Attached files

file filename
EX-99.2 - EX-99.2 - Starwood Waypoint Homessfr-ex992_19.htm
8-K - 8-K - Starwood Waypoint Homessfr-8k_20160229.htm

 

Exhibit 99.1

COLONY STARWOOD HOMES ANNOUNCES FOURTH QUARTER AND

FULL YEAR 2015 FINANCIAL AND OPERATING RESULTS AND POST-MERGER UPDATE

 

 

- Merger Integration Substantially Complete with 80% of the Projected $50 Million of Synergies Realized -

 

- Converted Approximately $1.6 Billion of Variable Rate Financing to Fixed Rate -

 

- Board Approves 16% Increase in Annual Dividend Rate to $0.88 Per Common Share

 

– Company Intends to Complete NPL Wind Down by End of 2017

 

- Board Authorizes $100 Million Increase in Share Repurchase Program to $250 Million –

 

- Company Provides Initial 2016 Financial Guidance -

 

 

Scottsdale, Arizona (February 29, 2016) Colony Starwood Homes (NYSE: SFR) (the “Company”), previously known as Starwood Waypoint Residential Trust (“SWAY”) and a leading single-family rental real estate investment trust (“REIT”), today announced SWAY operating and financial results for the three months and year ended December 31, 2015. These results reflect the pre-Merger (as defined below), stand-alone results for SWAY only. The Company also announced selected financial and operating results for Colony American Homes (“CAH”), SWAY’s Merger partner, for the three months and year ended December 31, 2015.

 

On January 5, 2016, the Company completed the merger between SWAY and CAH (the “Merger”) and the internalization of SWAY’s manager (the “Internalization”), forming a company with a combined asset value of over $7 billion and over 30,000 homes. In connection with the Merger, SWAY was renamed Colony Starwood Homes and began trading under the ticker symbol “SFR” on the New York Stock Exchange.

 

“The merger of SWAY and CAH is substantially complete,” stated Fred Tuomi, the Company’s CEO. “Our teams and technologies performed exceptionally well, enabling most business operations to function effectively on day one of the merger. The compelling benefits of this transformative combination are already being realized as we have achieved 80% of our target $50 million in annual run-rate synergies and expect to achieve the remaining synergies by the end of 2016. Our Board’s decision to raise the annual dividend rate by 16% to $0.88 per common share recognizes our confidence in the cash flow potential of our stabilized rental home portfolio. In light of our expected return on equity, attractive dividend yield, solid NOI Margin and Core FFO production, $900 million of potential capital proceeds and an expected Net Asset Value in excess of $30 per share, we view Colony Starwood Homes as a very compelling investment.”

 

 

Fourth Quarter 2015 Operating Highlights: SWAY, CAH and Combined Company

 

Key portfolio and operating statistics for SWAY, CAH and the combined Company are provided below:

 

1

 


 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

As of December 31, 2015

 

 

December 31, 2015

 

 

 

 

 

 

 

 

Combined

 

 

 

 

 

 

 

 

Combined

 

 

SWAY

 

CAH

 

Company

 

 

SWAY

 

CAH

 

Company

 

SFR Portfolio Homes(1)

 

12,881

 

 

17,796

 

 

30,677

 

 

 

 

 

 

 

 

 

 

 

Average monthly rent per home(1)

$

1,510

 

$

1,503

 

$

1,506

 

 

 

 

 

 

 

 

 

 

 

Total portfolio occupancy(1)(2)

 

89.5

%

 

94.9

%

 

92.6

%

 

 

 

 

 

 

 

 

 

 

Stabilized occupancy(1)(3)

 

93.2

%

 

95.5

%

 

94.6

%

 

 

 

 

 

 

 

 

 

 

Renewal rent growth(1)(4)

 

 

 

 

 

 

 

 

 

 

 

3.5

%

 

5.7

%

 

4.9

%

Replacement rent growth(1)

 

 

 

 

 

 

 

 

 

 

 

2.1

%

 

4.1

%

 

3.4

%

Blended rent growth(1)

 

 

 

 

 

 

 

 

 

 

 

2.6

%

 

5.0

%

 

4.2

%

Retention(1)

 

 

 

 

 

 

 

 

 

 

 

72.3

%

 

76.8

%

 

75.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Excludes 1,218 and 106 homes SWAY and CAH did not intend to hold for the long term as of December 31, 2015, respectively.

 

(2)

Represents number of homes occupied as of the last day of the period, divided by total single-family rental portfolio homes.

 

(3)

Occupied homes as of the last day of the period divided by homes that are currently occupied or have been occupied in prior periods.

 

(4)

Renewal rent growth includes rent growth from both renewals and escalation clauses on multi-year leases.

 

 

Fourth Quarter 2015 Financial Results: SWAY

 

Rental revenue from SWAY’s single-family rental portfolio increased 2.1% to $50.2 million for the three months ended December 31, 2015 compared to $49.2 million for the three months ended September 30, 2015. The change in rental revenue was driven by rent growth and an increase in the total number of single-family rental homes rented. Total revenues were $64.9 million for the three months ended December 31, 2015, compared to $86.3 million for the three months ended September 30, 2015. The change in total revenue was primarily due to a gain of approximately $26.0 million related to a $78.2 million sale of a re-performing loan (“RPL”) pool during the three months ended September 30, 2015. SWAY’s net loss attributable to common shareholders was approximately ($29.8) million, or ($0.78) per share, for the three months ended December 31, 2015, driven by depreciation and amortization.

 

Core FFO from operations, after adjusting for non-comparable and out-of-period items (“Core FFO as Adjusted”) was $6.9 million for the three months ended December 31, 2015, or $0.18 per share, compared to $16.4 million, or $0.43 per share, for the three months ended September 30, 2015. The change in Core FFO as Adjusted was primarily due to the aforementioned RPL pool sale, higher property and maintenance expenses associated with seasonally higher turnover, merger-related items and an accounting loss recorded on the sale of Real Estate Owned (“REO”) homes. Funds from operations as defined by the National Association of Real Estate Investment Trusts (“NAREIT FFO”) was ($8.3) million for the three months ended December 31, 2015 compared to $7.3 million for the three months ended September 30, 2015.


