EX-99.1 3 a17-7229_1ex99d1.htm EX-99.1

Exhibit 99.1

 

 

SILVER BAY REALTY TRUST CORP.

ANNOUNCES AGREEMENT TO BE ACQUIRED BY TRICON CAPITAL GROUP INC. IN $1.4 BILLION ALL-CASH TRANSACTION; REPORTS STRONG FOURTH QUARTER AND FULL YEAR 2016 FINANCIAL RESULTS

 

Silver Bay Agrees to be Acquired for $21.50 Per Share in Cash Representing Aggregate Enterprise Value of $1.4 Billion

 

Purchase Price Represents 19% Premium to February 24, 2017 Closing Price of $18.01 and 24% Premium to the 90 day trailing average price as of February 24, 2017(1)

 

Reports Solid Quarterly Results Which Reflect Strong Operating Performance

 

NEW YORK, February 27, 2017- Silver Bay Realty Trust Corp. (NYSE: SBY) (the “Company” or “Silver Bay”), a single-family rental real estate investment trust (“REIT”), today announced that its Board of Directors has unanimously approved and Silver Bay has entered into a definitive agreement pursuant to which Tricon Capital Group Inc. will acquire Silver Bay in a transaction valued at approximately $1.4 billion and announced its operating and financial results for the quarter and year ended December 31, 2016.  Silver Bay’s stockholders will receive $21.50(1) per share in cash for each outstanding share of common stock held immediately prior to the closing of the transaction. This purchase price represents a 19% premium to Silver Bay’s closing price on February 24, 2017 of $18.01 and a 24% premium to the stock’s 90 day trailing average price as of February 24, 2017(2). In addition, Tricon Capital Group Inc. will assume or repay a total of approximately $600 million of Silver Bay’s debt (net of cash on hand).

 

“This transaction delivers significant and immediate value to our stockholders,” said Thomas W. Brock, Chief Executive Officer of Silver Bay.  “We have continually evaluated the most prudent way to drive sustainable, long-term capital appreciation and we believe this transaction is the best opportunity to return maximum value to our stockholders.”

 

Mr. Brock continued, “Over the past year, we have been making excellent strides in driving efficiency across our operating platform. We closed out the year with the best quarter in our company’s history, including a 96.7% occupancy rate, strong rental increases on both re-leases and renewals, a Same-Home Core NOI Margin of 60.7% and record Core FFO, which I credit to the dedication and focus of our Silver Bay team.  Our well-crafted portfolio of single family properties and the recent strong performance across our platform will serve as a great complement to Tricon Capital Group Inc.’s business as the single family rental industry continues to evolve and consolidate.”

 

The transaction, which has been unanimously approved by the boards of directors of both companies, is subject to customary closing conditions, including approval by the stockholders of Silver Bay, and is expected to close in the second quarter of 2017.

 

Goldman, Sachs & Co. acted as sole financial advisor to Silver Bay on the transaction.  Orrick, Herrington & Sutcliffe LLP acted as legal advisor to Silver Bay.

 


(1)  All currency references are in U.S. Dollars

(2)  Represents the volume weighted average price

 

1



 

Financial Results

 

The following table provides a summary of Silver Bay’s financial results for the three months and years ended December 31, 2016 and 2015, respectively (unaudited):

 

 

 

Three Months Ended 
December 31,

 

Year Ended
December 31,

 

 

 

2016

 

2015

 

2016

 

2015

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

2,862

 

$

(798

)

$

(2,614

)

$

(9,952

)

Net income (loss) attributable to common stockholders

 

$

2,667

 

$

(777

)

$

(2,563

)

$

(9,475

)

Net income (loss) per share attributable to common shares - diluted

 

$

0.07

 

$

(0.02

)

$

(0.07

)

$

(0.26

)

Core FFO per share (1)

 

$

0.24

 

$

0.20

 

$

0.82

 

$

0.66

 

NOI (1)

 

$

19,733

 

$

17,753

 

$

73,001

 

$

62,905

 

Core NOI Margin (1)

 

61.4

%

58.7

%

58.1

%

56.0

%

Same-Home NOI (1)

 

$

13,008

 

$

11,453

 

$

48,401

 

$

44,023

 

Same-Home Core NOI Margin (1)

 

60.7

%

56.8

%

57.3

%

55.2

%

 


(1)         NOI, Core NOI Margin, Same-Home NOI, Same-Home Core NOI Margin and Core FFO per share are non-GAAP financial measures and reconciliations are included in the definitions and reconciliations of financial and operating measures in the unaudited supplemental financial and operating data section of this release.

 

Fourth Quarter 2016 Financial Results

 

Silver Bay reported total revenue of $32.5 million for the fourth quarter of 2016, a 5.9% increase compared to total revenue of $30.6 million for the fourth quarter of 2015. This increase was primarily due to increases in the Company’s rental rates and occupancy rate. The Company owned 9,044 properties as of December 31, 2016, compared to 9,022 properties as of December 31, 2015. Net income attributable to common stockholders for the fourth quarter of 2016 was $2.7 million, or $0.07 per diluted common share, compared to net loss attributable to common stockholders for the fourth quarter of 2015 of $0.8 million, or $0.02 per basic and diluted common share.

