $ 57,639 $ 2,096 $ — |
Summary of offsetting derivative assets | The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives as of September 30, 2018 . As of December 31, 2017 , there were no derivatives classified as liabilities. As of September 30, 2018 Gross Amounts Not Offset in the Statement of Financial Position Gross Amounts of Recognized Assets/ Liabilities Gross Amounts Offset in the Statement of Financial Position Net Amounts of Assets/ Liabilities Presented in the Statement of Financial Position Financial Instruments Cash Collateral Received Net Offsetting assets: Derivatives $ 157,392 $ — $ 157,392 $ (2,096 ) $ — $ 155,296 Offsetting liabilities: Derivatives $ 2,096 $ — $ 2,096 $ (2,096 ) $ — $ — |
Summary of offsetting derivative liabilities | The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives as of September 30, 2018 . As of December 31, 2017 , there were no derivatives classified as liabilities. As of September 30, 2018 Gross Amounts Not Offset in the Statement of Financial Position Gross Amounts of Recognized Assets/ Liabilities Gross Amounts Offset in the Statement of Financial Position Net Amounts of Assets/ Liabilities Presented in the Statement of Financial Position Financial Instruments Cash Collateral Received Net Offsetting assets: Derivatives $ 157,392 $ — $ 157,392 $ (2,096 ) $ — $ 155,296 Offsetting liabilities: Derivatives $ 2,096 $ — $ 2,096 $ (2,096 ) $ — $ — |
Summary of effect of derivative financial instruments on condensed consolidated statements of operations - derivative instruments not-designated as hedging instruments | The tables below present the effect of our derivative financial instruments in the condensed consolidated statements of operations for the three months ended September 30, 2018 and 2017: Amount of Gain (Loss) Recognized in OCI on Derivative Location of Gain (Loss) Reclassified from Accumulated OCI into Net Income (Loss) Amount of Gain (Loss) Reclassified from Accumulated OCI into Net Income (Loss) Total Amount of Interest Expense Presented in the Condensed Consolidated Statements of Operations Three Months Ended September 30, Three Months Ended September 30, Three Months Ended September 30, 2018 2017 2018 2017 2018 2017 Derivatives in cash flow hedging relationships: Interest rate swaps $ 39,488 $ (598 ) Interest $ 5,982 $ (4,193 ) $ 97,564 $ 56,796 Location of Amount of Loss Recognized in Net Income (Loss) on Derivative Three Months Ended September 30, 2018 2017 Derivatives not designated as hedging instruments: Interest rate swaps Interest expense $ — $ — Interest rate caps Interest expense (10 ) (190 ) Total $ (10 ) $ (190 ) The tables below present the effect of our derivative financial instruments in the condensed consolidated statements of operations for the nine months ended September 30, 2018 and 2017 : Amount of Gain (Loss) Recognized in OCI on Derivative Location of Gain (Loss) Reclassified from Accumulated OCI into Net Loss Amount of Gain (Loss) Reclassified from Accumulated OCI into Net Loss Total Amount of Interest Expense Presented in the Condensed Consolidated Statements of Operations For the Nine Months Ended September 30, For the Nine Months Ended September 30, For the Nine Months Ended September 30, 2018 2017 2018 2017 2018 2017 Derivatives in cash flow hedging relationships: Interest rate swaps $ 115,214 $ (4,796 ) Interest $ 9,307 $ (12,963 ) $ 287,089 $ 182,726 Location of Amount of Loss Recognized in Net Loss on Derivative For the Nine Months Ended September 30, 2018 2017 Derivatives not designated as hedging instruments: Interest rate swaps Interest expense $ — $ (3,674 ) Interest rate caps Interest expense (355 ) (318 ) Total $ (355 ) $ (3,992 ) |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Summary of dividends declared | The following table summarizes our dividends declared from January 1, 2017 through September 30, 2018 : Record Amount per Share (1) Pay Total Amount Q3-2018 August 16, 2018 $ 0.11 August 31, 2018 $ 57,563 Q2-2018 May 15, 2018 0.11 May 31, 2018 57,559 Q1-2018 February 13, 2018 0.11 February 28, 2018 57,432 Q4-2017 October 24, 2017 0.08 November 7, 2017 25,139 Q3-2017 August 15, 2017 0.08 August 31, 2017 25,200 Q2-2017 May 15, 2017 0.06 May 31, 2017 18,800 (1) Amounts are displayed in actual dollars and are paid on a per share basis. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of share-based compensation, restricted stock and restricted stock units | The following table summarizes the status of non-vested time-vesting RSUs (including RSAs) and PRSUs as of September 30, 2018 and changes during the nine months ended September 30, 2018 : Time-Vesting Awards PRSUs Total Share-Based Awards Number Weighted Number Weighted Average Grant Date Fair Value (Actual $) Number Weighted Balance, December 31, 2017 2,695,902 $ 21.51 408,102 $ 22.25 3,104,004 $ 20.79 Granted 381,002 21.94 644,305 22.21 1,025,307 22.11 Vested (1) (1,240,162 ) (21.25 ) (123,331 ) (23.17 ) (1,363,493 ) (21.43 ) Forfeited (125,662 ) (22.70 ) (29,931 ) (22.16 ) (155,593 ) (22.60 ) Balance, September 30, 2018 1,711,080 $ 21.71 899,145 $ 22.10 2,610,225 $ 21.85 (1) All vested RSUs, RSAs and PRSUs are included in basic EPS for the period during which they are outstanding. |
Schedule of share-based payment awards, stock options, valuation assumption | The following table summarizes the significant inputs utilized in these models at the grant date for awards issued during the nine months ended September 30, 2018 : March 1, 2018 Expected volatility (1) 14.5%-17.3% Risk-free rate 2.38% Expected holding period (years) 2.71-2.84 (1) Expected volatility is estimated based on the historical volatility of realized returns of the Company and the applicable index. |
Schedule of compensation cost for share-based payment arrangements, allocation of share-based compensation costs by plan | During the three months ended September 30, 2018 and 2017 , we recognized $6,068 , and $12,004 respectively, of share-based compensation expense. During the nine months ended September 30, 2018 and 2017 , we recognized $23,582 , and $64,464 respectively, of share-based compensation expense, comprised of the following: Share-Based Compensation Share-Based Compensation 2018 2017 2018 2017 General and administrative $ 4,901 $ 9,309 $ 19,229 $ 56,460 Property management expense 1,167 2,695 4,353 8,004 Total $ 6,068 $ 12,004 $ 23,582 $ 64,464 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of carrying values and fair values of financial instruments | The following table displays the carrying values and fair values of financial instruments as of September 30, 2018 and December 31, 2017 : September 30, 2018 December 31, 2017 Carrying Fair Carrying Fair Assets carried at historical cost on the condensed consolidated balance sheets: Investments in debt securities (1) Level 2 $ 392,860 $ 390,163 $ 378,545 $ 379,500 Liabilities carried at historical cost on the condensed consolidated balance sheets: Mortgage loans (2) Level 2 $ 7,466,382 $ 7,418,180 $ 7,608,228 $ 7,627,423 Term loan facility (3) Level 3 1,500,000 1,500,033 1,500,000 1,494,494 Revolving facility Level 3 — — 35,000 35,007 Convertible senior notes (4) Level 3 555,081 548,305 548,536 557,179 (1) The carrying values of debt securities are shown net of discounts. (2) The carrying values of the mortgage loans are shown net of discount and exclude $56,682 and $28,075 of deferred financing costs as of September 30, 2018 and December 31, 2017 , respectively. (3) The carrying value of the Term Loan Facility excludes $9,862 and $12,027 of deferred financing costs as of September 30, 2018 and December 31, 2017 , respectively . (4) The carrying values of the Convertible Senior Notes include unamortized discounts of $19,912 and $26,464 as of September 30, 2018 and December 31, 2017 , respectively. |