2

 


NAREIT FFO, CORE FFO AND CORE FFO as Adjusted

 

(Unaudited, in thousands, except shares and per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

December 31, 2015

 

 

Year Ended

December 31,  2015

 

 

 

SWAY

 

 

CAH

 

 

SWAY

 

 

CAH

 

Reconciliation of net loss to NAREIT FFO(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss attributable to shareholders

 

$

(29,786

)

 

$

(14,297

)

 

$

(44,393

)

 

$

(37,751

)

Add (deduct) adjustments from net loss to derive NAREIT FFO:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization on real estate assets

 

 

23,305

 

 

 

28,006

 

 

 

80,080

 

 

 

108,307

 

Impairment and gain on sales of depreciated real estate investments

 

 

(1,876

)

 

 

9,994

 

 

 

(4,052

)

 

 

10,647

 

Non-controlling interests

 

 

8

 

 

 

(7,089

)

 

 

336

 

 

 

(23,703

)

FFO adjustments from unconsolidated joint ventures

 

 

 

 

 

45

 

 

 

 

 

 

239

 

Subtotal - NAREIT FFO(1)

 

 

(8,349

)

 

 

16,659

 

 

 

31,971

 

 

 

57,739

 

Add (deduct) adjustments to NAREIT FFO to derive Core FFO:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash items (2)

 

 

5,687

 

 

 

5

 

 

 

18,959

 

 

 

242

 

Transaction-related expenses

 

 

7,564

 

 

 

4,692

 

 

 

11,852

 

 

 

7,112

 

Subtotal - Core FFO(1)

 

 

4,902

 

 

 

21,356

 

 

 

62,782

 

 

 

65,093

 

Add (deduct) adjustments to Core FFO to derive Core FFO as Adjusted for out of period items:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate taxes and insurance (3)

 

 

2,013

 

 

 

757

 

 

 

915

 

 

 

 

Core FFO as Adjusted for out of period items (1)

 

$

6,915

 

 

$

22,113

 

 

$

63,697

 

 

$

65,093

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares - basic and diluted

 

 

37,972,846

 

 

 

 

 

 

 

37,949,784

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Core FFO as Adjusted per common share

 

$

0.18

 

 

 

 

 

 

$

1.68

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contributions to Core FFO as adjusted per common share by segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SFR

 

$

0.14

 

 

 

 

 

 

$

0.58

 

 

 

 

 

NPL

 

 

0.04

 

 

 

 

 

 

 

1.10

 

 

 

 

 

Total Core FFO per common share

 

$

0.18

 

 

 

 

 

 

$

1.68

 

 

 

 

 

 

(1)

NAREIT FFO, Core FFO and Core FFO as Adjusted are non-GAAP measures.

 

(2)

For the three months and year ended December 31, 2015, for SWAY, non-cash interest excludes amortization of deferred financing cost of approximately $2.1 million and $7.4 million, respectively. For CAH, non-cash interest excludes amortization of deferred financing cost of approximately $3.4 million and $16.0 million, respectively, for the same periods.

 

(3)

In the three and twelve months ended December 31, 2015, SWAY recorded $2.0 million and $0.9 million of real estate tax expense, respectively, which related to periods prior to the three and twelve months ended December 31, 2015, respectively. These adjustments were primarily the result of tax assessment increases from the prior year by certain jurisdictions, and concentrated in the states of Texas and Florida. In the three months ended December 31, 2015, CAH recorded $0.8 million of real estate tax expense, which related to periods prior to the three months ended December 31, 2015. The Company has excluded the impact of these "out-of-period" tax expenses from results for the three months and year ended December 31, 2015.

 

 

For SWAY’s stabilized single-family rental portfolio, total revenue as adjusted increased by $1.3 million, or 2.6%, to $51.7 million for the three months ended December 31, 2015 as compared to the three months ended September 30, 2015. Property operating expenses on the stabilized single-family rental portfolio were $20.3 million for the three months ended December 31, 2015. As a result, net operating income (“NOI”) for the stabilized portfolio was $31.4 million for the three months ended December 31, 2015, for a stabilized portfolio NOI margin of 63.2%. The stabilized NOI margin for the three months ended December 31, 2015 excludes a prior period adjustment of approximately $2.0 million.

For SWAY’s annual same store portfolio of 1,596 homes, defined as homes stabilized on or before January 1, 2014 and held in operations throughout the full periods in both 2014 and 2015, NOI increased 6.6% for the three months ended December 31, 2015 from the three months ended December 31, 2014. Results of the same store portfolio may be volatile until the same store pool grows into a more meaningful cohort of homes.

 


3

 


Fourth Quarter 2015 Financial Highlights: CAH

 

For CAH, for the three months ended December 31, 2015, rental revenue from its single-family rental portfolio was $75.6 million, total revenue was $80.9 million, net loss attributable to common shareholders was approximately $14.3 million and Core FFO as Adjusted for out of period items was $22.1 million.

 

 

Full Year 2015 Financial Results: SWAY

 

For the year ended December 31, 2015, Core FFO as Adjusted was $63.7 million or $1.68 per share, compared to $21.0 million or $0.54 per share for the year ended December 31, 2014.

 

Rental revenue from the single-family rental portfolio increased 79.4% to $188.1 million for the year ended December 31, 2015 as compared to the year ended December 31, 2014. Total revenues were $271.8 million for the year ended December 31, 2015 compared to $142.9 million for the year ended December 31, 2014. SWAY’s net loss attributable to common shareholders was approximately ($44.4) million, or ($1.17) per share, for the year ended December 31, 2015 compared to a net loss of ($43.7) million, or ($1.13) per share, for the year ended December 31, 2014.