 

The Company reported net operating income (“NOI”) of $19.7 million for the fourth quarter of 2016, an 11.2% increase compared to NOI of $17.8 million for the fourth quarter of 2015. Core NOI Margin improved 270 basis points to 61.4% in the fourth quarter of 2016 as compared to the same period a year ago. The increase is primarily due to growth in total revenue. Same-Home NOI increased to $13.0 million for the fourth quarter of 2016, a 13.6% increase compared to Same-Home NOI of $11.5 million for the fourth quarter of 2015. Same-Home NOI Margin improved 390 basis points to 60.7% in the fourth quarter of 2016 as compared to the same period a year ago. The increase in Same-Home NOI is primarily due to an increase in Same-Home total revenue and, to a lesser extent, a decrease in Same-Home property operating expenses. Core funds from operations (“Core FFO”) for the fourth quarter of 2016 was $9.1 million, or $0.24 per share, a 20.0% increase on a per share basis compared to Core FFO for the fourth quarter of 2015 of $7.6 million, or $0.20 per share. NOI, Same-Home NOI and Core FFO are non-GAAP financial measures. Reconciliations of net income (loss) to NOI, Same-Home NOI and Core FFO are included in the unaudited supplemental financial and operating data accompanying this press release.

 

Full Year 2016 Financial Results

 

Silver Bay reported total revenue of $126.6 million for the year ended December 31, 2016, an 11.4% increase compared to total revenue of $113.7 million for the year ended December 31, 2015. The increase in total revenue for the year ended December 31, 2016 over the prior year was primarily due to an increase in the number of occupied homes during the year ended December 31, 2016 as well as increases in the Company’s rental rates and occupancy rate. Net loss attributable to common stockholders for the year ended December 31, 2016 was $2.6 million, or $0.07 per basic and diluted common share, as compared to net loss attributable to common stockholders for the year ended December 31, 2015 of $9.5 million, or $0.26 per basic and diluted common share.

 

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The Company reported NOI of $73.0 million for the year ended December 31, 2016, a 16.0% increase compared to NOI of $62.9 million for the year ended December 31, 2015. The increase is primarily due to growth in total revenue. Same-Home NOI increased to $48.4 million for the year ended December 31, 2016, a 9.9% increase compared to Same-Home NOI of $44.0 million for the year ended December 31, 2015. The increase in Same-Home NOI is primarily due to an increase in Same-Home total revenue. Core FFO for the year ended December 31, 2016 was $31.2 million, or $0.82 per share, a 24.2% increase on a per share basis compared to Core FFO for the year ended December 31, 2015 of $25.4 million, or $0.66 per share.

 

Portfolio and Operating Metrics Summary

 

The following table provides a summary of Silver Bay’s portfolio and operating metrics for the fourth quarter of 2016 and 2015, respectively:

 

 

 

As of December 31, 2016

 

As of December 31, 2015

 

Single-family properties owned:

 

 

 

 

 

Aggregate portfolio

 

9,044

 

9,022

 

Same-Home portfolio

 

5,780

 

5,780

 

Occupancy rate:

 

 

 

 

 

Aggregate portfolio

 

96.7

%

95.8

%

Same-Home portfolio

 

96.7

%

95.7

%

Average monthly rent:

 

 

 

 

 

Aggregate portfolio

 

$

1,205

 

$

1,167

 

Same-Home portfolio

 

$

1,264

 

$

1,216

 

 

 

 

Three Months Ended
December 31, 2016

 

Three Months Ended
December 31, 2015

 

Average change in rent for re-leases:

 

 

 

 

 

Aggregate portfolio

 

6.3

%

4.1

%

Same-Home portfolio

 

6.1

%

4.1

%

Average change in rent for renewals:

 

 

 

 

 

Aggregate portfolio

 

3.4

%

3.5

%

Same-Home portfolio

 

3.4

%

3.5

%

Trailing twelve-month turnover

 

29.5

%

27.6

%

Retention rate

 

79.1

%

80.3

%

 

Aggregate Metrics

 

Silver Bay reported an aggregate occupancy rate of 96.7% as of December 31, 2016, an increase from 95.8% in the fourth quarter of 2015. A summary of Silver Bay’s occupancy rates by market is included in the unaudited supplemental financial and operating data accompanying this press release.

 

Silver Bay reported an average monthly rent for the aggregate portfolio of $1,205 as of December 31, 2016, compared to an average monthly rent of $1,167 as of December 31, 2015. The Company experienced re-lease rate increases of 6.3% and renewal rate increases of 3.4% during the fourth quarter of 2016 compared to 4.1% and 3.5%, respectively, during the fourth quarter of 2015.

 

Silver Bay’s trailing twelve-month turnover increased 190 basis points to 29.5% as of December 31, 2016 from 27.6% as of December 31, 2015. The retention rate decreased 120 basis points to 79.1% during the fourth quarter of 2016 from 80.3% in the fourth quarter of 2015.

 

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Same-Home Metrics

 

Silver Bay reported a Same-Home occupancy rate of 96.7% as of December 31, 2016, a 100 basis point increase compared to a year ago. Same-Home average monthly rent increased 3.9% to $1,264 as of December 31, 2016, compared to an average monthly rent of $1,216 as of December 31, 2015. Additional detail on the Company’s Same-Home portfolio is included in the unaudited supplemental financial and operating data accompanying this press release.

 

Investment Activity

 

During the fourth quarter of 2016, the Company acquired 329 single-family homes with an aggregate purchase price of $42.4 million, including a portfolio of 322 properties acquired on October 1, 2016 for an aggregate purchase price of $41.5 million.

 

During the fourth quarter of 2016, the Company sold 134 single-family homes for total gross proceeds of $29.4 million with a net gain from these sales totaling $4.5 million.

 

Dividend Declaration

 

The Company’s Board of Directors declared a quarterly dividend of $0.13 per share of common stock for the quarter ended December 31, 2016. The dividend was paid January 13, 2017 to common stockholders of record at the close of business on December 30, 2016. On February 27, 2017, our board of directors declared a quarterly dividend of $0.13 per share payable on April 14, 2017, to stockholders of record on April 3, 2017.

