Exhibit 99.2
Silver Bay Realty Trust Corp.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
December 31, 2014
(amounts in thousands)
|
| | | | | | | | | | | |
| | | | | | |
| | Historical | | The American Home Portfolio | | Pro Forma |
| Assets | | | | | |
| Investments in real estate: | | | | | |
| Land | $ | 167,780 |
| | $ | 55,684 |
| | $ | 223,464 |
|
| Building and improvements | 780,590 |
| | 207,316 |
| | 987,906 |
|
| | 948,370 |
| | 263,000 |
| | 1,211,370 |
|
| Accumulated depreciation | (43,150 | ) | | — |
| | (43,150 | ) |
| Investments in real estate, net | 905,220 |
| | 263,000 |
| | 1,168,220 |
|
| | | | | | |
| Assets held for sale | 2,010 |
| | — |
| | 2,010 |
|
| Cash and cash equivalents | 49,854 |
| | — |
| | 49,854 |
|
| Escrow deposits | 20,211 |
| | 7,558 |
| | 27,769 |
|
| Resident security deposits | 8,595 |
| | 2,647 |
| | 11,242 |
|
| In-place lease and deferred lease costs, net | 688 |
| | — |
| | 688 |
|
| Deferred financing costs, net | 11,960 |
| | — |
| | 11,960 |
|
| Other assets | 3,842 |
| | — |
| | 3,842 |
|
| Total assets | $ | 1,002,380 |
| | $ | 273,205 |
| | $ | 1,275,585 |
|
| | | | | | |
| Liabilities and Equity | | | | | |
| Liabilities: | | | | | |
| Securitization loan, net of unamortized discount of $1,387 | $ | 310,665 |
| | $ | — |
| | $ | 310,665 |
|
| Revolving credit facility | 67,096 |
| | 270,558 |
| | 337,654 |
|
| Accounts payable and accrued property expenses | 13,090 |
| | — |
| | 13,090 |
|
| Resident prepaid rent and security deposits | 9,634 |
| | 2,647 |
| | 12,281 |
|
| Total liabilities | 400,485 |
| | 273,205 |
| | 673,690 |
|
| | | | | | |
| 10% cumulative redeemable preferred stock | 1,000 |
| | — |
| | 1,000 |
|
| Equity: | | | | | |
| Total stockholders' equity | 566,463 |
| | — |
| | 566,463 |
|
| Noncontrolling interests - Operating Partnership | 34,432 |
| | — |
| | 34,432 |
|
| Total equity | 600,895 |
| | — |
| | 600,895 |
|
| Total liabilities and equity | $ | 1,002,380 |
| | $ | 273,205 |
| | $ | 1,275,585 |
|
See notes to unaudited Pro Forma Condensed Consolidated Balance Sheet.
Silver Bay Realty Trust Corp.
Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet
Basis of Presentation
The unaudited Pro Forma Condensed Consolidated Balance Sheet of Silver Bay Realty Trust Corp. (the "Company") for the year ended December 31, 2014 includes the historical balance sheet of the Company and has been derived from the audited consolidated balance sheet included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on February 26, 2015.
Notes and Management Assumptions
On April 1, 2015, Silver Bay Realty Trust Corp. (the “Company”) completed the acquisition of the portfolio of properties (the “Portfolio”) from The American Home Real Estate Investment Trust (“Seller”), a Maryland corporation. The Company acquired 2,373 properties in the transaction (the “Acquired Properties”) and has an additional 89 properties under contract with Seller to acquire at subsequent closings. The homes are primarily located in Atlanta, GA, Charlotte, NC, Tampa, FL, and Orlando, FL. The Company intends to acquire all of the remaining homes and the statement of revenue and certain direct operating expenses reflects the full acquisition of the portfolio.
The acquisition of the Portfolio was accounted for as a business combination and recorded at its fair value, exclusive of acquisition costs, which were expensed. The individual property fair value was then allocated between land and building based upon their fair values at the date of acquisition. The Portfolio was funded with borrowing on the Company's amended and restated revolving credit facility (the "Restated Agreement"). The Restated Agreement, among other things, increases the maximum amount available for borrowings under the revolving credit facility (the "Revolving Credit Facility") from $200.0 million to $400.0 million and extends the termination date of the facility to February 18, 2018. The Restated Agreement bears interest at varying rate of LIBOR plus 300 basis points and is not subject to a LIBOR floor. In addition, the advance rate for borrowings was increased to 65% from 55%. Other material terms of the Revolving Credit Facility remain the same and are described in more detail under "Liquidity and Capital Resources" in Part II, Item 7 of the Company's Annual Report on Form 10-K filed on February 26, 2015. Under the terms of of the Revolving Credit Facility, the Company must set aside funds for payment of insurance, property taxes and certain property operating and maintenance expenses that are pledged as collateral, which have been classified as escrow deposits totaling $7.6 million.