Schedule of impaired 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: Three Months Ended Nine Months Ended 2018 2017 2018 2017 Investments in single-family residential properties, net held for use (Level 3): Pre-impairment amount $ 894 $ 1,827 $ 1,658 $ 2,323 Total impairments (186 ) (360 ) (362 ) (627 ) Fair value $ 708 $ 1,467 $ 1,296 $ 1,696 Three Months Ended Nine Months Ended 2018 2017 2018 2017 Investments in single-family residential properties, net held for sale (Level 3): Pre-impairment amount $ 7,318 $ 988 $ 19,726 $ 9,115 Total impairments (1,110 ) (64 ) (3,208 ) (929 ) Fair value $ 6,208 $ 924 $ 16,518 $ 8,186 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Basic and diluted earnings per share calculation | Basic and diluted EPS are calculated as follows: (in thousands, except share and per share data) For the Three For the Three Months Ended For the Nine Months Ended September 30, 2018 February 1, 2017 Numerator: Net income (loss) $ 1,041 $ (22,510 ) $ (30,727 ) $ (59,372 ) Net loss for the period January 1, 2017 through January 31, 2017 — — — 16,879 Net income (loss) attributable to non-controlling interests (21 ) — 532 — Net income (loss) attributable to common shareholders 1,020 (22,510 ) (30,195 ) (42,493 ) Less: net income available to participating securities (196 ) (235 ) (627 ) (344 ) Net income (loss) available to common shareholders — basic and diluted $ 824 $ (22,745 ) $ (30,822 ) $ (42,837 ) Denominator: Weighted average common shares outstanding — basic 520,620,519 311,559,780 520,267,029 311,674,226 Weighted average common shares outstanding — diluted 521,761,076 311,559,780 520,267,029 311,674,226 Net income (loss) per common share — basic $ — $ (0.07 ) $ (0.06 ) $ (0.14 ) Net income (loss) per common share — diluted $ — $ (0.07 ) $ (0.06 ) $ (0.14 ) |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Schedule of allocation of the total purchase price | The allocation of the total purchase price to SWH’s tangible and intangible assets and liabilities under this methodology is as follows: Consideration transferred $ 4,920,534 Assets acquired: Land 1,920,400 Buildings and improvements 6,487,505 Cash and cash equivalents 84,952 Restricted cash 118,556 Other assets 389,449 Liabilities assumed: Mortgage loans, net (3,433,506 ) Convertible senior notes, net (547,437 ) Accounts payable and accrued expenses (112,505 ) Resident security deposits (56,895 ) Other liabilities (36,311 ) Non-controlling interests (151,881 ) Net assets acquired 4,662,327 Goodwill $ 258,207 |
Pro forma consolidated operational data | The following table provides the pro forma consolidated operational data as if the Mergers had occurred on January 1, 2017: Three Months Ended September 30, 2017 Nine Months Ended Total revenue $ 410,856 $ 1,193,375 Net loss (55,425 ) (208,840 ) |
Organization and Formation (Det
Organization and Formation (Details) | Nov. 16, 2017shares | Feb. 06, 2017$ / sharesshares | Jan. 31, 2017shares | Sep. 30, 2018$ / sharesshares | Dec. 31, 2017$ / sharesshares |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Issuance of common stock (in shares) | 310,376,634 | ||||
Common stock, shares authorized (in shares) | 9,000,000,000 | 9,000,000,000 | 9,000,000,000 | ||
Preferred stock, shares authorized (in shares) | 900,000,000 | 900,000,000 | 900,000,000 | ||
Common stock shares, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||
Starwood Waypoint Homes | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Partnership interest | 98.30% | ||||
Common Stock | Starwood Waypoint Homes | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Exchange ratio | 1.614 | ||||
Common Units | Starwood Waypoint Homes | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Exchange ratio | 1.6140 | ||||
IPO | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Issuance of common stock (in shares) | 88,550,000 | ||||
Sale of common stock, price per share (in dollars per share) | $ / shares | $ 20 | ||||
Pre-IPO Owner Issuances | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Issuance of common stock (in shares) | 221,826,634 | ||||
Merger with Starwood Waypoint Homes | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Issuance of common stock (in shares) | 207,448,958 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Percent of revenue excluded from ASU 2014-09 (more than) | 90.00% |
Investments in Single-Family _3
Investments in Single-Family Residential Properties - Net Carrying Amount of Properties (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Real Estate [Abstract] | ||
Land | $ 4,575,697 | $ 4,646,917 |
Single-family residential property | 12,996,911 | 13,084,156 |
Capital improvements | 536,157 | 536,297 |
Equipment | 117,407 | 120,528 |
Total gross investments in the properties | 18,226,172 | 18,387,898 |
Less: accumulated depreciation | (1,423,820) | (1,075,634) |
Investments in single-family residential properties, net | $ 16,802,352 | $ 17,312,264 |
Investments in Single-Family _4
Investments in Single-Family Residential Properties - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||||
Capitalized acquisition costs, net | $ 122,085 | $ 122,085 | $ 125,903 | ||
Accumulated capitalized interest costs | 66,071 | 66,071 | 62,938 | ||
Capitalized property taxes, net | 25,523 | 25,523 | 25,966 | ||
Capitalized insurance, net | 4,701 | 4,701 | 4,727 | ||
Capitalized HOA Fees, net | 2,780 | 2,780 | $ 2,818 | ||
Depreciation | 127,544 | $ 66,671 | 382,706 | $ 200,023 | |
Depreciation and amortization | 139,371 | 67,466 | 430,321 | 202,558 | |
Provisions for impairment | 1,296 | 424 | 3,570 | 1,556 | |
Furniture and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation and amortization | 7,203 | 795 | 10,098 | 2,535 | |
In-place lease intangible assets | |||||
Property, Plant and Equipment [Line Items] | |||||
Amortization of intangible assets | $ 4,624 | $ 0 | $ 37,517 | $ 0 |
Cash, Cash Equivalents, and R_3
Cash, Cash Equivalents, and Restricted Cash - Reconciliation to Statements of Cash Flows (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 130,037 | $ 179,878 | $ 134,441 | $ 198,119 |
Restricted cash | 253,603 | 236,684 | 153,781 | 222,092 |
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows | $ 383,640 | $ 416,562 | $ 288,222 | $ 420,211 |
Cash, Cash Equivalents, and R_4
Cash, Cash Equivalents, and Restricted Cash - Schedule of Restricted Cash Accounts (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | $ 253,603 | $ 236,684 | $ 153,781 | $ 222,092 |
Resident security deposits | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | 153,492 | 147,098 | ||
Property taxes | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | 60,350 | 20,785 | ||
Collections | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | 24,854 | 40,607 | ||
Standing and capital expenditure reserves | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | 8,245 | 5,257 | ||
Letters of credit | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | 3,443 | 3,567 | ||
Special and other reserves | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | 3,219 | 4,250 | ||
Derivative collateral | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | $ 0 | $ 15,120 |
Other Assets - Schedule of Othe
Other Assets - Schedule of Other Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Investments in debt securities, net | $ 392,860 | $ 378,545 |
Held for sale assets | 309,708 | 46,814 |
Derivative instruments (Note 7) | 157,392 | 57,612 |
Investment in unconsolidated joint venture | 56,667 | 57,078 |
Rent and other receivables, net | 36,114 | 24,525 |
Prepaid expenses | 29,181 | 37,869 |
Corporate fixed assets, net | 12,254 | 16,595 |
Amounts deposited and held by others | 7,798 | 12,598 |
Deferred leasing costs, net | 6,991 | 7,018 |
Deferred financing costs, net | 5,729 | 7,504 |
In-place leases, net | 0 | 37,517 |
Other | 17,755 | 12,930 |
Total | $ 1,032,449 | $ 696,605 |
Other Assets - Narrative (Detai
Other Assets - Narrative (Details) | Nov. 16, 2017USD ($) | Sep. 30, 2018USD ($)property | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)property | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($)property |
Schedule of Investments [Line Items] | ||||||
Number of real estate properties classified as held-for-sale | property | 1,966 | 1,966 | 236 | |||
Number of real estate properties classified as bulk sales | property | 1,486 | 1,486 | ||||
Investments in debt securities, net | $ 392,860,000 | $ 392,860,000 | $ 378,545,000 | |||
Held-to-maturity securities, unrecognized holding gain | 0 | 0 | 0 | |||
Held-to-maturity securities, unrecognized holding loss | 0 | 0 | 0 | |||