 

Liquidity and Capital Resources

 

The Company’s liquidity and capital resources as of December 31, 2016 consisted of cash of $52.3 million and escrow deposits of $16.9 million, which consists of cash held in reserve at financial institutions as required by its debt agreements of $14.8 million.

 

Cancelling Fourth Quarter 2016 Conference Call

 

In light of the announced agreement with Tricon Capital Group Inc., Silver Bay has cancelled its fiscal fourth quarter and year end 2016 conference call with analysts and investors previously scheduled for Tuesday, February 28, 2017 at 8:30 a.m. Eastern Time.

 

About Silver Bay Realty Trust Corp.

 

Silver Bay Realty Trust Corp. is an internally managed Maryland corporation focused on the acquisition, renovation, leasing and management of single-family properties for rental income and long-term capital appreciation. Silver Bay owns single-family properties in Arizona, California, Florida, Georgia, Nevada, North Carolina, Ohio, South Carolina and Texas. Silver Bay has elected to be taxed as a REIT for U.S. federal tax purposes.

 

About Tricon Capital Group Inc.

 

Tricon (TSX:TCN) is a principal investor and asset manager focused on the residential real estate industry in North America with approximately $3.0 billion (C$4.0 billion) of assets under management. Tricon owns, or manages on behalf of third-party

 

4



 

investors, a portfolio of investments in land and homebuilding assets, single-family rental homes, manufactured housing communities and multi-family development projects. Its business objective is to invest for investment income and capital appreciation through our Principal Investment business and to earn fee income through our Private Funds and Advisory business. Since its inception in 1988, Tricon has invested in real estate and development projects valued at approximately $18 billion. More information about Tricon is available at www.triconcapital.com.

 

Notice Regarding Non-GAAP Financial Measures

 

In addition to the Company’s net income (loss) which is presented in accordance with GAAP, the Company also presents certain supplemental non-GAAP performance measures. These measures are not to be considered more relevant or accurate than the performance measures presented in accordance with GAAP. In compliance with applicable rules of the Securities and Exchange Commission (“SEC”), the Company’s non-GAAP measures are reconciled to net income (loss), the most directly comparable GAAP performance measure, as further set forth in the definitions and reconciliations of financial and operating measures included in the unaudited supplemental financial and operating data. As with other non-GAAP performance measures, neither the SEC nor any other regulatory body has passed judgment on these non-GAAP performance measures. NOI, Core NOI Margin, FFO and Core FFO are non-GAAP financial measures the Company believes, when considered with the financial statements determined in accordance with GAAP, are helpful to investors in understanding its performance as a REIT.

 

Important Information About the Transaction and Where to Find It

 

In connection with the proposed transaction, the Company plans to file a proxy statement (the “Proxy Statement”) with the Securities and Exchange Commission (“SEC”), in connection with the solicitation of proxies for a meeting of Silver Bay’s stockholders to be called at a future date (the “meeting”). Promptly after filing its Proxy Statement in definitive form with the SEC, the Company will mail or otherwise furnish the Proxy Statement to each stockholder entitled to vote at the meeting. Stockholders are urged to read the Proxy Statement (including any amendments or supplements thereto) and any other relevant documents that the Company will file with the SEC when they become available because they will contain important information about the proposed transaction and related matters. Stockholders may obtain, free of charge, copies of the Proxy Statement (if and when available) and any other documents filed by the Company with the SEC in connection with the transaction at the SEC’s website (http://www.sec.gov), from the Company’s website at www.silverbayrealtytrustcorp.com or by contacting the investor relations department of the Company at:

 

Silver Bay Realty Trust Corp., Attn: Investor Relations, 3300 Fernbrook Lane North, Suite 210, Plymouth, MN 55447, telephone (952) 358-4400.

 

Participation in the Solicitation

 

The Company and its directors, executive officers and certain other members of management and employees of the Company may be deemed to be “participants” in the solicitation of proxies from the Company’s stockholders in connection with the transaction. Information regarding the interests of the persons who may, under the rules of the SEC, be considered participants in the solicitation of the Company’s stockholders in connection with the proposed transaction, which may be different than those of the Company’s stockholders generally, will be set forth in the Proxy Statement and the other relevant documents to be filed with the SEC. Company stockholders can find information about the Company and its directors and executive officers and their ownership of the Company’s common stock in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2015 which was filed with the SEC on February 26, 2016, and in its definitive proxy statement for its most recent annual meeting of stockholders, which was filed with the SEC on April 4, 2016, and in Forms 4 of directors and executive officers filed with the SEC. Additional information regarding the interests of such individuals in the transaction will be included in the Proxy Statement relating to the transaction when it is filed with the SEC.

 

5



 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, readers can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. Readers can also identify forward-looking statements by discussions of strategy, plans or intentions. Examples of forward-looking statements include statements about: the proposed transaction whereby Tricon Capital Group Inc. will acquire Silver Bay; Silver Bay’s projected financial and operating results; Silver Bay’s ability to lease and operate acquired properties and to improve its operating performance, including Silver Bay’s abilities and projections related to turnover rates and time frames, operating costs, rent increases, and occupancy rates; intentions related to asset sales, including pricing, volume and identity of such assets; Silver Bay’s intentions related to its capital allocation strategy, including through the use of share repurchases and acquisitions; expectations of portfolio size; the impact of seasonality on Silver Bay’s results; estimates relating to Silver Bay’s ability to make distributions to its stockholders in the future; market trends in Silver Bay’s industry, such as homeownership rates and the impact of such trends on its operations; future real estate values and prices; and the general economy and its impact on Silver Bay’s results.