Silver Bay Realty Trust Corp.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2014
(amounts in thousands, except share and per share data)
|
| | | | | | | | | | | |
| | Historical | | The American Home Portfolio | | Pro Forma |
| | | | | | |
| Revenue: | | | | | |
| Rental income | $ | 75,910 |
| | $ | 23,216 |
| | $ | 99,126 |
|
| Other income | 2,020 |
| | 722 |
| | 2,742 |
|
| Total revenue | 77,930 |
| | 23,938 |
| | 101,868 |
|
| | | | | | |
| Expenses: | |
| | | | |
| Property operating and maintenance | 17,274 |
| | 8,862 |
| | 26,136 |
|
| Real estate taxes | 11,042 |
| | 3,147 |
| | 14,189 |
|
| Homeowners’ association fees | 1,260 |
| | 278 |
| | 1,538 |
|
| Property management | 9,678 |
| | 2,885 |
| | 12,563 |
|
| Depreciation and amortization | 25,623 |
| | 7,539 |
| | 33,162 |
|
| Portfolio acquisition expense | — |
| | 1,883 |
| | 1,883 |
|
| Advisory management fee - affiliates | 6,621 |
| | — |
| | 6,621 |
|
| Management internalization | 39,373 |
| | — |
| | 39,373 |
|
| General and administrative | 11,079 |
| | — |
| | 11,079 |
|
| Interest expense | 12,066 |
| | 8,847 |
| | 20,913 |
|
| Other | 611 |
| | — |
| | 611 |
|
| Total expenses | 134,627 |
| | 33,441 |
| | 168,068 |
|
| Net loss | (56,697 | ) | | $ | (9,503 | ) | | (66,200 | ) |
| | | | | | |
| Net loss attributable to noncontrolling interests - Operating Partnership | 143 |
| | | | 166 |
|
| Net loss attributable to controlling interests | (56,554 | ) | | | | (66,034 | ) |
| Preferred stock distributions | (100 | ) | | | | (100 | ) |
| Net loss attributable to common stockholders | $ | (56,654 | ) | | | | $ | (66,134 | ) |
| | | | | | |
| Loss per share - basic and diluted | |
| | | | |
| Net loss attributable to common shares | $ | (1.49 | ) | | | | $ | (1.73 | ) |
| Weighted average common shares outstanding | 38,119,971 |
| | | | 38,119,971 |
|
See accompanying notes to the unaudited Pro Forma Condensed Consolidated Statement of Operations.
Silver Bay Realty Trust Corp.
Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations
Basis of Presentation
The unaudited Pro Forma Condensed Consolidated Statement of Operations of Silver Bay Realty Trust Corp. (the "Company") for the year ended December 31, 2014 includes the historical operations of the Company and have been derived from the audited consolidated statement of operations and comprehensive loss included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on February 26, 2015. The Company's historical operations have been adjusted to take into consideration the following acquisition as if it occurred on January 1, 2014.
On April 1, 2015, Silver Bay Realty Trust Corp. (the “Company”) completed the acquisition of the portfolio of properties (the “Portfolio”) from The American Home Real Estate Investment Trust (“Seller”), a Maryland corporation. The Company acquired 2,373 properties in the transaction (the “Acquired Properties”) and has an additional 89 properties under contract with Seller to acquire at subsequent closings. Financial results for the year ended December 31, 2014 related to the Portfolio prior to their acquisition represents the results of operations under the previous owners and are included in the column labeled The American Home Portfolio.
Notes and Management Assumptions
Revenue, property operating and maintenance, real estate taxes, homeowners' association fees and property management for the Portfolio are based upon the historical operations under the previous owners' ownership. Depreciation and amortization expenses are based upon the Company's ownership, using its own depreciation and amortization policies outlined in the Company's Annual Report on Form 10-K filed on February 26, 2015. The Portfolio was acquired with funds borrowed under the Company's revolving credit facility. Interest expense for the Portfolio is based on $270.6 million in borrowings under the Company's amended and restated revolving credit facility related to the acquisition of the Portfolio and the annual interest rate applicable to such borrowings as of the time of the borrowing (approximately 3.27%). Acquisition costs associated with the Portfolio were assumed to be incurred in the year ended December 31, 2014. Net pro forma operating results were adjusted to reflect the noncontrolling interest holders' share related to the operating partnership operations after the impact of all proforma adjustments.