Other than temporary impairment recognized in other comprehensive income | 0 | 0 | ||||
Allowance for doubtful accounts receivable | 2,887,000 | 2,887,000 | 4,094,000 | |||
Debt issuance costs, line of credit arrangements incurred | 9,673,000 | |||||
Debt issuance costs, unamortized balance | 5,729,000 | 5,729,000 | 7,504,000 | |||
In-place lease intangible assets | ||||||
Schedule of Investments [Line Items] | ||||||
Amortization of intangible assets | 4,624,000 | $ 0 | 37,517,000 | $ 0 | ||
In-place lease intangible assets | Merger with Starwood Waypoint Homes | ||||||
Schedule of Investments [Line Items] | ||||||
Finite-lived intangible assets acquired, in-place leases | $ 45,740,000 | |||||
Acquired finite-lived intangible assets, weighted-average remaining lease period | 8 months | |||||
Amortization of intangible assets | 4,624,000 | 37,517,000 | ||||
In-place leases, net | $ 0 | $ 0 | $ 37,517,000 | |||
Joint venture with FNMA | Merger with Starwood Waypoint Homes | ||||||
Schedule of Investments [Line Items] | ||||||
Interest joint venture | 10.00% | |||||
Number of real estate properties owned by joint venture | property | 756 | 756 | 776 | |||
Minimum | ||||||
Schedule of Investments [Line Items] | ||||||
Lessor leasing arrangements, operating leases, term of contract | 12 months | 12 months | ||||
Residential Mortgage Backed Securities | ||||||
Schedule of Investments [Line Items] | ||||||
Investments in debt securities, net | $ 392,860,000 | $ 392,860,000 | ||||
Marketable securities, unamortized discount | $ 3,081,000 | $ 3,081,000 | ||||
Residential Mortgage Backed Securities | Minimum | ||||||
Schedule of Investments [Line Items] | ||||||
Marketable securities, expected maturity term | 10 months | |||||
Residential Mortgage Backed Securities | Maximum | ||||||
Schedule of Investments [Line Items] | ||||||
Marketable securities, expected maturity term | 9 years |
Debt - Schedule of Mortgage Loa
Debt - Schedule of Mortgage Loans (Details) $ in Thousands | Oct. 09, 2018USD ($) | Jul. 09, 2018USD ($) | Sep. 30, 2018USD ($)extension | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) |
Debt Instrument [Line Items] | |||||
Less: deferred financing costs, net | $ (66,544) | ||||
Long-term debt | 9,454,919 | ||||
Payments on mortgage loans | 3,416,296 | $ 2,086,622 | |||
Debt instrument, unamortized discount | $ 19,912 | $ 26,464 | |||
London Interbank Offered Rate (LIBOR) | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, variable rate | 2.26% | ||||
Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Total Securitizations | $ 7,466,382 | 7,608,228 | |||
Less: deferred financing costs, net | (56,682) | (28,075) | |||
Long-term debt | 7,409,700 | 7,580,153 | |||
Payments on mortgage loans | 3,416,296 | $ 2,086,622 | |||
Debt instrument, unamortized discount | 0 | ||||
CAH 2014-1 | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Total Securitizations | 0 | 473,384 | |||
CAH 2014-2 | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Total Securitizations | 0 | 385,401 | |||
IH 2015-1 | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Total Securitizations | 0 | 528,795 | |||
IH 2015-2 | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Total Securitizations | 0 | 627,259 | |||
IH 2015-3 | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Total Securitizations | $ 0 | 1,165,886 | |||
CAH 2015-1 | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 4.16% | ||||
Total Securitizations | $ 646,760 | 656,551 | |||
CAH 2015-1 | Secured Debt | Minimum | |||||
Debt Instrument [Line Items] | |||||
Basis spread | 1.28% | ||||
CAH 2015-1 | Secured Debt | Maximum | |||||
Debt Instrument [Line Items] | |||||
Basis spread | 3.73% | ||||
CSH 2016-1 | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 4.58% | ||||
Total Securitizations | $ 325,838 | 531,517 | |||
Payments on mortgage loans | $ 200,000 | ||||
CSH 2016-1 | Secured Debt | Minimum | |||||
Debt Instrument [Line Items] | |||||
Basis spread | 1.58% | ||||
CSH 2016-1 | Secured Debt | Maximum | |||||
Debt Instrument [Line Items] | |||||
Basis spread | 5.08% | ||||
CSH 2016-1 | Subsequent Event | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Payments on mortgage loans | $ 50,000 | ||||
CSH 2016-2 | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 4.11% | ||||
Total Securitizations | $ 603,076 | 609,815 | |||
CSH 2016-2 | Secured Debt | Minimum | |||||
Debt Instrument [Line Items] | |||||
Basis spread | 1.33% | ||||
CSH 2016-2 | Secured Debt | Maximum | |||||
Debt Instrument [Line Items] | |||||
Basis spread | 4.23% | ||||
IH 2017-1 | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 4.23% | ||||
Total Securitizations | $ 995,870 | 996,453 | |||
Coupon Rate | 4.23% | ||||
Debt instrument, term | 10 years | ||||
Debt instrument, unamortized discount | $ 3,081 | 3,345 | |||
SWH 2017-1 | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 3.81% | ||||
Total Securitizations | $ 767,835 | 769,754 | |||
SWH 2017-1 | Secured Debt | Minimum | |||||
Debt Instrument [Line Items] | |||||
Basis spread | 1.02% | ||||
SWH 2017-1 | Secured Debt | Maximum | |||||
Debt Instrument [Line Items] | |||||
Basis spread | 3.47% | ||||
IH 2017-2 | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 3.77% | ||||
Total Securitizations | $ 862,181 | 863,413 | |||
IH 2017-2 | Secured Debt | Minimum | |||||
Debt Instrument [Line Items] | |||||
Basis spread | 0.91% | ||||
IH 2017-2 | Secured Debt | Maximum | |||||
Debt Instrument [Line Items] | |||||
Basis spread | 3.06% | ||||
IH 2018-1 | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 3.50% | ||||
Total Securitizations | $ 913,317 | 0 | |||
IH 2018-1 | Secured Debt | Minimum | |||||
Debt Instrument [Line Items] | |||||
Basis spread | 0.76% | ||||
IH 2018-1 | Secured Debt | Maximum | |||||
Debt Instrument [Line Items] | |||||
Basis spread | 2.56% | ||||
IH 2018-2 | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 3.64% | ||||
Total Securitizations | $ 1,051,996 | 0 | |||
IH 2018-2 | Secured Debt | Minimum | |||||
Debt Instrument [Line Items] | |||||
Basis spread | 0.95% | ||||
IH 2018-2 | Secured Debt | Maximum | |||||
Debt Instrument [Line Items] | |||||
Basis spread | 2.30% | ||||
IH 2018-3 | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 3.68% | ||||
Total Securitizations | $ 1,299,509 | $ 0 | |||
IH 2018-3 | Secured Debt | Minimum | |||||
Debt Instrument [Line Items] | |||||
Basis spread | 1.05% | ||||
IH 2018-3 | Secured Debt | Maximum | |||||
Debt Instrument [Line Items] | |||||
Basis spread | 2.30% | ||||
CAH 2015-1, CSH 2016-1, CSH 2016-2, SWH 2017-1, IH 2017-2, IH 2018-1, IH 2018-2, IH 2018-3 | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, extended term | 1 year | ||||
CAH 2015-1, CSH 2016-1, CSH 2016-2, SWH 2017-1, IH 2017-2, IH 2018-1, IH 2018-2, IH 2018-3 | Secured Debt | Minimum | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, term | 2 years | ||||
Debt instrument, number of extensions | extension | 2 | ||||
CAH 2015-1, CSH 2016-1, CSH 2016-2, SWH 2017-1, IH 2017-2, IH 2018-1, IH 2018-2, IH 2018-3 | Secured Debt | Maximum | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, term | 3 years | ||||
Debt instrument, number of extensions | extension | 5 |
Debt - Mortgage Loans Narrative
Debt - Mortgage Loans Narrative (Details) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2018USD ($)extensionpropertyloan | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($)property | Apr. 30, 2014 | |
Debt Instrument [Line Items] | ||||
Debt instrument, unamortized discount | $ 19,912 | $ 26,464 | ||
Investments in debt securities, net | 392,860 | $ 378,545 | ||
Payments on mortgage loans | $ 3,416,296 | $ 2,086,622 | ||
Residential Real Estate | ||||
Debt Instrument [Line Items] | ||||
Number of real estate properties | property | 43,701 | 47,616 | ||
Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, unamortized discount | $ 0 | |||
Payments on mortgage loans | $ 3,416,296 | $ 2,086,622 | ||
Secured Debt | Class G Certificates | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, loan principal as a percentage of mortgage pool | 5.00% | |||
Stated interest rate | 0.0005% | |||