 

The forward-looking statements contained in this press release reflect Silver Bay’s current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause Silver Bay’s actual results to differ significantly from those expressed or implied in any forward-looking statement. Silver Bay is not able to predict all of the factors that may affect future results. Readers should not rely on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements include national, international, regional or local economic, business, competitive, market and regulatory conditions and the following: those factors described in the discussion on risk factors in Part I, Item 1A, “Risk Factors”, Part I, Item 1A “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part II, Item 7A “Quantitative and Qualitative Disclosures about Market Risk” in the Company’s Annual Report on Form 10-K and other risks and uncertainties detailed in Silver Bay’s other reports and filings with the SEC; a delay in or failure to complete the proposed acquisition of Silver Bay by Tricon Capital Group Inc.; defaults on, early terminations of or non-renewal of leases by residents; resident turnover or turnover costs; Silver Bay’s ability to maintain occupancy levels and leasing traffic or to attract and retain qualified residents in light of increased competition in the leasing market for quality residents, the relatively short duration of leases, inadequate marketing, reputational damage or other reasons; Silver Bay’s ability to control or reduce operating expenses, including repairs and maintenance expense and other costs such as real estate taxes, homeowners’ association fees, insurance and other costs outside the Company’s control for reasons including damage to properties due to storms, other natural causes or residents and other reasons; Silver Bay’s ability to successfully operate its properties; Silver Bay’s ability to maintain rents at levels that are sufficient to keep pace with rising costs of operations; Silver Bay’s ability to dispose of assets at attractive pricing levels; the amount of capital available for share repurchases and other purposes; Silver Bay’s ability to implement and manage its service technician initiatives or the impact of such initiatives to reduce maintenance, turnover and other expenses as predicted; Silver Bay’s ability to obtain financing arrangements; Silver Bay’s failure to meet the conditions to draw under the revolving credit facility; the Company’s ability to perform under the covenants of its revolving credit facility and securitization loan; general volatility of the markets in which it participates; interest rates and the market value of Silver Bay’s assets; the impact of changes in governmental regulations, tax law and rates, and similar matters; difficulties in identifying properties to acquire and completing acquisitions; increased time and/or expense to gain possession and renovate properties; Silver Bay’s dependence on key personnel to carry its business and investment strategies and its ability to hire and retain skilled managerial, investment, financial, and operational personnel, and the performance of vendors and service providers, including third-party management professionals, maintenance providers, leasing agents, and property managers; and Silver Bay’s ability to remain qualified as a REIT.

 

The forward-looking statements in this press release represent Silver Bay’s views as of the date of this press release. Subsequent events and developments could cause these views to change. However, while Silver Bay may elect to

 

6



 

update these forward-looking statements at some point in the future, Silver Bay has no current intention of doing so except to the extent required by applicable laws. Readers should, therefore, not rely on these forward-looking statements as representing Silver Bay’s views as of any date subsequent to the date of this press release. All subsequent written and oral forward looking statements concerning Silver Bay or matters attributable to Silver Bay or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above.

 

Additional Information

 

Stockholders of Silver Bay, and other interested persons, may find additional information regarding the Company at the SEC’s website at www.sec.gov or by directing requests to: Silver Bay Realty Trust Corp., Attn: Investor Relations, 3300 Fernbrook Lane North, Suite 210, Plymouth, MN 55447, telephone (952) 358-4400.

 

Contact

 

Griffin Wetmore, Executive Vice President of Finance, Silver Bay Realty Trust Corp., investors@silverbaymgmt.com, (952) 358-4400.

 

7



 

UNAUDITED SUPPLEMENTAL FINANCIAL AND OPERATING DATA

FOURTH QUARTER AND FULL YEAR 2016

 

TABLE OF CONTENTS

 

ITEM

 

Page

 

 

 

CONSOLIDATED BALANCE SHEETS

 

9

 

 

 

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

 

10

 

 

 

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

 

12

 

 

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

13

 

 

 

PORTFOLIO SUMMARY OF SINGLE-FAMILY PROPERTIES

 

14

 

 

 

FINANCIAL AND OPERATING RESULTS OF AGGREGATE PORTFOLIO

 

15

 

 

 

FINANCIAL AND OPERATING RESULTS OF SAME-HOME PORTFOLIO

 

16

 

 

 

DEFINITIONS AND RECONCILIATIONS OF FINANCIAL AND OPERATING MEASURES

 

18

 

8



 

SILVER BAY REALTY TRUST CORP.

CONSOLIDATED BALANCE SHEETS

(AMOUNTS IN THOUSANDS EXCEPT SHARE DATA)

(UNAUDITED)

 

 

 

December 31, 2016

 

December 31, 2015

 

Assets

 

 

 

 

 

Investments in real estate:

 

 

 

 

 

Land and land improvements

 

$

216,956

 

$

220,110

 

Building and improvements

 

992,867

 

989,574

 

 

 

1,209,823

 

1,209,684

 

Accumulated depreciation

 

(106,463

)

(74,907

)

Investments in real estate, net

 

1,103,360

 

1,134,777

 

Assets held for sale

 

16,543

 

11,184

 

Cash

 

52,279

 

29,028

 

Escrow deposits

 

16,858

 

15,472

 

Resident security deposits

 

12,992

 

12,521

 

Other assets

 

16,529

 

13,298

 

Total assets

 

$

1,218,561

 

$

1,216,280

 

 

 

 