 

For SWAY’s stabilized single-family rental portfolio, total revenue as adjusted was $192.7 million for the year ended December 31, 2015. Property operating expenses on the stabilized single-family rental portfolio were $73.4 million for the year ended December 31, 2015. As a result, NOI for the stabilized portfolio was $119.3 million for the year ended December 31, 2015, for a stabilized portfolio NOI margin of 64.1%. The stabilized NOI margin for the year ended December 31, 2015 excludes a prior period adjustment of approximately $0.9 million.

 

For SWAY’s annual same store portfolio of 1,596 homes, defined as homes stabilized on or before January 1, 2014 and held in operations throughout the full year in both 2014 and 2015, NOI increased 6.9% for the year ended December 31, 2015 as compared to the year ended December 31, 2014. Results of the same store portfolio may be volatile until the same store pool grows into a more meaningful cohort of homes.

 

 

Acquisition/Disposition Activity: SWAY

 

During the three months ended December 31, 2015, SWAY acquired 217 homes for an aggregate estimated total investment of $42.6 million, or approximately $196,500 per home, including estimated investment costs for renovation. For the year ended December 31, 2015, SWAY acquired 2,013 homes for an aggregate estimated total investment of $373.7 million, or approximately $185,800 per home, including estimated investment costs for renovation. SWAY sold 454 homes during the fourth quarter, including 138 single-family rental homes and 316 REO homes. The single-family rental homes were sold for gross sales proceeds of $29.0 million, and SWAY recorded a gain of approximately $1.8 million on the sales. The REO homes were sold for gross sales proceeds of $33.7 million, and SWAY recorded a U.S. generally accepted accounting principles (“GAAP”) loss of ($3.7) million from these sales.

 

 

NPL Portfolio

Since the first quarter of 2014, SWAY has sold $137.4 million of REO at an average 95.7% of their broker price opinion (“BPO”) value. There were no non-performing loans (“NPLs”) purchased in 2015, and SWAY intends to continue the wind down of the NPL business with a target completion date by the end of 2017.

 

As of December 31, 2015, SWAY owned 2,539 first lien NPLs compared to 2,830 first lien NPLs owned as of September 30, 2015. The aggregate purchase price of $372.1 million for these 2,539 NPLs represents 64.0% of their BPO value. The reduction in first lien NPLs is primarily due to resolution activity during the three months ended December 31, 2015.

 

SWAY successfully resolved 330 NPLs during the three months ended December 31, 2015 compared to 453 NPLs

4

 


resolved during the three months ended September 30, 2015. The total number of resolutions does not include the bulk sale of 461 RPLs during the three months ended September 30, 2015. As of December 31, 2015, SWAY had resolved 65% of the 5,758 NPLs acquired since SWAY’s inception in 2012.

 

 

Balance Sheet and Financial Activities:  SWAY

 

As of December 31, 2015, SWAY had $1.9 billion of debt outstanding, with a weighted average variable interest rate of 3.19% and a weighted-average remaining term to maturity of 2.7 years. As of December 31, 2015, SWAY had a total of approximately $346.3 million of unrestricted cash and undrawn capacity on its credit facilities.

 

 

Subsequent Events

 

On January 27, 2016, the Company’s Board of Trustees (the “Board”) authorized a $100 million increase and an extension to the Company’s share repurchase program. The Company is now authorized to purchase up to $250 million of its outstanding common shares through May 6, 2017. Under this revised program, the Company has repurchased approximately 2 million common shares subsequent to the year ended December 31, 2015 for an aggregate purchase price of $43.3 million at an average of $21.67 per share.

 

In February 2016, the Company entered into interest rate swap contracts effectively fixing the interest rate on approximately $1.6 billion of its variable-rate debt for three years. These swap contracts are structured as step-up swaps, which lock in the forward LIBOR curve with fixed rates of 2.52%, 2.74%, and 2.99% (inclusive of servicing fee and CREFC® license fee), in years one, two and three, respectively, averaging 2.75% over the three year term.


On February 22, 2016, the Board declared a dividend of $0.22 per common share for the first quarter of 2016, which will be paid on April 15, 2016 to shareholders of record on March 31, 2016.

 

 

Combined Company Full Year 2016 Financial Guidance: Single-Family Rental

 

Going forward, the Company intends to provide Core FFO per share guidance related to the single-family rental business segment only, as the Company anticipates having substantially completed the wind down of the NPL business by the end of 2017. The Company expects single-family rental Core FFO per share for the full year ending December 31, 2016 for the combined Company to be in the range of $1.55 to $1.65, as compared to the $0.58 per share of single-family rental Core FFO achieved by SWAY on a standalone basis for the year ended December 31, 2015. The Company expects approximately $200 million to $250 million of net cash proceeds after pay down of associated debt and carrying costs to be produced from NPL resolutions and REO sales by the end of 2017. Net cash proceeds from the NPL business are expected to be redeployed to various capital allocation activities, including additional debt pay down, share repurchases and investment in the single-family rental business.

 

The following presents a summary of the combined Company’s expected financial outlook for the year ending December 31, 2016:

 

2016 Guidance

 

 

 

Range

Projected single-family rental Core FFO per share

$1.55 - $1.65

Stabilized occupancy

94% - 95%

Blended rent growth

4% - 5%

Core NOI margin (stabilized)

62% - 64%

 

 

This outlook is based on a number of assumptions, many of which are outside the Company’s control and all of which are subject to change. This outlook reflects the Company’s expectations on (i) existing investments and (ii) yield on

5

 


incremental investments inclusive of the Company’s existing pipeline. All guidance is based on current expectations of future economic conditions and the judgement of the Company’s management team.