Secured Debt | IH 2015-1, IH 2015-2, IH 2015-3, IH 2017-2, IH 2018-1, CAH 2014-1, CAH 2014-2, CAH 2015-1, CSH 2016-1, CSH 2016-2, SWH 2017-1 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, extended term | 1 year | |||
Secured Debt | IH 2017-1 | ||||
Debt Instrument [Line Items] | ||||
Number of loans | loan | 2 | |||
Debt instrument, term | 10 years | |||
Debt instrument, unamortized discount | $ 3,081 | $ 3,345 | ||
Stated interest rate | 4.23% | |||
Secured Debt | IH 2017-1 | Class B Certificates | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 4.23% | |||
Secured Debt | Minimum | Class F Certificates | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 3.73% | |||
Secured Debt | Minimum | IH 2015-1, IH 2015-2, IH 2015-3, IH 2017-2, IH 2018-1, CAH 2014-1, CAH 2014-2, CAH 2015-1, CSH 2016-1, CSH 2016-2, SWH 2017-1 | ||||
Debt Instrument [Line Items] | ||||
Number of loans | loan | 5 | |||
Debt instrument, term | 2 years | |||
Debt instrument, number of extensions | extension | 2 | |||
Secured Debt | Minimum | SWH 2017-1, IH 2017-2, IH 2018-1, IH 2018-2, IH 2018-3 | ||||
Debt Instrument [Line Items] | ||||
Basis spread | 0.76% | |||
Secured Debt | Maximum | Class F Certificates | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 5.08% | |||
Secured Debt | Maximum | IH 2015-1, IH 2015-2, IH 2015-3, IH 2017-2, IH 2018-1, CAH 2014-1, CAH 2014-2, CAH 2015-1, CSH 2016-1, CSH 2016-2, SWH 2017-1 | ||||
Debt Instrument [Line Items] | ||||
Number of loans | loan | 7 | |||
Debt instrument, term | 3 years | |||
Debt instrument, number of extensions | extension | 5 | |||
Secured Debt | Maximum | SWH 2017-1, IH 2017-2, IH 2018-1, IH 2018-2, IH 2018-3 | ||||
Debt Instrument [Line Items] | ||||
Basis spread | 3.47% |
Debt - Term Loan Facility and R
Debt - Term Loan Facility and Revolving Facility (Details) | Feb. 06, 2017USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2017USD ($) |
Line of Credit Facility [Line Items] | |||
Line of credit facility, current borrowing capacity | $ 2,500,000,000 | ||
Debt instrument, number of maturity date extensions | 1 year | ||
Long-term line of credit | $ 9,541,375,000 | ||
Less: deferred financing costs, net | (66,544,000) | ||
Long-term debt | $ 9,454,919,000 | ||
London Interbank Offered Rate (LIBOR) | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, variable rate | 2.26% | ||
Revolving Facility | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, additional borrowing capacity | $ 1,500,000,000 | ||
Debt covenant, net leverage ratio | 8 | ||
Revolving Facility | London Interbank Offered Rate (LIBOR) | |||
Line of Credit Facility [Line Items] | |||
Basis spread | 1.00% | ||
Revolving Facility | Federal Funds Effective Swap Rate | |||
Line of Credit Facility [Line Items] | |||
Basis spread | 0.50% | ||
Revolving facility | Minimum | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, unused capacity, commitment fee percentage | 0.20% | ||
Line of credit facility, facility fee percentage | 0.125% | ||
Revolving facility | Maximum | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, unused capacity, commitment fee percentage | 0.35% | ||
Line of credit facility, facility fee percentage | 0.30% | ||
Revolving facility | Revolving Facility | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, current borrowing capacity | 1,000,000,000 | ||
Line of credit facility, interest rate at end of period | 4.01% | ||
Long-term line of credit | $ 0 | $ 35,000,000 | |
Revolving facility | Revolving Facility | London Interbank Offered Rate (LIBOR) | |||
Line of Credit Facility [Line Items] | |||
Basis spread | 1.75% | ||
Revolving facility | Revolving Facility | Minimum | London Interbank Offered Rate (LIBOR) | |||
Line of Credit Facility [Line Items] | |||
Basis spread | 1.75% | ||
Revolving facility | Revolving Facility | Minimum | Base Rate | |||
Line of Credit Facility [Line Items] | |||
Basis spread | 0.75% | ||
Revolving facility | Revolving Facility | Maximum | London Interbank Offered Rate (LIBOR) | |||
Line of Credit Facility [Line Items] | |||
Basis spread | 2.30% | ||
Revolving facility | Revolving Facility | Maximum | Base Rate | |||
Line of Credit Facility [Line Items] | |||
Basis spread | 1.30% | ||
Term Loan Facility | Revolving Facility | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, current borrowing capacity | $ 1,500,000,000 | ||
Line of credit facility, interest rate at end of period | 3.96% | ||
Long-term line of credit | $ 1,500,000,000 | 1,500,000,000 | |
Less: deferred financing costs, net | (9,862,000) | (12,027,000) | |
Long-term debt | $ 1,490,138,000 | $ 1,487,973,000 | |
Term Loan Facility | Revolving Facility | London Interbank Offered Rate (LIBOR) | |||
Line of Credit Facility [Line Items] | |||
Basis spread | 1.70% | ||
Term Loan Facility | Revolving Facility | Minimum | London Interbank Offered Rate (LIBOR) | |||
Line of Credit Facility [Line Items] | |||
Basis spread | 1.70% | ||
Term Loan Facility | Revolving Facility | Minimum | Base Rate | |||
Line of Credit Facility [Line Items] | |||
Basis spread | 0.70% | ||
Term Loan Facility | Revolving Facility | Maximum | London Interbank Offered Rate (LIBOR) | |||
Line of Credit Facility [Line Items] | |||
Basis spread | 2.30% | ||
Term Loan Facility | Revolving Facility | Maximum | Base Rate | |||
Line of Credit Facility [Line Items] | |||
Basis spread | 1.30% |
Debt - Convertible Senior Notes
Debt - Convertible Senior Notes Narrative (Details) | Sep. 30, 2018USD ($)$ / shares | Nov. 16, 2017 | Sep. 30, 2018USD ($)$ / shares | Dec. 31, 2017USD ($) | Jan. 31, 2017USD ($) | Jul. 31, 2014USD ($) |
Debt Instrument [Line Items] | ||||||
Convertible senior notes | $ 574,993,000 | $ 574,993,000 | $ 575,000,000 | |||
Debt instrument, percentage of repurchase price to principal amount if company undergoes fundamental change | 100.00% | 100.00% | ||||
Debt instrument, event of default minimum percentage of principal amount | 25.00% | 25.00% | ||||
Debt instrument, percentage of repurchase price to principal amount if company defaults | 100.00% | 100.00% | ||||
3.00% Convertible Senior Note | 2019 Convertible Notes | ||||||
Debt Instrument [Line Items] | ||||||
Convertible senior notes | $ 229,993,000 | $ 229,993,000 | 230,000,000 | $ 230,000,000 | ||
Stated interest rate | 3.00% | 3.00% | 3.00% | |||
Debt instrument, convertible, conversion ratio | 0.0537294 | 53.7294 | ||||
Debt instrument, convertible conversion price (in dollars per share) | $ / shares | $ 18.61 | $ 18.61 | ||||
Debt instrument, convertible trading days following effective date of mergers | 35 days | |||||
3.50% Convertible Senior Note | 2022 Convertible Notes | ||||||
Debt Instrument [Line Items] | ||||||
Convertible senior notes | $ 345,000,000 | $ 345,000,000 | $ 345,000,000 | $ 345,000,000 | ||
Stated interest rate | 3.50% | 3.50% | 3.50% | |||
Debt instrument, convertible, conversion ratio | 0.0437694 | 43.7694 | ||||
Debt instrument, convertible conversion price (in dollars per share) | $ / shares | $ 22.85 | $ 22.85 | ||||
Debt instrument, convertible trading days following effective date of mergers | 35 days |
Debt - Schedule of Convertible
Debt - Schedule of Convertible Senior Notes (Details) | Sep. 30, 2018USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2017USD ($) | Nov. 16, 2017USD ($) | Jan. 31, 2017USD ($) | Jul. 31, 2014USD ($) |
Convertible Notes Payable [Abstract] | ||||||
Principal Amount | $ 574,993,000 | $ 574,993,000 | $ 575,000,000 | |||
Net unamortized fair value adjustment | (19,912,000) | (19,912,000) | (26,464,000) | |||
Total | 555,081,000 | 555,081,000 | 548,536,000 | |||
Debt instrument, principal amount used for conversion | $ 1,000 | $ 1,000 | ||||
2019 Convertible Notes | 3.00% Convertible Senior Note | ||||||
Convertible Notes Payable [Abstract] | ||||||
Coupon Rate | 3.00% | 3.00% | 3.00% | |||
Effective Rate | 4.92% | 4.92% | ||||
Conversion Rate | 0.0537294 | 53.7294 | ||||
Remaining Amortization Period | 9 months | |||||
Principal Amount | $ 229,993,000 | $ 229,993,000 | 230,000,000 | $ 230,000,000 | ||
Convertible debt, fair value disclosures | $ 223,185,000 | |||||
2022 Convertible Notes | 3.50% Convertible Senior Note | ||||||
Convertible Notes Payable [Abstract] | ||||||
Coupon Rate | 3.50% | 3.50% | 3.50% | |||
Effective Rate | 5.12% | 5.12% | ||||
