Exhibit 99.2
INTRODUCTION OF PRO FORMA FINANCIAL STATEMENTS
On March 3, 2014, Starwood Waypoint Residential Trust (the “Company”) acquired from Waypoint Borrower, LLC, a portfolio of 707 single family residences (the “Fund XI Portfolio”) for approximately $144.0 million in cash.
The Company’s unaudited pro forma statements contain financial information comprised of a pro forma combined balance sheet as of December 31, 2013 and a pro forma combined statement of operations for the year ended December 31, 2013. The pro forma information for the Fund XI Portfolio has been presented as if the Fund XI Portfolio had been acquired on January 1, 2013.
The unaudited pro forma combined consolidated financial statements are based upon available information and certain assumptions that we believe are reasonable. The unaudited pro forma combined consolidated financial statements are presented for informational purposes only and are not necessarily indicative of the future financial position or results of operations of the combined company or the combined financial position or the results of operations that would have been realized had the transaction been consummated during the period or as of the dates for which the unaudited pro forma combined consolidated financial statements are presented.
1
STARWOOD WAYPOINT RESIDENTIAL TRUST
PRO FORMA COMBINED CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 2013
(in thousands, except share data)
| | | | | | | | | | | | |
| | | Starwood Waypoint
Residential Trust(1) | | | Pro Forma
Adjustments for
Waypoint Fund XI,
LLC(2) | | | Pro Forma
Starwood Waypoint
Residential Trust | |
ASSETS | | | | | | | | | | | | |
Investments in real estate, net | | $ | 749,353 | | | $ | 139,574 | (3) | | $ | 888,927 | |
Non-performing loans | | | 214,965 | | | | — | | | | 214,965 | |
Resident and other receivables, net | | | 1,261 | | | | — | | | | 1,261 | |
Cash and cash equivalents | | | 44,613 | | | | (3,506 | )(4) | | | 41,107 | |
Restricted cash | | | 3,331 | | | | — | | | | 3,331 | |
Other assets | | | 4,885 | | | | 4,972 | (5) | | | 9,857 | |
| | | | | | | | | | | | |
Total assets | | $ | 1,018,408 | | | $ | 141,040 | | | $ | 1,159,448 | |
| | | | | | | | | | | | |
LIABILITIES AND EQUITY | | | | | | | | | | | | |
Liabilities: | | | | | | | | | | | | |
Credit facility | | $ | — | | | $ | 144,093 | | | $ | 144,093 | |
Accounts payable and accrued expenses | | | 22,434 | | | | 1,536 | (4) | | | 23,970 | |
Resident security deposits and prepaid rent | | | 3,918 | | | | 1,082 | (4) | | | 5,000 | |
| | | | | | | | | | | | |
Total liabilities | | | 26,352 | | | | 146,711 | | | | 173,063 | |
| | | | | | | | | | | | |
Commitments and contingencies | | | | | | | | | | | | |
Equity: | | | | | | | | | | | | |
Starwood Waypoint Residential Trust shareholder equity | | | | | | | | | | | | |
Common shares $0.01 par value, 1,000 authorized, issued and outstanding | | | — | | | | — | | | | — | |
Additional paid-in capital | | | 1,018,267 | | | | — | | | | 1,018,267 | |
Accumulated deficit | | | (27,848 | ) | | | (5,671 | ) | | | (33,519 | ) |
| | | | | | | | | | | | |
Total Starwood Waypoint Residential Trust shareholder equity | | | 990,419 | | | | (5,671 | ) | | | 984,748 | |
Non-controlling interests | | | 1,637 | | | | — | | | | 1,637 | |
| | | | | | | | | | | | |
Total equity | | | 992,056 | | | | (5,671 | ) | | | 986,385 | |
| | | | | | | | | | | | |
Total liabilities and equity | | $ | 1,018,408 | | | $ | 141,040 | | | $ | 1,159,448 | |
| | | | | | | | | | | | |
| (1) | Represents the historical audited financial statements of Starwood Waypoint Residential Trust as of December 31, 2013. |
| (2) | Reflects the acquisition of the portfolio of 707 single family homes (the “Fund XI Portfolio”) as of December 31, 2013 using borrowings from the Company’s $500.0 million credit facility (the “Credit Facility”). The pro forma adjustments also reflect the items listed in footnotes (3), (4) and (5). |
| (3) | The $139.6 million of real estate reflects the purchase price of $144.0 million with interest capitalized during the development period of $1.1 million, net of depreciation of $2.1 million and $3.4 million of lease intangibles as of December 31, 2013. |