 

Fourth Quarter 2015 Conference Call

 

A conference call is scheduled on Monday, February 29, 2016, at 11:00 a.m. Eastern Time to discuss the Company’s financial results for the three months and year ended December 31, 2015. The domestic dial-in number is 1-877-407-4018 (for U.S. and Canada) and the international dial-in number is 1-201-689-8471 (passcode not required). An audio webcast may be accessed at www.colonystarwood.com, in the investor relations section. A replay of the call will be available through March 29, 2016, and can be accessed by calling 1-877-870-5176 (U.S. and Canada) or 1-858-384-5517 (international), replay pin number 13629574, or by using the link at www.colonystarwood.com, in the investor relations section.

 

 

About Colony Starwood Homes

 

Colony Starwood Homes (NYSE: SFR) is one of the largest publicly traded owners and operators of single-family rental homes in the United States. Colony Starwood Homes acquires, renovates, leases, maintains and manages single- family homes in markets that exhibit favorable demographics and long-term economic trends, as well as strengthening demand for rental properties. Colony Starwood Homes is building its business upon a foundation of respect for its residents and the communities in which it operates. Additional information can be found at www.colonystarwood.com.

 

 

Additional information

 

A copy of the Fourth Quarter 2015 Supplemental Information Package and this press release are available on the Company’s website at www.colonystarwood.com. This information has also been furnished to the Securities and Exchange Commission in a Current Report on Form 8-K.

 

 

Forward-Looking Statements

 

The statements herein that are not historical facts, and the assumptions upon which those statements are based, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve significant risks and uncertainties, which are difficult to predict, and are not guarantees of future performance. Such statements can generally be identified by words such as “guidance,” “outlook,” “projects,” “forecast,” “anticipates,” “expects,” “intends,” “will,” “could,” “believes,” “estimates,” “continue,” and similar expressions.  Forward-looking statements are based on certain assumptions and discuss future expectations, describe future plans and strategies, and contain financial and operating projections or state other forward-looking information. The Company’s ability to predict results or the actual effect of future events, actions, plans or strategies is inherently uncertain. Although the Company believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, the Company’s actual results and performance could differ materially from those set forth in, or implied by, the forward-looking statements. Factors that could materially and adversely affect the Company’s business, financial condition, liquidity, results of operations and prospects, as well as the Company’s ability to make distributions to its shareholders, include, but are not limited to:  failure to plan and manage the Internalization or the Merger effectively and efficiently; the possibility that the anticipated benefits from the Internalization or the Merger may not be realized or may take longer to realize than expected;  unexpected costs or unexpected liabilities that may arise from the Internalization or the Merger; the outcome of any legal proceedings that have been or may be instituted against the Company, CAH or others following the announcement or the completion of the Internalization or the Merger; expectations regarding the timing of generating additional revenues; changes in the Company’s business and growth strategies; volatility in the real estate industry, interest rates and spreads, the debt or equity markets, the economy generally or the rental home market specifically, whether the result of market events or otherwise; events or circumstances that undermine confidence in the financial markets or otherwise have a broad impact on financial markets, such as the sudden instability or collapse of large financial

6

 


institutions or other significant corporations, terrorist attacks, natural or man-made disasters, or threatened or actual armed conflicts; declines in the value of homes, and macroeconomic shifts in demand for, and competition in the supply of, rental homes; the availability of attractive investment opportunities in homes that satisfy the Company’s investment objective and business and growth strategies; the impact of changes to the supply of, value of and the returns on NPLs; the Company’s ability to convert the homes and NPLs it acquires into rental homes generating attractive returns; the Company’s ability to successfully modify or otherwise resolve NPLs; the Company’s ability to wind-down its NPL business in the anticipated time period and to re-deploy net cash proceeds therefrom; the Company’s ability to lease or re-lease its rental homes to qualified residents on attractive terms or at all; the failure of residents to pay rent when due or otherwise perform their lease obligations; the Company’s ability to effectively manage its portfolio of rental homes; the concentration of credit risks to which the Company is exposed; the rates of default or decreased recovery rates on the Company’s target assets; the availability, terms and deployment of short-term and long-term capital; the adequacy of the Company’s cash reserves and working capital; potential conflicts of interest with Starwood Capital Group Global, L.P., Colony Capital, Inc. and their affiliates; the timing of cash flows, if any, from the Company’s investments; unanticipated increases in financing and other costs, including a rise in interest rates; the Company’s expected leverage; effects of derivative and hedging transactions; the Company’s ability to maintain its exemption from registration as an investment company under the Investment Company Act of 1940, as amended; actions and initiatives of the U.S. government and changes to U.S. government policies that impact the economy generally and, more specifically, the housing and rental markets; changes in governmental regulations, tax laws and rates, and similar matters; limitations imposed on the Company’s business and its ability to satisfy complex rules in order for the Company and, if applicable, certain of the Company’s subsidiaries to qualify as a REIT for U.S. federal income tax purposes and the ability of certain of the Company’s subsidiaries to qualify as taxable REIT subsidiaries for U.S. federal income tax purposes, and the Company’s ability and the ability of its subsidiaries to operate effectively within the limitations imposed by these rules; and  estimates relating to the Company’s ability to make distributions to its shareholders in the future.  You should not place undue reliance on any forward-looking statement and should consider all of the uncertainties and risks described above, as well as those more fully discussed in reports and other documents filed by the Company with the Securities and Exchange Commission from time to time. Furthermore, except as required by law, the Company is under no duty to, and the Company does not intend to, update any of its forward-looking statements appearing herein, whether as a result of new information, future events or otherwise.