Conversion Rate | 0.0437694 | 43.7694 | ||||
Remaining Amortization Period | 3 years 3 months 19 days | |||||
Principal Amount | $ 345,000,000 | $ 345,000,000 | $ 345,000,000 | $ 345,000,000 | ||
Convertible debt, fair value disclosures | $ 324,252,000 |
Debt - Debt Maturities Schedule
Debt - Debt Maturities Schedule (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Year | ||
2,018 | $ 0 | |
2,019 | 3,435,683 | |
2,020 | 3,264,822 | |
2,021 | 0 | |
2,022 | 1,845,000 | |
2023 and thereafter | 995,870 | |
Total | 9,541,375 | |
Less: deferred financing costs, net | (66,544) | |
Less: unamortized fair value adjustment | (19,912) | $ (26,464) |
Long-term debt | 9,454,919 | |
Mortgage Loans | ||
Year | ||
2,018 | 0 | |
2,019 | 3,205,690 | |
2,020 | 3,264,822 | |
2,021 | 0 | |
2,022 | 0 | |
2023 and thereafter | 995,870 | |
Total | 7,466,382 | |
Less: deferred financing costs, net | (56,682) | (28,075) |
Less: unamortized fair value adjustment | 0 | |
Long-term debt | 7,409,700 | 7,580,153 |
Term Loan Facility | ||
Year | ||
2,018 | 0 | |
2,019 | 0 | |
2,020 | 0 | |
2,021 | 0 | |
2,022 | 1,500,000 | |
2023 and thereafter | 0 | |
Total | 1,500,000 | |
Less: deferred financing costs, net | (9,862) | |
Less: unamortized fair value adjustment | 0 | |
Long-term debt | 1,490,138 | |
Convertible Senior Notes | ||
Year | ||
2,018 | 0 | |
2,019 | 229,993 | |
2,020 | 0 | |
2,021 | 0 | |
2,022 | 345,000 | |
2023 and thereafter | 0 | |
Total | 574,993 | |
Less: deferred financing costs, net | 0 | |
Less: unamortized fair value adjustment | (19,912) | $ (26,464) |
Long-term debt | $ 555,081 |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) | Sep. 30, 2018USD ($) | Dec. 31, 2017USD ($) | Nov. 16, 2017USD ($) |
Derivative [Line Items] | |||
Interest rate cash flow hedge gain (loss) to be reclassified during next 12 months | $ 47,621,000 | ||
Not Designated as Hedging Instrument | Minimum | |||
Derivative [Line Items] | |||
Interest rate cap | 3.00% | ||
Not Designated as Hedging Instrument | Maximum | |||
Derivative [Line Items] | |||
Interest rate cap | 3.95% | ||
Interest rate swaps | |||
Derivative [Line Items] | |||
Posted collateral | $ 0 | $ 15,120,000 | |
Interest rate swaps | Designated as Hedging Instrument | |||
Derivative [Line Items] | |||
Fair value of swaps acquired in merger | $ 21,135,000 | ||
Interest rate caps | Not Designated as Hedging Instrument | |||
Derivative [Line Items] | |||
Debt service coverage ratio | 1.2 |
Derivative Instruments - Intere
Derivative Instruments - Interest Rate Swap Instruments (Details) - Designated as Hedging Instrument | Sep. 30, 2018USD ($) |
Interest Rate Swap 1 | |
Derivative [Line Items] | |
Notional Amount | $ 750,000,000 |
Interest Rate Swap 2 | |
Derivative [Line Items] | |
Notional Amount | 750,000,000 |
Interest Rate Swap 3 | |
Derivative [Line Items] | |
Notional Amount | 1,100,000,000 |
Interest Rate Swap 4 | |
Derivative [Line Items] | |
Notional Amount | 595,000,000 |
Interest Rate Swap 5 | |
Derivative [Line Items] | |
Notional Amount | 325,000,000 |
Interest Rate Swap 6 | |
Derivative [Line Items] | |
Notional Amount | 550,000,000 |
Interest Rate Swap 7 | |
Derivative [Line Items] | |
Notional Amount | 800,000,000 |
Interest Rate Swap 8 | |
Derivative [Line Items] | |
Notional Amount | 800,000,000 |
Interest Rate Swap 9 | |
Derivative [Line Items] | |
Notional Amount | 450,000,000 |
Interest Rate Swap 10 | |
Derivative [Line Items] | |
Notional Amount | 550,000,000 |
Interest Rate Swap 11 | |
Derivative [Line Items] | |
Notional Amount | 400,000,000 |
Interest Rate Swap 12 | |
Derivative [Line Items] | |
Notional Amount | 800,000,000 |
Interest Rate Swap 13 | |
Derivative [Line Items] | |
Notional Amount | 400,000,000 |
Interest Rate Swap 14 | |
Derivative [Line Items] | |
Notional Amount | 400,000,000 |
Interest Rate Swap 15 | |
Derivative [Line Items] | |
Notional Amount | 450,000,000 |
Interest Rate Swap 16 | |
Derivative [Line Items] | |
Notional Amount | 550,000,000 |
Interest Rate Swap 17 | |
Derivative [Line Items] | |
Notional Amount | 400,000,000 |
Interest Rate Swap 18 | |
Derivative [Line Items] | |
Notional Amount | 325,000,000 |
Interest Rate Swap 19 | |
Derivative [Line Items] | |
Notional Amount | 595,000,000 |
Interest Rate Swap 20 | |
Derivative [Line Items] | |
Notional Amount | 450,000,000 |
Interest Rate Swap 21 | |
Derivative [Line Items] | |
Notional Amount | 1,100,000,000 |
Interest Rate Swap 22 | |
Derivative [Line Items] | |
Notional Amount | $ 550,000,000 |
London Interbank Offered Rate (LIBOR) | Interest Rate Swap 1 | |
Derivative [Line Items] | |
Strike Rate | 1.97% |
London Interbank Offered Rate (LIBOR) | Interest Rate Swap 2 | |
Derivative [Line Items] | |
Strike Rate | 1.97% |
London Interbank Offered Rate (LIBOR) | Interest Rate Swap 3 | |
Derivative [Line Items] | |
Strike Rate | 1.59% |
London Interbank Offered Rate (LIBOR) | Interest Rate Swap 4 | |
Derivative [Line Items] | |
Strike Rate | 1.63% |
London Interbank Offered Rate (LIBOR) | Interest Rate Swap 5 | |
Derivative [Line Items] | |
Strike Rate | 1.60% |
London Interbank Offered Rate (LIBOR) | Interest Rate Swap 6 | |
Derivative [Line Items] | |
Strike Rate | 1.58% |
London Interbank Offered Rate (LIBOR) | Interest Rate Swap 7 | |
Derivative [Line Items] | |
Strike Rate | 1.10% |
London Interbank Offered Rate (LIBOR) | Interest Rate Swap 8 | |
Derivative [Line Items] | |
Strike Rate | 1.06% |
London Interbank Offered Rate (LIBOR) | Interest Rate Swap 9 | |
Derivative [Line Items] | |
Strike Rate | 1.12% |
London Interbank Offered Rate (LIBOR) | Interest Rate Swap 10 | |
Derivative [Line Items] | |
Strike Rate | 1.93% |
London Interbank Offered Rate (LIBOR) | Interest Rate Swap 11 | |
Derivative [Line Items] | |
Strike Rate | 2.86% |
London Interbank Offered Rate (LIBOR) | Interest Rate Swap 12 | |
Derivative [Line Items] | |
Strike Rate | 2.21% |
London Interbank Offered Rate (LIBOR) | Interest Rate Swap 13 | |
Derivative [Line Items] | |
Strike Rate | 2.85% |
London Interbank Offered Rate (LIBOR) | Interest Rate Swap 14 | |
Derivative [Line Items] | |
Strike Rate | 2.86% |
London Interbank Offered Rate (LIBOR) | Interest Rate Swap 15 | |
Derivative [Line Items] | |
Strike Rate | 1.30% |
London Interbank Offered Rate (LIBOR) | Interest Rate Swap 16 | |
Derivative [Line Items] | |
Strike Rate | 2.13% |
London Interbank Offered Rate (LIBOR) | Interest Rate Swap 17 | |
Derivative [Line Items] | |
Strike Rate | 2.90% |
London Interbank Offered Rate (LIBOR) | Interest Rate Swap 18 | |
Derivative [Line Items] | |
Strike Rate | 2.99% |
London Interbank Offered Rate (LIBOR) | Interest Rate Swap 19 | |
Derivative [Line Items] | |
Strike Rate | 2.99% |
London Interbank Offered Rate (LIBOR) | Interest Rate Swap 20 | |
Derivative [Line Items] | |
Strike Rate | 1.47% |
London Interbank Offered Rate (LIBOR) | Interest Rate Swap 21 | |
Derivative [Line Items] | |
Strike Rate | 2.90% |
London Interbank Offered Rate (LIBOR) | Interest Rate Swap 22 | |
Derivative [Line Items] | |
Strike Rate | 2.23% |
Derivative Instruments - Fair V
Derivative Instruments - Fair Values of Derivative Instruments on the Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | $ 157,392 | |
Liability Derivatives | 2,096 | |
Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 157,392 | $ 57,639 |
Other liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | 2,096 | 0 |
Interest rate swaps | Designated as Hedging Instrument | Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 155,287 | 57,612 |
Interest rate swaps | Designated as Hedging Instrument | Other liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | 184 | 0 |
Interest rate caps | Not Designated as Hedging Instrument | Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 2,105 | 27 |
Interest rate caps | Not Designated as Hedging Instrument | Other liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | $ 1,912 | $ 0 |
Derivative Instruments - Offset
Derivative Instruments - Offsetting of Derivatives (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Offsetting assets: | ||
Gross Amounts of Recognized Assets | $ 157,392 | |
Gross Amounts Offset in the Statement of Financial Position | 0 | |