 

 

 

Liabilities and Equity

 

 

 

 

 

Liabilities:

 

 

 

 

 

Revolving credit facility

 

$

352,799

 

$

326,472

 

Securitization loan, net

 

296,782

 

295,741

 

Accounts payable and accrued expenses

 

17,862

 

16,752

 

Resident prepaid rent and security deposits

 

15,237

 

14,462

 

Total liabilities

 

682,680

 

653,427

 

10% cumulative redeemable preferred stock at liquidation value, $0.01 par; 50,000,000 shares authorized, 1,000 shares issued and outstanding

 

1,000

 

1,000

 

Equity:

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock $0.01 par; 450,000,000 shares authorized; 35,380,034 and 36,063,187, respectively, shares issued and outstanding

 

352

 

359

 

Additional paid-in capital

 

643,633

 

651,987

 

Accumulated other comprehensive income (loss)

 

2,841

 

(1,613

)

Cumulative deficit

 

(143,679

)

(121,620

)

Total stockholders’ equity

 

503,147

 

529,113

 

Noncontrolling interests - Operating Partnership

 

31,734

 

32,740

 

Total equity

 

534,881

 

561,853

 

Total liabilities and equity

 

$

1,218,561

 

$

1,216,280

 

 

9



 

SILVER BAY REALTY TRUST CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(AMOUNTS IN THOUSANDS EXCEPT SHARE DATA)

(UNAUDITED)

 

 

 

Three Months Ended
December 31,

 

Year Ended
December 31,

 

 

 

2016

 

2015

 

2016

 

2015

 

Revenue:

 

 

 

 

 

 

 

 

 

Rental revenue

 

$

31,649

 

$

29,975

 

$

123,544

 

$

111,159

 

Other revenue

 

801

 

666

 

3,091

 

2,535

 

Total revenue

 

32,450

 

30,641

 

126,635

 

113,694

 

Expenses:

 

 

 

 

 

 

 

 

 

Property operating and maintenance

 

5,518

 

5,627

 

23,393

 

22,106

 

Real estate taxes

 

4,188

 

3,983

 

17,681

 

15,847

 

Homeowners’ association fees

 

407

 

447

 

1,665

 

1,912

 

Property management

 

2,604

 

2,831

 

10,895

 

11,093

 

Depreciation and amortization

 

9,353

 

10,115

 

37,291

 

35,189

 

Portfolio acquisition expense

 

403

 

18

 

526

 

2,064

 

General and administrative

 

3,353

 

3,991

 

14,457

 

15,915

 

Share-based compensation

 

658

 

718

 

2,667

 

2,613

 

Severance and other

 

 

 

1,977

 

 

Interest expense

 

7,020

 

5,968

 

26,113

 

21,275

 

Impairment of real estate

 

601

 

49

 

1,105

 

95

 

Total expenses

 

34,105

 

33,747

 

137,770

 

128,109

 

Loss before other income (expense), income taxes and non-controlling interests

 

(1,655

)

(3,106

)

(11,135

)

(14,415

)

Other income (expense):

 

 

 

 

 

 

 

 

 

Net gain on disposition of real estate

 

4,499

 

1,724

 

10,657

 

4,044

 

Adjustments for derivative instruments, net

 

157

 

(51

)

44

 

(51

)

Other expense

 

(272

)

(270

)

(1,211

)

(288

)

Total other income (expense)

 

4,384

 

1,403

 

9,490

 

3,705

 

Income (loss) before income taxes and non-controlling interests

 

2,729

 

(1,703

)

(1,645

)

(10,710

)

Income tax (expense) benefit, net

 

133

 

905

 

(969

)

758

 

Net income (loss)

 

2,862

 

(798

)

(2,614

)

(9,952

)

Net (income) loss attributable to noncontrolling interests - Operating Partnership

 

(170

)

46

 

151

 

577

 

Net income (loss) attributable to controlling interests

 

2,692

 

(752

)

(2,463

)

(9,375

)

Preferred stock distributions

 

(25

)

(25

)

(100

)

(100

)

Net income (loss) attributable to common stockholders

 

$

2,667

 

$

(777

)

$

(2,563

)

$

(9,475

)

Income (loss) per share - basic

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to common shares

 

$

0.08

 

$

(0.02

)

$

(0.07

)

$

(0.26

)

Weighted average common shares outstanding

 

35,380,056

 

36,069,198

 

35,557,636

 

36,209,999

 

Income (loss) per share - diluted

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to common shares and units

 

$

0.07

 

$

(0.02

)

$

(0.07

)

$

(0.26

)

Weighted average common shares and units outstanding

 

37,758,743

 

36,069,198

 

35,557,636

 

36,209,999

 

 

10



 

SILVER BAY REALTY TRUST CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(AMOUNTS IN THOUSANDS EXCEPT SHARE DATA)

(UNAUDITED)

 

 

 

Three Months Ended
December 31,

 

Year Ended
December 31,

 

 

 

2016

 

2015

 

2016

 

2015

 

Comprehensive Income (Loss):

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

2,862

 

$

(798

)

$

(2,614

)

$

(9,952

)

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

Net change in fair value of cash flow hedges

 

4,428

 

(84

)

4,147

 

(1,587

)

Losses reclassified into earnings from other comprehensive income (loss)

 

59

 

60

 

307

 

60

 

Other comprehensive income (loss)

 

4,487

 

(24

)

4,454

 

(1,527

)

Comprehensive income (loss)

 

7,349

 

(822

)

1,840

 

(11,479

)

Comprehensive income (loss) attributable to noncontrolling interests- Operating Partnership