 

 

Contacts:

Investor Relations

John Christie

Phone: 510-982-5470

Email: IR@colonystarwood.com

 

Media Relations

Jason Chudoba Phone: 646-277-1249

Email: Jason.chudoba@icrinc.com

 

7

 


 

STARWOOD WAYPOINT RESIDENTIAL TRUST

CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands, except share and per share data)

 

 

 

December 31,

2015

 

 

December 31,

2014

 

ASSETS

 

 

 

 

 

 

 

 

Investments in real estate properties

 

 

 

 

 

 

 

 

Land

 

$

407,848

 

 

$

359,889

 

Building and improvements

 

 

1,928,207

 

 

 

1,619,622

 

Total investments in real estate properties

 

 

2,336,055

 

 

 

1,979,511

 

Less: accumulated depreciation

 

 

(109,403

)

 

 

(41,563

)

Investment in real estate properties, net

 

 

2,226,652

 

 

 

1,937,948

 

Real estate held for sale, net

 

 

79,669

 

 

 

32,102

 

Total investments in real estate properties, net

 

 

2,306,321

 

 

 

1,970,050

 

Non-performing loans

 

 

64,620

 

 

 

125,488

 

Non-performing loans held for sale

 

 

 

 

 

26,911

 

Non-performing loans (fair value option)

 

 

380,613

 

 

 

491,790

 

Resident and other receivables, net

 

 

17,670

 

 

 

17,270

 

Cash and cash equivalents

 

 

87,485

 

 

 

175,198

 

Restricted cash

 

 

84,542

 

 

 

50,749

 

Deferred financing costs, net

 

 

26,375

 

 

 

34,160

 

Asset-backed securitization certificates

 

 

26,553

 

 

 

26,553

 

Other assets

 

 

13,500

 

 

 

17,994

 

Total assets

 

$

3,007,679

 

 

$

2,936,163

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

Senior SFR facility

 

$

741,207

 

 

$

441,239

 

Master repurchase agreement

 

 

274,441

 

 

 

454,249

 

Asset-backed securitization, net

 

 

527,262

 

 

 

526,816

 

Convertible senior notes, net

 

 

372,636

 

 

 

363,110

 

Accounts payable and accrued expenses

 

 

58,105

 

 

 

52,457

 

Resident security deposits and prepaid rent

 

 

23,151

 

 

 

17,857

 

Total liabilities

 

 

1,996,802

 

 

 

1,855,728

 

Equity:

 

 

 

 

 

 

 

 

Starwood Waypoint Residential Trust Equity:

 

 

 

 

 

 

 

 

Preferred shares, $0.01 par value - 100,000,000 authorized; none issued and

   outstanding

 

 

 

 

 

 

Common shares, $0.01 par value - 500,000,000 authorized; 37,973,989 issued and

   outstanding as of December 31, 2015, and 37,778,663 issued and outstanding as of

   December 31, 2014

 

 

380

 

 

 

378

 

Additional paid-in capital

 

 

1,132,308

 

 

 

1,133,239

 

Accumulated deficit

 

 

(123,626

)

 

 

(53,723

)

Accumulated other comprehensive loss

 

 

(170

)

 

 

(70

)

Total Starwood Waypoint Residential Trust equity

 

 

1,008,892

 

 

 

1,079,824

 

Non-controlling interests

 

 

1,985

 

 

 

611

 

Total equity

 

 

1,010,877

 

 

 

1,080,435

 

Total liabilities and equity

 

$

3,007,679

 

 

$

2,936,163

 

 

8

 


STARWOOD WAYPOINT CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except share and per share data)

 

  

 

Three Months Ended December 31,

 

 

Twelve Months Ended December 31,

 

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental revenues, net

 

$

50,211

 

 

$

37,097

 

 

$

188,068

 

 

$

104,830

 

 

Other property revenues

 

 

2,033

 

 

 

1,073

 

 

 

6,667

 

 

 

3,581

 

 

Realized gain on non-performing loans, net

 

 

3,560

 

 

 

2,629

 

 

 

44,070

 

 

 

9,770

 

 

Gain on loan conversions, net

 

 

9,090

 

 

 

6,994

 

 

 

33,032

 

 

 

24,682

 

 

Total revenues

 

 

64,894

 

 

 

47,793

 

 

 

271,837

 

 

 

142,863

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property operating and maintenance

 

 

12,393

 

 

 

8,633

 

 

 

45,493

 

 

 

31,252

 

 

Real estate taxes and insurance

 

 

13,097

 

 

 

9,592

 

 

 

40,599

 

 

 

22,346

 

 

Mortgage loan servicing costs

 

 

9,533

 

 

 

11,020

 

 

 

39,518

 

 

 

28,959

 

 

Non-performing loans management fees and expenses

 

 

2,141

 

 

 

3,150

 

 

 

11,442

 

 

 

10,944

 

 

General and administrative

 

 

4,609

 

 

 

4,866

 

 

 

16,436

 

 

 

19,307

 

 

Share-based compensation

 

 

1,568

 

 

 

3,898

 

 

 

7,229

 

 

 

8,458

 

 

Investment management fees

 

 

4,517

 

 

 

4,825

 

 

 

18,843

 

 

 

16,097

 

 

Acquisition fees and other expenses

 

 

254

 

 

 

637

 

 

 

1,120

 

 

 

1,301

 

 

Interest expense, including amortization

 

 

19,388

 

 

 

16,633

 

 

 

76,800

 

 

 

35,223

 

 

Depreciation and amortization

 

 

23,305

 

 

 

19,918

 

 

 

80,080

 

 

 

41,872

 

 

Separation costs

 

 

 

 

 

 

 

 

 

 

 

3,543

 

 

Transaction-related expense

 

 

7,564

 

 

 

 

 

 

11,852

 

 

 

 

 

Finance-related expenses and write-off of loan costs

 

 

2,370

 

 

 

940

 

 

 

4,547

 

 

 

7,715

 

 

Impairment of real estate

 

 

2,261

 

 

 

171

 

 

 

3,122

 

 

 

2,579

 

 