Net Amounts of Assets presented in the Statement of Financial Position | 157,392 | $ 57,612 |
Gross Amounts not Offset in the Statement of Financial Position, Financial Instruments | (2,096) | |
Gross Amounts not Offset in the Statement of Financial Position, Cash Collateral Received | 0 | |
Net Amount | 155,296 | |
Offsetting liabilities: | ||
Gross Amounts of Recognized Liabilities | 2,096 | |
Gross Amounts Offset in the Statement of Financial Position | 0 | |
Net Amounts of Liabilities presented in the Statement of Financial Position | 2,096 | |
Gross Amounts not Offset in the Statement of Financial Position, Financial Instruments | (2,096) | |
Gross Amounts not Offset in the Statement of Financial Position, Cash Collateral Received | 0 | |
Net Amount | $ 0 |
Derivative Instruments - Effect
Derivative Instruments - Effect of Derivative Instruments on the Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Interest expense | $ 97,564 | $ 56,796 | $ 287,089 | $ 182,726 |
Amount of Loss Recognized in Net Loss on Derivative | (10) | (190) | (355) | (3,992) |
Interest rate swaps | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Amount of Loss Recognized in Net Loss on Derivative | 0 | 0 | 0 | (3,674) |
Interest rate caps | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Amount of Loss Recognized in Net Loss on Derivative | (10) | (190) | (355) | (318) |
AOCI into Net Loss | Reclassified from AOCI | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Interest expense | 5,982 | (4,193) | 9,307 | (12,963) |
Cash Flow Hedging | Interest rate swaps | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Amount of Gain (Loss) Recognized in OCI on Derivative | $ 39,488 | $ (598) | $ 115,214 | $ (4,796) |
Equity - Narrative (Details)
Equity - Narrative (Details) $ / shares in Units, $ in Thousands | Nov. 30, 2018$ / shares | Nov. 01, 2018$ / shares | Aug. 31, 2018$ / shares | Aug. 16, 2018$ / shares | May 31, 2018$ / shares | May 15, 2018$ / shares | Feb. 28, 2018$ / shares | Feb. 13, 2018$ / shares | Nov. 16, 2017shares | Nov. 07, 2017$ / shares | Oct. 24, 2017$ / shares | Aug. 31, 2017$ / shares | Aug. 15, 2017$ / shares | May 31, 2017$ / shares | May 15, 2017$ / shares | Feb. 06, 2017USD ($)shares | Jan. 31, 2017USD ($) | Jan. 05, 2017USD ($) | Jan. 31, 2017USD ($) | Sep. 30, 2018USD ($)$ / sharesshares | Sep. 30, 2017USD ($) | Dec. 31, 2016shares | Sep. 30, 2018shares | Dec. 31, 2017shares |
Class of Stock [Line Items] | ||||||||||||||||||||||||
Issuance of common stock (in shares) | 310,376,634 | |||||||||||||||||||||||
Granted (in shares) | 1,025,307 | |||||||||||||||||||||||
Proceeds from initial offering | $ | $ 1,692,058 | $ 0 | $ 1,692,058 | |||||||||||||||||||||
Offering costs paid | $ | $ 5,726 | $ 0 | $ 2,757 | |||||||||||||||||||||
Shares issued during the period (in shares) | 1,406,435 | |||||||||||||||||||||||
Restricted share units, net of tax (in shares) | 1,001,398 | |||||||||||||||||||||||
Fully vested RSUs (in shares) | 1,363,493 | |||||||||||||||||||||||
Redemption of OP Units for common stock (in shares) | 405,037 | |||||||||||||||||||||||
Redeemable OP Units outstanding (in units) | 9,036,578 | 9,036,578 | ||||||||||||||||||||||
Dividends declared per common share (in dollars per share) | $ / shares | $ 0.11 | $ 0.11 | $ 0.11 | $ 0.08 | $ 0.08 | $ 0.06 | $ 0.33 | |||||||||||||||||
Common stock, dividends per share paid (in dollars per share) | $ / shares | $ 0.11 | $ 0.11 | $ 0.11 | $ 0.08 | $ 0.08 | $ 0.06 | ||||||||||||||||||
Common stock, shares outstanding (in shares) | 520,579,577 | 520,579,577 | 519,173,142 | |||||||||||||||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | |||||||||||||||||||||
Contributions by investors | $ | $ 1,153 | |||||||||||||||||||||||
Class B Units | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Profit interests, notes receivable distributed | $ | $ 11,023 | |||||||||||||||||||||||
Profit interests, cancellations | $ | $ 7,723 | |||||||||||||||||||||||
Restricted Stock Units (RSUs) | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Granted (in shares) | 3,290,126 | |||||||||||||||||||||||
Fully vested RSUs (in shares) | 1,355,282 | |||||||||||||||||||||||
IH2 | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Common stock, shares issued (in shares) | 1,000 | |||||||||||||||||||||||
Common stock, shares outstanding (in shares) | 1,000 | |||||||||||||||||||||||
Preferred shares, shares issued (in shares) | 113 | |||||||||||||||||||||||
Preferred stock, shares outstanding (in shares) | 113 | |||||||||||||||||||||||
Preferred stock, dividend rate, percentage | 12.00% | |||||||||||||||||||||||
IH1 | Class B Units | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Profit interests, distributions | $ | $ 11,963 | |||||||||||||||||||||||
Subsequent Event | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Dividends declared per common share (in dollars per share) | $ / shares | $ 0.11 | |||||||||||||||||||||||
Merger with Starwood Waypoint Homes | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Issuance of common stock (in shares) | 207,448,958 | |||||||||||||||||||||||
Units issued (in units) | 9,441,615 | |||||||||||||||||||||||
Conversion ratio from units to shares | 1 | |||||||||||||||||||||||
Forecast | Subsequent Event | ||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||
Common stock, dividends per share paid (in dollars per share) | $ / shares | $ 0.11 |
Equity - Summary of Dividends D
Equity - Summary of Dividends Declared (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 31, 2018 | Aug. 16, 2018 | May 31, 2018 | May 15, 2018 | Feb. 28, 2018 | Feb. 13, 2018 | Nov. 07, 2017 | Oct. 24, 2017 | Aug. 31, 2017 | Aug. 15, 2017 | May 31, 2017 | May 15, 2017 | Sep. 30, 2018 |
Equity [Abstract] | |||||||||||||
Common stock, dividends per share paid (in dollars per share) | $ 0.11 | $ 0.11 | $ 0.11 | $ 0.08 | $ 0.08 | $ 0.06 | |||||||
Common stock, dividends, per share, declared (in dollars per share) | $ 0.11 | $ 0.11 | $ 0.11 | $ 0.08 | $ 0.08 | $ 0.06 | $ 0.33 | ||||||
Dividends, total amount paid | $ 57,563 | $ 57,559 | $ 57,432 | $ 25,139 | $ 25,200 | $ 18,800 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Related Party Transactions [Abstract] | ||||
Management fees earned | $ 703,000 | $ 0 | $ 2,102,000 | $ 0 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) $ in Thousands | Feb. 06, 2017shares | Sep. 30, 2018USD ($)trancheshares | Sep. 30, 2018shares | Dec. 31, 2017shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement, equity instruments other than options, nonvested, number (in shares) | 2,610,225 | 2,610,225 | 3,104,004 | |
Share-based compensation arrangement, equity instruments other than options, grants in period (in shares) | 1,025,307 | |||
Share-based compensation arrangement, equity instruments other than options, fully vested RSUs (in shares) | 1,363,493 | |||
Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement, equity instruments other than options, grants in period (in shares) | 3,290,126 | |||
Share-based compensation arrangement, equity instruments other than options, fully vested RSUs (in shares) | 1,355,282 | |||
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement, equity instruments other than options, grants in period (in shares) | 62,529 | |||
PRSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement, equity instruments other than options, nonvested, number (in shares) | 899,145 | 899,145 | 408,102 | |
Share-based compensation arrangement, equity instruments other than options, grants in period (in shares) | 644,305 | |||
Share based compensation arrangement, performance units granted and vested in period (in shares) | 39,871 | |||
Share-based compensation arrangement, equity instruments other than options, fully vested RSUs (in shares) | 123,331 | |||
PRSUs | Merger with Starwood Waypoint Homes | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement, equity instruments other than options, grants in period (in shares) | 168,184 | |||
Share-based compensation arrangement, award vesting period | 3 years | |||
Time-Vesting Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement, equity instruments other than options, nonvested, number (in shares) | 1,711,080 | 1,711,080 | 2,695,902 | |