| (4) | Cash paid of approximately $3.5 million consisting of (i) $2.2 million for financing costs related to the Credit Facility, (ii) $3.8 million for interest incurred and (iii) $0.1 million for funding operations, partially offset by transaction closing cash received for security deposits and accrued taxes of $2.6 million. |
| (5) | Other assets reflect deferred finance costs of $2.2 million, net of amortization of $0.6 million as of December 31, 2013 and lease intangibles of $3.4 million. |
2
STARWOOD WAYPOINT RESIDENTIAL TRUST
PRO FORMA COMBINED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2013
(in thousands, except per share data)
| | | | | | | | | | | | | | | | |
| | | Year Ended,
December 31,
2013(1) | | | Fund XI
Acquisition(2) | | | Pro-Forma
Adjustments | | | Pro-Forma
Starwood
Waypoint
Residential
Trust | |
Revenues | | | | | | | | | | | | | | | | |
Rental revenues | | $ | 16,793 | | | $ | 4,079 | | | $ | — | | | $ | 20,872 | |
Other property revenues | | | 311 | | | | — | | | | — | | | | 311 | |
| | | | | | | | | | | | | | | | |
Total property revenues | | | 17,104 | | | | 4,079 | | | | — | | | | 21,183 | |
Expenses | | | | | | | | | | | | | | | | |
Mortgage loan servicing cost | | | 6,065 | | | | — | | | | — | | | | 6,065 | |
Property operating and maintenance | | | 10,614 | | | | 3,095 | | | | — | | | | 13,709 | |
Real estate taxes and insurance | | | 5,049 | | | | 1,140 | | | | — | | | | 6,189 | |
Investment management fees and expenses | | | 6,305 | | | | — | | | | — | | | | 6,305 | |
General and administrative | | | 17,182 | | | | — | | | | — | | | | 17,182 | |
Acquisition pursuit costs and property management engagement costs | | | 2,816 | | | | — | | | | — | | | | 2,816 | |
Depreciation and amortization | | | 6,115 | | | | — | | | | 2,124 | (3) | | | 8,239 | |
Interest expense | | | — | | | | — | | | | 3,391 | (4) | | | 3,391 | |
Impairment of real estate | | | 1,174 | | | | — | | | | — | | | | 1,174 | |
| | | | | | | | | | | | | | | | |
Total expenses | | | 55,320 | | | | 4,235 | | | | 5,515 | | | | 65,070 | |
| | | | | | | | | | | | | | | | |
Operating loss | | | (38,216 | ) | | | (156 | ) | | | (5,515 | ) | | | (43,887 | ) |
| | | | | | | | | | | | | | | | |
Other income | | | | | | | | | | | | | | | | |
Gain on sales of investments in real estate, net | | | 1,221 | | | | — | | | | — | | | | 1,221 | |
Gain on loan liquidation | | | 4,861 | | | | — | | | | — | | | | 4,861 | |
Gain on sales of loans | | | 278 | | | | — | | | | — | | | | 278 | |
Gain on conversion of loans into real estate | | | 8,624 | | | | — | | | | — | | | | 8,624 | |
| | | | | | | | | | | | | | | | |
Total other income | | | 14,984 | | | | — | | | | — | | | | 14,984 | |
| | | | | | | | | | | | | | | | |
Loss before income taxes | | | (23,232 | ) | | | (156 | ) | | | (5,515 | ) | | | (28,903 | ) |
Income tax expense | | | 252 | | | | — | | | | — | | | | 252 | |
| | | | | | | | | | | | | | | | |
Net loss | | | (23,484 | ) | | | (156 | ) | | | (5,515 | ) | | | (29,155 | ) |
Net loss attributable to non-controlling interests | | | 60 | | | | — | | | | — | | | | 60 | |
| | | | | | | | | | | | | | | | |
Net loss attributable to Starwood Waypoint Residential Trust | | $ | (23,424 | ) | | $ | (156 | ) | | $ | (5,515 | ) | | $ | (29,095 | ) |
| | | | | | | | | | | | | | | | |
Net loss per common share | | | | | | | | | | | | | | | | |
Basic and diluted | | $ | (23,424 | ) | | $ | (156 | ) | | $ | (5,515 | ) | | $ | (29,095 | ) |
| | | | | | | | | | | | | | | | |
| (1) | Represents the historical audited financial statements of the Company for the year ended December 31, 2013. |
| (2) | Represents the financial statements based on the statement of revenues and certain operating expenses of the Fund XI Portfolio for the period from March 5, 2013 (inception) to December 31, 2013 (the “Historical Summary”) as if the Fund XI Portfolio had been purchased on March 5, 2013 using the Credit Facility with a current annual interest rate of 3.16%. The Fund XI Portfolio’s inception date was March 5, 2013. |
| (3) | Represents depreciation expense based on estimated useful lives as if the purchase of the Fund XI Portfolio had occurred on March 5, 2013. |
| (4) | Represents interest on the Credit Facility at 3.16% annual rate, net of capitalized interest of $1.1 million for properties in development during the year ended December 31, 2013. |
3