Total expenses

 

 

103,000

 

 

 

84,283

 

 

 

357,081

 

 

 

229,596

 

 

Loss before other income, income tax expense and non-controlling interests

 

 

(38,106

)

 

 

(36,490

)

 

 

(85,244

)

 

 

(86,733

)

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Realized gain (loss) on sales of investments in real estate, net

 

 

1,975

 

 

 

(148

)

 

 

4,151

 

 

 

(224

)

 

Realized loss on sales of divestiture homes, net

 

 

(3,870

)

 

 

 

 

 

(6,871

)

 

 

 

 

Unrealized (loss) gain on non-performing loans, net(1)

 

 

9,954

 

 

 

27,247

 

 

 

44,385

 

 

 

44,593

 

 

Loss on derivative financial instruments, net

 

 

(12

)

 

 

(132

)

 

 

(319

)

 

 

(706

)

 

Total other income

 

 

8,047

 

 

 

26,967

 

 

 

41,346

 

 

 

43,663

 

 

Loss before income tax expense and non-controlling interests

 

 

(30,059

)

 

 

(9,523

)

 

 

(43,898

)

 

 

(43,070

)

 

Income tax expense

 

 

(281

)

 

 

(44

)

 

 

159

 

 

 

460

 

 

Net loss

 

 

(29,778

)

 

 

(9,479

)

 

 

(44,057

)

 

 

(43,530

)

 

Net (income) loss attributable to non-controlling interests

 

 

(8

)

 

 

(79

)

 

 

(336

)

 

 

(165

)

 

Net loss attributable to Starwood Waypoint Residential Trust shareholders

 

$

(29,786

)

 

$

(9,558

)

 

$

(44,393

)

 

$

(43,695

)

 

Weighted-average shares outstanding - basic and diluted

 

 

37,972,846

 

 

 

37,860,335

 

 

 

37,949,784

 

 

 

38,623,893

 

 

Net loss per common share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.78

)

 

$

(0.25

)

 

$

(1.17

)

 

$

(1.13

)

 

Dividends declared per common share

 

$

0.19

 

 

$

0.14

 

 

$

0.66

 

 

$

0.28

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

For the three and twelve months ended December 31, 2015, upon the sale or other resolution of NPLs that resulted in the recognition of a realized gain or loss, we reclassified $5.4 million and $26.0 million that had previously been recorded in unrealized (loss) gain on NPLs, net to realized gain on NPLs, net, or realized gain on loan conversions, net, compared to $3.5 million for both the three and twelve month periods in 2014.

 


9

 


Definitions and Non-GAAP Financial Measures

 

NAREIT FFO, Core FFO and Core FFO as Adjusted

 

FFO is used by industry analysts and investors as a supplemental performance measure of an equity REIT. FFO is defined by the National Association of Real Estate Investment Trusts (“NAREIT”) (“NAREIT FFO”) as net income or loss (computed in accordance with GAAP) excluding gains or losses from sales of previously depreciated real estate assets, plus depreciation and amortization of real estate assets and adjustments for unconsolidated partnerships and joint ventures. Core FFO begins with NAREIT FFO as defined by the NAREIT White Paper, and is adjusted for: share-based compensation, non-recurring costs, transaction-related expenses, acquisition fees and other expenses, write-off of loan costs, loss on derivative financial instruments, amortization of derivative financial instruments cost, severance expense, non-cash interest expense related to amortization on convertible senior notes and other non-comparable items, as applicable. Core FFO as Adjusted begins with Core FFO and is adjusted further for out of period property tax expense.

 

NAREIT FFO, Core FFO, and Core FFO as Adjusted do not represent net income or cash flows from operations as defined by GAAP and are not intended to indicate whether cash flows will be sufficient to fund cash needs. They should not be considered an alternative to net income as an indicator of the REIT’s operating performance or to cash flows as a measure of liquidity. SWAY’s NAREIT FFO and Core FFO may not be comparable to the NAREIT FFO of other REITs due to the fact that not all REITs use the NAREIT or similar Core FFO definition. For a reconciliation of NAREIT FFO, Core FFO and Core FFO as Adjusted to net loss attributable to common shareholders determined in accordance with GAAP, please see below.

 

10

 


STARWOOD WAYPOINT RESIDENTIAL TRUST

NAREIT FFO, CORE FFO AND CORE FFO as Adjusted

(Unaudited, in thousands, except share and per share data)

 

  

 

Three Months Ended December 31,

 

 

Twelve Months Ended December 31,

 

 

 

 

2015

 

 

 

2014

 

 

2015

 

 

2014

 

Reconciliation of net loss to NAREIT FFO(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss attributable to Starwood Waypoint Residential Trust shareholders

 

$

(29,786

)

 

$

(9,558

)

 

$

(44,393

)

 

$

(43,695

)

Add (deduct) adjustments from net loss to derive NAREIT FFO:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization on real estate assets

 

 

23,305

 

 

 

19,918

 

 

 

80,080

 

 

 

41,872

 

Impairment on depreciated real estate investments

 

 

99

 

 

 

 

 

 

99

 

 

 

15

 

Gain on sales of previously depreciated investments in real estate

 

 

(1,975

)

 

 

(253

)

 

 

(4,151

)

 

 

(280

)

Non-controlling interests

 

 

8

 

 

 

79

 

 

 

336

 

 

 

165

 

Subtotal - NAREIT FFO(1)

 

 

(8,349

)

 

 

10,186

 

 

 

31,971

 

 

 

(1,923

)

Add (deduct) adjustments to NAREIT FFO to derive Core FFO:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation

 

 

1,568

 

 

 

3,898

 

 

 

7,229

 

 

 

8,458

 

Acquisition fees and other expenses

 

 

254

 

 

 

637

 

 

 

1,120

 

 

 

1,301

 

Write-off of loan costs

 

 

1,587

 