Share-based compensation arrangement, equity instruments other than options, grants in period (in shares) | 381,002 | |||
Share-based compensation arrangement, equity instruments other than options, fully vested RSUs (in shares) | 1,240,162 | |||
RSUs and PRSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, fair value of units vested | $ | $ 30,328 | |||
Omnibus Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement, number of shares authorized (in shares) | 16,000,000 | 16,000,000 | ||
Omnibus Incentive Plan | Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement, equity instruments other than options, nonvested, number (in shares) | 5,617,345 | 5,617,345 | ||
LTIP Agreement | Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement, equity instruments other than options, grants in period (in shares) | 631,429 | |||
Share-based compensation arrangement, number of tranches | tranche | 3 | |||
LTIP Agreement | Restricted Stock Units (RSUs) | Time-vesting | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement, award vesting percentage | 33.33% | |||
LTIP Agreement | Restricted Stock Units (RSUs) | Market based vesting | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement, award vesting percentage | 33.33% | |||
LTIP Agreement | Restricted Stock Units (RSUs) | Performance based vesting | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement, award vesting percentage | 33.33% | |||
LTIP Agreement | PRSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement, award vesting period | 3 years | |||
2018 Bonus Awards | Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement, equity instruments other than options, grants in period (in shares) | 136,941 | |||
2018 Bonus Awards | Restricted Stock Units (RSUs) | Time-vesting | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement, award vesting percentage | 33.33% | |||
2018 Bonus Awards | Restricted Stock Units (RSUs) | Market based vesting | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement, award vesting percentage | 33.33% | |||
2018 Bonus Awards | Restricted Stock Units (RSUs) | Performance based vesting | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement, award vesting percentage | 33.33% | |||
Director awards | Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement, equity instruments other than options, grants in period (in shares) | 48,882 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of RSAs and RSUs (Details) | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Restricted Stock and Restricted Stock Units Outstanding | |
Balance, Beginning of period (in shares) | shares | 3,104,004 |
Granted (in shares) | shares | 1,025,307 |
Vested (in shares) | shares | (1,363,493) |
Forfeited (in shares) | shares | (155,593) |
Balance, Ending of period (in shares) | shares | 2,610,225 |
Restricted Stock and Restricted Stock Units Weighted Average Grant Date Fair Value | |
Balance, Beginning of period (in dollars per share) | $ / shares | $ 20.79 |
Granted (in dollars per share) | $ / shares | 22.11 |
Vested (in dollars per share) | $ / shares | (21.43) |
Forfeited (in dollars per share) | $ / shares | (22.60) |
Balance, Ending of period (in dollars per share) | $ / shares | $ 21.85 |
Time-Vesting Awards | |
Restricted Stock and Restricted Stock Units Outstanding | |
Balance, Beginning of period (in shares) | shares | 2,695,902 |
Granted (in shares) | shares | 381,002 |
Vested (in shares) | shares | (1,240,162) |
Forfeited (in shares) | shares | (125,662) |
Balance, Ending of period (in shares) | shares | 1,711,080 |
Restricted Stock and Restricted Stock Units Weighted Average Grant Date Fair Value | |
Balance, Beginning of period (in dollars per share) | $ / shares | $ 21.51 |
Granted (in dollars per share) | $ / shares | 21.94 |
Vested (in dollars per share) | $ / shares | (21.25) |
Forfeited (in dollars per share) | $ / shares | (22.70) |
Balance, Ending of period (in dollars per share) | $ / shares | $ 21.71 |
PRSUs | |
Restricted Stock and Restricted Stock Units Outstanding | |
Balance, Beginning of period (in shares) | shares | 408,102 |
Granted (in shares) | shares | 644,305 |
Vested (in shares) | shares | (123,331) |
Forfeited (in shares) | shares | (29,931) |
Balance, Ending of period (in shares) | shares | 899,145 |
Restricted Stock and Restricted Stock Units Weighted Average Grant Date Fair Value | |
Balance, Beginning of period (in dollars per share) | $ / shares | $ 22.25 |
Granted (in dollars per share) | $ / shares | 22.21 |
Vested (in dollars per share) | $ / shares | (23.17) |
Forfeited (in dollars per share) | $ / shares | (22.16) |
Balance, Ending of period (in dollars per share) | $ / shares | $ 22.10 |
Share-Based Compensation - Fair
Share-Based Compensation - Fair Value Inputs (Details) | Mar. 01, 2018 |
Fair Value Assumptions | |
Expected volatility, minimum | 14.50% |
Expected volatility, maximum | 17.30% |
Risk-free rate | 2.38% |
Minimum | |
Fair Value Assumptions | |
Expected holding period (years) | 2 years 8 months 15 days |
Maximum | |
Fair Value Assumptions | |
Expected holding period (years) | 2 years 10 months 2 days |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Total Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation arrangement, allocated share-based compensation expense | $ 6,068 | $ 12,004 | $ 23,582 | $ 64,464 |
General and Administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation arrangement, allocated share-based compensation expense | 4,901 | 9,309 | 19,229 | 56,460 |
Property Management Expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation arrangement, allocated share-based compensation expense | 1,167 | $ 2,695 | 4,353 | $ 8,004 |
Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Employee service share-based compensation, compensation not yet recognized | $ 24,509 | $ 24,509 | ||
Share-based compensation arrangement, weighted average remaining contractual terms | 1 year 8 months 25 days |
Fair Value Measurements - Carry
Fair Value Measurements - Carrying Values and Fair Values of Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Liabilities carried at historical cost on the consolidated balance sheets | ||
Deferred financing costs, net | $ 66,544 | |
Debt instrument, unamortized discount | 19,912 | $ 26,464 |
Mortgage Loans | ||
Liabilities carried at historical cost on the consolidated balance sheets | ||
Deferred financing costs, net | 56,682 | 28,075 |
Debt instrument, unamortized discount | 0 | |
Term Loan Facility | ||
Liabilities carried at historical cost on the consolidated balance sheets | ||
Deferred financing costs, net | 9,862 | |
Debt instrument, unamortized discount | 0 | |
Convertible Senior Notes | ||
Liabilities carried at historical cost on the consolidated balance sheets | ||
Deferred financing costs, net | 0 | |
Debt instrument, unamortized discount | 19,912 | 26,464 |
Term Loan Facility | Revolving Facility | ||
Liabilities carried at historical cost on the consolidated balance sheets | ||
Deferred financing costs, net | 9,862 | 12,027 |
Carrying Value | Level 2 | ||
Assets carried at historical cost on the consolidated balance sheets | ||
Investments in debt securities | 392,860 | 378,545 |
Carrying Value | Mortgage Loans | Level 2 | ||
Liabilities carried at historical cost on the consolidated balance sheets | ||
Liabilities carried at historical cost | 7,466,382 | 7,608,228 |
Carrying Value | Term Loan Facility | Level 3 | ||
Liabilities carried at historical cost on the consolidated balance sheets | ||
Liabilities carried at historical cost | 1,500,000 | 1,500,000 |
Carrying Value | Revolving facility | Level 3 | ||
Liabilities carried at historical cost on the consolidated balance sheets | ||
Liabilities carried at historical cost | 0 | 35,000 |
Carrying Value | Convertible Senior Notes | Level 3 | ||
Liabilities carried at historical cost on the consolidated balance sheets | ||
Liabilities carried at historical cost | 555,081 | 548,536 |
Fair Value | Level 2 | ||
Assets carried at historical cost on the consolidated balance sheets | ||
Investments in debt securities | 390,163 | 379,500 |
Fair Value | Mortgage Loans | Level 2 | ||
Liabilities carried at historical cost on the consolidated balance sheets | ||