 

(436

)

138

 

(109

)

669

 

Comprehensive income (loss) attributable to controlling interests

 

$

6,913

 

$

(684

)

$

1,731

 

$

(10,810

)

 

11



 

SILVER BAY REALTY TRUST CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

(AMOUNTS IN THOUSANDS EXCEPT SHARE DATA)

(UNAUDITED)

 

 

 

Common Stock

 

Accumulated

 

 

 

 

 

Noncontrolling

 

 

 

 

 

Shares

 

Par Value
Amount

 

Additional
Paid-In
Capital

 

Other
Comprehensive
Income (Loss)

 

Cumulative
Deficit

 

Total
Stockholders’
Equity

 

Interests -
Operating
Partnership

 

Total
Equity

 

Balance at January 1, 2015

 

36,711,694

 

$

366

 

$

660,776

 

$

(86

)

$

(94,593

)

$

566,463

 

$

34,432

 

$

600,895

 

Non-cash equity awards, net

 

132,932

 

1

 

2,522

 

 

 

2,523

 

 

2,523

 

Repurchase and retirement of common stock

 

(781,439

)

(8

)

(12,426

)

 

 

(12,434

)

 

(12,434

)

Dividends declared

 

 

 

 

 

(17,652

)

(17,652

)

 

(17,652

)

Net loss

 

 

 

 

 

(9,375

)

(9,375

)

(577

)

(9,952

)

Net change in fair value of cash flow hedges

 

 

 

 

(1,587

)

 

(1,587

)

 

(1,587

)

Losses reclassified into earnings from other comprehensive income (loss)

 

 

 

 

60

 

 

60

 

 

60

 

Adjustment to noncontrolling interests - Operating Partnership

 

 

 

1,115

 

 

 

1,115

 

(1,115

)

 

Balance at December 31, 2015

 

36,063,187

 

$

359

 

$

651,987

 

$

(1,613

)

$

(121,620

)

$

529,113

 

$

32,740

 

$

561,853

 

Non-cash equity awards, net

 

132,089

 

1

 

2,576

 

 

 

2,577

 

 

2,577

 

Repurchase and retirement of common stock

 

(815,242

)

(8

)

(11,785

)

 

 

(11,793

)

 

(11,793

)

Dividends declared

 

 

 

 

 

(19,596

)

(19,596

)

 

(19,596

)

Net loss

 

 

 

 

 

(2,463

)

(2,463

)

(151

)

(2,614

)

Net change in fair value of cash flow hedges

 

 

 

 

4,147

 

 

4,147

 

 

4,147

 

Losses reclassified into earnings from other comprehensive income (loss)

 

 

 

 

307

 

 

307

 

 

307

 

Adjustment to noncontrolling interests - Operating Partnership

 

 

 

855

 

 

 

855

 

(855

)

 

Balance at December 31, 2016

 

35,380,034

 

$

352

 

$

643,633

 

$

2,841

 

$

(143,679

)

$

503,147

 

$

31,734

 

$

534,881

 

 

12



 

SILVER BAY REALTY TRUST CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(AMOUNTS IN THOUSANDS)

(UNAUDITED)

 

 

 

Year Ended December 31,

 

 

 

2016

 

2015

 

Cash Flows From Operating Activities:

 

 

 

 

 

Net loss

 

$

(2,614

)

$

(9,952

)

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

37,291

 

35,189

 

Non-cash share-based compensation

 

2,577

 

2,523

 

Losses reclassified into earnings from other comprehensive income (loss)

 

307

 

60

 

Amortization and write-off of deferred financing costs

 

4,597

 

4,668

 

Amortization of discount on securitization loan

 

301

 

301

 

Bad debt expense

 

1,002

 

1,426

 

Net gain on disposition of real estate

 

(10,657

)

(4,044

)

Income tax valuation allowance reversal

 

 

941

 

Impairment of real estate

 

1,105

 

95

 

Other

 

611

 

471

 

Net change in assets and liabilities:

 

 

 

 

 

Decrease in escrow cash for operating activities and debt reserves

 

467

 

3,766

 

Increase in other assets

 

(5,008

)

(7,505

)

Increase in accounts payable, accrued expenses, and prepaid rent

 

2,252

 

3,208

 

Net cash provided by operating activities

 

32,231

 

31,147

 

Cash Flows From Investing Activities:

 

 

 

 

 

Purchase of investments in real estate

 

(44,037

)

(273,266

)

Capital improvements of investments in real estate

 

(14,498

)

(25,651

)

(Increase) decrease in escrow cash for investing activities

 

(77

)

972

 

Proceeds from disposition of real estate

 

58,149

 

29,223

 

Other

 

 

(43

)

Net cash used in investing activities

 

(463

)

(268,765

)

Cash Flows From Financing Activities:

 

 

 

 

 

Payments on securitization loan

 

(1,514

)

(7,085

)

Proceeds from revolving credit facility

 

47,819

 

281,963

 

Payments on revolving credit facility

 

(21,493

)

(22,587

)

Deferred financing costs paid

 

(48

)

(5,783

)

Purchase of interest rate cap agreements

 

(30

)

(2,250

)

Change in interest rate swap collateral

 

(1,776

)

 

Repurchase and retirement of common stock

 

(11,793

)

(12,434

)

Dividends paid

 

(19,682

)

(15,032

)

Net cash (used in) provided by financing activities

 

(8,517

)

216,792

 

Net change in cash

 

23,251

 

(20,826

)

Cash at beginning of period

 

29,028

 

49,854

 

Cash at end of period

 

$

52,279

 

$

29,028

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

Cash paid for interest, net of amounts capitalized

 

$

20,645

 

$

15,974

 

Cash paid for taxes

 

$

227

 

$

181

 

Increase (decrease) in fair value of cash flow hedges

 

$

4,147

 

$

(1,587

)

Non-cash investing and financing activities:

 

 

 

 

 

Common stock and unit dividends declared, but not paid

 

$

4,869

 

$

4,978

 

Interest rate swap contingent consideration

 

1,184

 

 

Capital improvements in accounts payable

 

$

442

 

$

597

 

 

13



 

SILVER BAY REALTY TRUST CORP.