 

 

 

 

 

1,587

 

 

 

5,032

 

Adjustments for derivative financial instruments

 

 

(88

)

 

 

42

 

 

 

(82

)

 

 

485

 

Separation costs

 

 

 

 

 

 

 

 

 

 

 

3,543

 

Transaction-related expense

 

 

7,564

 

 

 

 

 

 

11,852

 

 

 

 

Severance expense

 

 

 

 

 

 

 

 

 

 

 

355

 

Non-cash interest expense related to amortization on convertible senior notes

 

 

2,366

 

 

 

1,998

 

 

 

9,105

 

 

 

3,046

 

Subtotal - Core FFO(1)

 

 

4,902

 

 

 

16,761

 

 

 

62,782

 

 

 

20,297

 

Add (deduct) adjustments to Core FFO to derive Core FFO as adjusted for out of period items:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate taxes and insurance (2)

 

 

2,013

 

 

 

722

 

 

 

915

 

 

 

722

 

Core FFO as Adjusted(1) for out of period items

 

$

6,915

 

 

$

17,483

 

 

$

63,697

 

 

$

21,019

 

Core FFO as Adjusted per common share

 

$

0.18

 

 

$

0.46

 

 

$

1.68

 

 

$

0.54

 

Dividends declared per common share

 

$

0.19

 

 

$

0.14

 

 

$

0.66

 

 

$

0.28

 

Weighted-average shares - basic and diluted

 

 

37,972,846

 

 

 

37,860,335

 

 

 

37,949,784

 

 

 

38,623,893

 

Contributions to Core FFO as Adjusted per share by segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SFR

 

$

0.14

 

 

$

0.02

 

 

$

0.58

 

 

$

0.04

 

NPL

 

$

0.04

 

 

$

0.44

 

 

$

1.10

 

 

$

0.50

 

Total Core FFO

 

$

0.18

 

 

$

0.46

 

 

$

1.68

 

 

$

0.54

 

(1)

NAREIT FFO, Core FFO and Core FFO as Adjusted are non-GAAP measures.

(2)

In the three months ended December 31, 2015, SWAY recorded $2.0 million and $0.9 million of real estate tax expense which related to periods prior to the three and twelve months ended December 31, 2015, respectively.

 


11

 


COLONY AMERICAN HOMES

NAREIT FFO, CORE FFO AND CORE FFO as Adjusted

(Unaudited, in thousands)

 

 

Three Months Ended

 

 

Year Ended

 

 

 

December 31, 2015

 

 

December 31, 2015

 

Reconciliation of net loss to NAREIT FFO(1)

 

 

 

 

 

 

 

 

Net loss attributable to Colony American Homes, Inc.

 

$

(14,297

)

 

$

(37,751

)

Add (deduct) adjustments to net loss to derive NAREIT FFO:

 

 

 

 

 

 

 

 

Depreciation and amortization on real estate assets

 

 

28,006

 

 

 

108,307

 

Impairment on depreciated real estate assets

 

 

10,724

 

 

 

11,780

 

Gain on sales of previously depreciated investments in real estate

 

 

(730

)

 

 

(1,133

)

Non-controlling interests

 

 

(7,089

)

 

 

(23,703

)

FFO adjustments from unconsolidated joint ventures

 

 

45

 

 

 

239

 

Subtotal - NAREIT FFO(1)

 

 

16,659

 

 

 

57,739

 

Add (deduct) adjustments to NAREIT FFO to derive Core FFO:

 

 

 

 

 

 

 

 

Acquisition fees and other expenses

 

 

 

 

 

25

 

Adjustment for derivative instruments, net

 

 

5

 

 

 

217

 

Transaction-related expenses

 

 

4,692

 

 

 

7,112

 

Subtotal - Core FFO(1)

 

$

21,356

 

 

$

65,093

 

Add (deduct) adjustments to Core FFO to derive Core FFO as Adjusted for out of period items:

 

 

 

 

 

 

 

 

Real estate taxes and insurance (2)

 

 

757

 

 

 

 

Core FFO as Adjusted(1) for out of period items

 

$

22,113

 

 

$

65,093

 

(1)

NAREIT FFO, Core FFO and Core FFO as Adjusted are non-GAAP measures.

(2)

In the three months ended December 31, 2015, CAH recorded $0.8 million of real estate tax expense which related to periods prior to the three months ended December 31, 2015.

Same Store Properties

Same Store Properties are homes stabilized at January 1, 2014 and held in operations throughout the full year in both 2014 and 2015. Same Store Properties exclude homes that have been disposed or transitioned to the development period for significant renovation. For a reconciliation of Same Store NOI to net loss attributable to common shareholders determined in accordance with GAAP, please see below.

 

12

 


STARWOOD WAYPOINT RESIDENTIAL TRUST

SAME STORE NOI

(Unaudited, in thousands)

 

  

 

Three Months Ended December 31,

 

 

Twelve Months Ended December 31,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Reconciliation of net loss to same store NOI(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss attributable to Starwood Waypoint Residential Trust shareholders

 

$

(29,786

)

 

$

(9,558

)

 

$

(44,393

)

 

$

(43,695

)

Add (deduct) adjustments to derive total NOI:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-performing loan management fees and expenses

 

 

2,141

 

 

 

3,150

 

 

 

11,442

 

 

 

10,944

 

General and administrative

 

 

4,609

 

 

 

4,866

 

 

 

16,436

 

 

 

19,307

 

Share-based compensation

 

 

1,568

 

 

 

3,898

 

 

 

7,229

 

 

 

8,458

 

Investment management fees

 

 

4,517

 

 

 

4,825

 

 

 

18,843

 

 

 

16,097

 

Acquisition fees and other expenses

 

 

254

 

 

 

637

 

 

 

1,120

 

 

 

1,301

 

Interest expense, including amortization

 

 

19,388

 