Liabilities carried at historical cost | 7,418,180 | 7,627,423 |
Fair Value | Term Loan Facility | Level 3 | ||
Liabilities carried at historical cost on the consolidated balance sheets | ||
Liabilities carried at historical cost | 1,500,033 | 1,494,494 |
Fair Value | Revolving facility | Level 3 | ||
Liabilities carried at historical cost on the consolidated balance sheets | ||
Liabilities carried at historical cost | 0 | 35,007 |
Fair Value | Convertible Senior Notes | Level 3 | ||
Liabilities carried at historical cost on the consolidated balance sheets | ||
Liabilities carried at historical cost | $ 548,305 | $ 557,179 |
Fair Value Measurements - Impai
Fair Value Measurements - Impaired Assets, Measured at Fair Value on a Nonrecurring Basis (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Investments in single-family residential properties, net held for use and held for sale impairment adjustments | ||||
Total impairments | $ (1,296) | $ (424) | $ (3,570) | $ (1,556) |
Fair Value, Measurements, Nonrecurring | Level 3 | Rental Properties | ||||
Investments in single-family residential properties, net held for use and held for sale impairment adjustments | ||||
Pre-impairment amount | 7,318 | 988 | 19,726 | 9,115 |
Total impairments | (1,110) | (64) | (3,208) | (929) |
Fair value | 6,208 | 924 | 16,518 | 8,186 |
Fair Value, Measurements, Nonrecurring | Level 3 | Rental Properties | ||||
Investments in single-family residential properties, net held for use and held for sale impairment adjustments | ||||
Pre-impairment amount | 894 | 1,827 | 1,658 | 2,323 |
Total impairments | (186) | (360) | (362) | (627) |
Fair value | $ 708 | $ 1,467 | $ 1,296 | $ 1,696 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 5 Months Ended | 8 Months Ended | 9 Months Ended | ||
Jan. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Numerator: | |||||||
Net income (loss) | $ 16,879 | $ 1,041 | $ (22,510) | $ (30,727) | $ (59,372) | ||
Net (income) loss attributable to non-controlling interests | (21) | 0 | $ 0 | 532 | 0 | ||
Net income (loss) attributable to common shareholders | 1,020 | (22,510) | (42,493) | (30,195) | $ (59,372) | ||
Less: net income available to participating securities | (196) | (235) | (344) | (627) | |||
Net income (loss) available to common shareholders — basic | 824 | (22,745) | (42,837) | (30,822) | |||
Net income (loss) available to common shareholders — diluted | $ 824 | $ (22,745) | $ (42,837) | $ (30,822) | |||
Denominator: | |||||||
Weighted average common shares outstanding — basic (in shares) | 520,620,519 | 311,559,780 | 311,674,226 | 520,267,029 | |||
Weighted average common shares outstanding — diluted (in shares) | 521,761,076 | 311,559,780 | 311,674,226 | 520,267,029 | |||
Net income (loss) per common share — basic (in dollars per share) | $ 0 | $ (0.07) | $ (0.14) | $ (0.06) | |||
Net income (loss) per common share — diluted (in dollars per share) | $ 0 | $ (0.07) | $ (0.14) | $ (0.06) | |||
Time-Vesting Awards | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Incremental common shares attributable to dilutive effect of share-based payment arrangements (in shares) | 140,301 | 951,217 | 623,375 | 1,170,889 |
Income Tax (Details)
Income Tax (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) recognized in gain on sale of property, net of tax | $ (591) | $ 519 | $ 258 | $ 2,506 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Material uninsured losses | $ 0 | $ 0 | $ 0 | $ 0 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - Starwood Waypoint Homes - USD ($) $ / shares in Units, $ in Thousands | Nov. 16, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Nov. 15, 2017 |
Business Acquisition [Line Items] | ||||||
Consideration transferred | $ 4,920,534 | |||||
Share price (in dollars per share) | $ 23.01 | |||||
Consideration made up of the equity component of Convertible Senior Notes | 135,520 | |||||
Consideration made up of precombination service related to exchange of RSUs | 11,614 | |||||
Merger and transaction related expenses | $ 3,339 | $ 3,339 | $ 11,942 | $ 61,915 | ||
Employee severance | $ 1,952 | $ 6,292 | ||||
Other assets | ||||||
Business Acquisition [Line Items] | ||||||
Fair value of interest rate swaps obtained in merger | 21,135 | |||||
Other assets | In-place lease intangible assets | ||||||
Business Acquisition [Line Items] | ||||||
Fair value of in-place leases obtained in merger | $ 45,740 | |||||
Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Shares issued as consideration (in shares) | 207,448,958 |
Business Combinations - Purchas
Business Combinations - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Nov. 16, 2017 | Sep. 30, 2018 | Dec. 31, 2017 |
Liabilities assumed: | |||
Goodwill | $ 258,207 | $ 258,207 | |
Starwood Waypoint Homes | |||
Business Acquisition [Line Items] | |||
Consideration transferred | $ 4,920,534 | ||
Assets acquired: | |||
Land | 1,920,400 | ||
Buildings and improvements | 6,487,505 | ||
Cash and cash equivalents | 84,952 | ||
Restricted cash | 118,556 | ||
Other assets | 389,449 | ||
Liabilities assumed: | |||
Mortgage loans, net | (3,433,506) | ||
Convertible senior notes, net | (547,437) | ||
Accounts payable and accrued expenses | (112,505) | ||
Resident security deposits | (56,895) | ||
Other liabilities | (36,311) | ||
Non-controlling interests | (151,881) | ||
Net assets acquired | 4,662,327 | ||
Goodwill | $ 258,207 |
Business Combinations - Pro For
Business Combinations - Pro Forma Information (Details) - Starwood Waypoint Homes - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2017 | Sep. 30, 2017 | |
Business Acquisition [Line Items] | ||
Total revenue | $ 410,856 | $ 1,193,375 |
Net loss | $ (55,425) | $ (208,840) |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) $ / shares in Units, $ in Thousands | Nov. 30, 2018$ / shares | Nov. 01, 2018$ / shares | Oct. 09, 2018USD ($) | Aug. 31, 2018$ / shares | Aug. 16, 2018$ / shares | Jul. 09, 2018USD ($) | May 31, 2018$ / shares | May 15, 2018$ / shares | Feb. 28, 2018$ / shares | Feb. 13, 2018$ / shares | Nov. 07, 2017$ / shares | Oct. 24, 2017$ / shares | Aug. 31, 2017$ / shares | Aug. 15, 2017$ / shares | May 31, 2017$ / shares | May 15, 2017$ / shares | Oct. 31, 2018USD ($)home | Sep. 30, 2018USD ($)propertyhome$ / shares | Sep. 30, 2017USD ($) | Dec. 31, 2017property |
Subsequent Event [Line Items] | ||||||||||||||||||||
Number of real estate properties classified as held-for-sale | property | 1,966 | 236 | ||||||||||||||||||
Common stock, dividends, per share, declared (in dollars per share) | $ / shares | $ 0.11 | $ 0.11 | $ 0.11 | $ 0.08 | $ 0.08 | $ 0.06 | $ 0.33 | |||||||||||||
Common stock, dividends per share (in dollars per share) | $ / shares | $ 0.11 | $ 0.11 | $ 0.11 | $ 0.08 | $ 0.08 | $ 0.06 | ||||||||||||||
Payments on mortgage loans | $ 3,416,296 | $ 2,086,622 | ||||||||||||||||||
Mortgage Loans | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Payments on mortgage loans | $ 3,416,296 | $ 2,086,622 | ||||||||||||||||||
CSH 2016-1 | Mortgage Loans | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Payments on mortgage loans | $ 200,000 | |||||||||||||||||||
Subsequent Event | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Common stock, dividends, per share, declared (in dollars per share) | $ / shares | $ 0.11 | |||||||||||||||||||
Subsequent Event | CSH 2016-1 | Mortgage Loans | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Payments on mortgage loans | $ 50,000 | |||||||||||||||||||
Forecast | Subsequent Event | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Common stock, dividends per share (in dollars per share) | $ / shares | $ 0.11 | |||||||||||||||||||
Residential Property Dispositions, Not Discontinued Operations | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Number of real estate properties classified as held-for-sale | home | 1,321 | |||||||||||||||||||
Number of real estate properties classified as single-family residential | home | 3 | |||||||||||||||||||
Residential Property Dispositions, Not Discontinued Operations | Subsequent Event | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Real estate properties sold | home | 1,324 | |||||||||||||||||||
Proceeds from sale of real estate | $ 209,997 |