PORTFOLIO SUMMARY OF SINGLE-FAMILY PROPERTIES

AS OF DECEMBER 31, 2016

 

Market

 

Number of
Properties

 

Aggregate Investment
in Real Estate
(in thousands)

 

Average Investment
in Real Estate
Per Property

 

Average
Age (in years)(1)

 

Average Square
Footage

 

Atlanta

 

2,949

 

$

351,910

 

$

119,332

 

22.8

 

1,809

 

Phoenix

 

1,422

 

203,764

 

143,294

 

28.2

 

1,635

 

Tampa

 

1,136

 

164,859

 

145,122

 

28.5

 

1,622

 

Charlotte (2)

 

689

 

86,223

 

125,142

 

16.6

 

1,644

 

Orlando

 

522

 

71,283

 

136,557

 

28.8

 

1,501

 

Dallas

 

511

 

69,092

 

135,209

 

25.1

 

1,619

 

Jacksonville

 

451

 

59,680

 

132,328

 

28.4

 

1,536

 

Northern CA (3)

 

381

 

73,112

 

191,895

 

48.3

 

1,398

 

Las Vegas

 

290

 

41,409

 

142,790

 

20.7

 

1,717

 

Columbus

 

284

 

33,381

 

117,539

 

39.6

 

1,414

 

Tucson

 

209

 

17,685

 

84,617

 

44.0

 

1,330

 

Southeast FL (4)

 

200

 

37,425

 

187,125

 

50.0

 

1,349

 

Totals

 

9,044

 

$

1,209,823

 

$

133,771

 

27.3

 

1,650

 

 


(1)         As of December 31, 2016, approximately 2% of the Company’s properties were less than 10 years old, 39% were between 10 and 20 years old, 20% were between 20 and 30 years old, 19% were between 30 and 40 years old, 11% were between 40 and 50 years old, and 9% were more than 50 years old. Average age is an annual calculation.

(2)         Charlotte market includes properties in South Carolina due to their proximity to Charlotte, North Carolina.

(3)         Northern California market currently consists of Contra Costa, Napa and Solano counties.

(4)         Southeast Florida market currently consists of Miami-Dade, Broward and Palm Beach counties.

 

14



 

SILVER BAY REALTY TRUST CORP.

FINANCIAL AND OPERATING RESULTS OF AGGREGATE PORTFOLIO

(AMOUNTS IN THOUSANDS EXCEPT PROPERTY AND PER HOME DATA)

 

The following table summarizes the Company’s aggregate portfolio financial results for the three months and years ended ended December 31, 2016 and 2015:

 

 

 

Three Months Ended December 31,

 

Year Ended December 31,

 

 

 

2016

 

2015

 

2016

 

2015

 

Total revenue

 

$

32,450

 

$

30,641

 

$

126,635

 

$

113,694

 

Property operating expenses:

 

 

 

 

 

 

 

 

 

Property operating and maintenance

 

5,518

 

5,627

 

23,393

 

22,106

 

Real estate taxes

 

4,188

 

3,983

 

17,681

 

15,847

 

Homeowners’ association fees

 

407

 

447

 

1,665

 

1,912

 

Property management

 

2,604

 

2,831

 

10,895

 

11,093

 

Total property operating expenses

 

$

12,717

 

$

12,888

 

$

53,634

 

$

50,958

 

NOI

 

$

19,733

 

$

17,753

 

$

73,001

 

$

62,905

 

Core NOI Margin

 

61.4

%

58.7

%

58.1

%

56.0

%

Turnover

 

6.6

%

6.6

%

29.5

%

27.6

%

Stabilized capital expenditures

 

$

1,652

 

$

2,565

 

$

7,630

 

$

8,212

 

Stabilized capital expenditure per home

 

$

183

 

$

284

 

$

844

 

$

910

 

 

The following table summarizes the occupancy status of the Company’s properties as of December 31, 2016:

 

Market

 

Number of
Properties

 

Properties
Occupied

 

Properties
Vacant

 

Aggregate
Portfolio
Occupancy
Rate

 

Average
Monthly
Rent

 

Atlanta

 

2,949

 

2,846

 

103

 

96.5

%

$

1,119

 

Phoenix

 

1,422

 

1,390

 

32

 

97.7

%

1,143

 

Tampa

 

1,136

 

1,089

 

47

 

95.9

%

1,347

 

Charlotte

 

689

 

667

 

22

 

96.8

%

1,113

 

Orlando

 

522

 

500

 

22

 

95.8

%

1,220

 

Dallas

 

511

 

494

 

17

 

96.7

%

1,336

 

Jacksonville

 

451

 

437

 

14

 

96.9

%

1,175

 

Northern CA

 

381

 

373

 

8

 

97.9

%

1,734

 

Las Vegas

 

290

 

288

 

2

 

99.3

%

1,229

 

Columbus

 

284

 

278

 

6

 

97.9

%

1,099

 

Tucson

 

209

 

203

 

6

 

97.1

%

855

 

Southeast FL

 

200

 

184

 

16

 

92.0

%

1,606

 

Totals

 

9,044

 

8,749

 

295

 

96.7

%

$

1,205

 

 

15



 

SILVER BAY REALTY TRUST CORP.