 

 

16,633

 

 

 

76,800

 

 

 

35,223

 

Depreciation and amortization

 

 

23,305

 

 

 

19,918

 

 

 

80,080

 

 

 

41,872

 

Separation costs

 

 

 

 

 

 

 

 

 

 

 

3,543

 

Transaction-related expense

 

 

7,564

 

 

 

 

 

 

11,852

 

 

 

 

Finance-related expenses and write-off of loan costs

 

 

2,370

 

 

 

940

 

 

 

4,547

 

 

 

7,715

 

Impairment of real estate

 

 

2,261

 

 

 

171

 

 

 

3,122

 

 

 

2,579

 

Realized (gain) loss on sales of investments in real estate, net

 

 

(1,975

)

 

 

148

 

 

 

(4,151

)

 

 

224

 

Realized loss on divestiture homes, net

 

 

3,870

 

 

 

 

 

 

6,871

 

 

 

 

Loss on derivative financial instruments, net

 

 

12

 

 

 

132

 

 

 

319

 

 

 

706

 

Income tax expense

 

 

(281

)

 

 

(44

)

 

 

159

 

 

 

460

 

Net income attributable to non-controlling interests

 

 

8

 

 

 

79

 

 

 

336

 

 

 

165

 

Total NOI(1)(2)

 

 

39,825

 

 

 

45,795

 

 

 

190,612

 

 

 

104,899

 

Deduct: non-same store NOI

 

 

(23,036

)

 

 

(16,457

)

 

 

(92,716

)

 

 

(39,918

)

Deduct: total NPL NOI

 

 

(13,071

)

 

 

(25,850

)

 

 

(81,969

)

 

 

(50,086

)

Same store NOI(1)

 

$

3,718

 

 

$

3,488

 

 

$

15,927

 

 

$

14,895

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

NOI and Same Store NOI are non-GAAP measures.

(2)

Includes out of period tax expenses of $2.0 million and $0.9 million for the three and twelve months ended December 31, 2015.

 

Total NOI, Total NPL NOI, Total Non-Stabilized Portfolio NOI and Total Stabilized Portfolio NOI

Total NOI is total revenues less property operating and maintenance expenses and real estate taxes and insurance expenses (“property operating expenses”) and mortgage loan servicing costs. Total NPL Portfolio NOI is gains on NPLs, net and gains on loan conversions, net less mortgage loan servicing costs. Total Non-Stabilized Portfolio NOI is total revenues on the non-stabilized portfolio less property operating expenses on the non-stabilized portfolio.  Total Stabilized Portfolio NOI is total revenues on the stabilized portfolio less property operating expenses on the stabilized portfolio. Refer to the table on the next page for a reconciliation of net loss attributable to common shareholders to these NOI measures.

These NOI measures and Same Store NOI should not be considered alternatives to net loss or net cash flows from operating activities, as determined in accordance with GAAP, as indications of the Company’s performance or as measures of liquidity. Although the Company uses these non-GAAP measures for comparability in assessing their performance against other REITs, not all REITs compute the same non-GAAP measures. Accordingly, there can be no assurance that the Company’s basis for computing these non-GAAP measures are comparable with that of other REITs.


13

 


STARWOOD WAYPOINT RESIDENTIAL TRUST

RECONCILIATION OF NET LOSS TO NOI MEASURES

(Unaudited, in thousands)

 

 

 

Q4 2015

 

Reconciliation of net loss to stabilized portfolio NOI

 

 

 

 

Net loss attributable to Starwood Waypoint Residential Trust

   shareholders

 

$

(29,786

)

Add (deduct) adjustments to get to total NOI

 

 

 

 

Non-performing loan management fees and expenses

 

 

2,141

 

General and administrative

 

 

4,609

 

Share-based compensation

 

 

1,568

 

Investment management fees

 

 

4,517

 

Acquisition fees and other expenses

 

 

254

 

Interest expense, including amortization

 

 

19,388

 

Depreciation and amortization

 

 

23,305

 

Transaction-related expense

 

 

7,564

 

Finance-related expenses and write-off of loan costs

 

 

2,370

 

Impairment of real estate

 

 

2,261

 

Realized gain on sales of investments in real estate, net

 

 

(1,975

)

Realized loss on sales of divestiture homes, net

 

 

3,870

 

Loss on derivative financial instruments, net

 

 

12

 

Income tax expense

 

 

(281

)

Net income attributable to non-controlling interests

 

 

8

 

Total NOI

 

 

39,825

 

Add (deduct) adjustments to get to total stabilized home portfolio NOI

 

 

 

 

NPL portfolio NOI components:

 

 

 

 

Realized gain on non-performing loans, net

 

 

(3,560

)

Realized gain on loan conversions, net

 

 

(9,090

)

Mortgage loan servicing costs

 

 

9,533

 

Unrealized loss on non-performing loans, net

 

 

(9,954

)

Deduct: Total NPL portfolio NOI

 

 

(13,071

)

Non-stabilized portfolio NOI components:

 

 

 

 

Property operating expenses on non-stabilized homes

 

 

2,649

 

Add Total Non-stabilized portfolio NOI

 

 

2,649

 

Total stabilized portfolio NOI

 

$

29,403

 

Add (deduct) prior period adjustments recorded in 2014

 

 

 

 

Property taxes and insurance(1)

 

 

2,013

 

Adjusted total stabilized portfolio NOI

 

$

31,416

 

Calculation of stabilized portfolio NOI margin:

 

 

 

 

Rental revenues

 

$

50,211

 

Less bad debt expense

 

 

(531

)

Total rental revenues

 

$

49,680

 

 

 

 

 

 

Stabilized portfolio NOI margin

 

 

63.2

%

(1)

In the fourth quarter of 2015, we adjusted NOI to exclude the impact of $2.0 million in out of period property tax expenses for the quarter.

14