FINANCIAL AND OPERATING RESULTS OF SAME-HOME PORTFOLIO

(AMOUNTS IN THOUSANDS EXCEPT PROPERTY AND PER HOME DATA)

 

The following table summarizes the Company’s Same-Home portfolio financial results of 5,780 properties for the three months and years ended December 31, 2016 and 2015:

 

 

 

Three Months Ended December 31,

 

Year Ended December 31,

 

 

 

2016

 

2015

 

2016

 

2015

 

Same-Home total revenue

 

$

21,622

 

$

20,415

 

$

85,162

 

$

80,652

 

Same-Home property operating expenses:

 

 

 

 

 

 

 

 

 

Property operating and maintenance

 

3,828

 

4,048

 

16,399

 

16,249

 

Real estate taxes

 

2,733

 

2,727

 

11,846

 

11,079

 

Homeowners’ association fees

 

316

 

341

 

1,263

 

1,516

 

Property management

 

1,737

 

1,846

 

7,253

 

7,785

 

Same-Home property operating expenses

 

8,614

 

8,962

 

36,761

 

36,629

 

Same-Home NOI

 

$

13,008

 

$

11,453

 

$

48,401

 

$

44,023

 

Same-Home Core NOI Margin

 

60.7

%

56.8

%

57.3

%

55.2

%

 

The following table summarizes the Company’s Same-Home portfolio financial results, by quarter, for the trailing five quarters ended December 31, 2016:

 

 

 

Three Months Ended

 

 

 

December 31,
2016

 

September 30,
2016

 

June 30,
2016

 

March 31,
2016

 

December 31,
2015

 

Same-Home total revenue

 

$

21,622

 

$

21,426

 

$

21,246

 

$

20,868

 

$

20,415

 

Same-Home property operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Property operating and maintenance

 

3,828

 

4,459

 

3,990

 

4,122

 

4,048

 

Real estate taxes

 

2,733

 

3,091

 

3,024

 

2,998

 

2,727

 

Homeowners’ association fees

 

316

 

301

 

319

 

327

 

341

 

Property management

 

1,737

 

1,849

 

1,836

 

1,831

 

1,846

 

Same-Home property operating expenses

 

8,614

 

9,700

 

9,169

 

9,278

 

8,962

 

Same-Home NOI

 

$

13,008

 

$

11,726

 

$

12,077

 

$

11,590

 

$

11,453

 

Same-Home Core NOI Margin

 

60.7

%

55.3

%

57.2

%

56.1

%

56.8

%

Same-Home turnover

 

6.9

%

8.0

%

7.6

%

6.4

%

7.2

%

Days from move-out to move-in

 

41

 

35

 

38

 

52

 

54

 

Same-Home capital expenditures

 

$

1,160

 

$

1,340

 

$

1,639

 

$

1,400

 

$

1,791

 

Same-Home capital expenditures per home

 

$

201

 

$

232

 

$

284

 

$

242

 

$

310

 

 

16



 

SILVER BAY REALTY TRUST CORP.

FINANCIAL AND OPERATING RESULTS OF SAME-HOME PORTFOLIO

(AMOUNTS IN THOUSANDS EXCEPT PROPERTY AND PER HOME DATA)

 

The following table summarizes the occupancy status of the Company’s Same-Home portfolio as of December 31, 2016 and 2015:

 

 

 

Number of

 

Aggregate Occupancy Rate

 

Average Monthly Rent

 

 

 

Same-Home
Properties

 

December 31,
2016

 

December 31,
2015

 

December 31,
2016

 

December 31,
2015

 

% Change

 

Atlanta

 

1,050

 

96.4

%

95.9

%

$

1,243

 

$

1,192

 

4.3

%

Phoenix

 

1,422

 

97.7

%

94.6

%

1,143

 

1,101

 

3.8

%

Tampa

 

920

 

95.4

%

95.1

%

1,378

 

1,326

 

3.9

%

Charlotte

 

143

 

95.8

%

97.9

%

1,249

 

1,194

 

4.6

%

Orlando

 

280

 

96.4

%

97.5

%

1,322

 

1,265

 

4.5

%

Dallas

 

378

 

96.6

%

95.2

%

1,343

 

1,309

 

2.6

%

Jacksonville

 

301

 

96.3

%

95.7

%

1,160

 

1,119

 

3.7

%

Northern CA

 

381

 

97.9

%

97.4

%

1,734

 

1,610

 

7.7

%

Las Vegas

 

290

 

99.3

%

98.3

%

1,229

 

1,189

 

3.4

%

Columbus

 

284

 

97.9

%

97.2

%

1,099

 

1,072

 

2.5

%

Tucson

 

209

 

97.1

%

95.7

%

855

 

844

 

1.3

%

Southeast FL

 

122

 

88.5

%

90.2

%

1,634

 

1,589

 

2.8

%

Totals

 

5,780

 

96.7

%

95.7

%

$

1,264

 

$

1,216

 

3.9

%

 

17



 

SILVER BAY REALTY TRUST CORP.

DEFINITIONS AND RECONCILIATIONS OF FINANCIAL AND OPERATING MEASURES

(AMOUNTS IN THOUSANDS EXCEPT SHARE DATA)

(UNAUDITED)

 

Aggregate Investment in Real Estate. Aggregate investment in real estate includes all capitalized costs, determined in accordance with GAAP, incurred through December 31, 2016 for the acquisition, stabilization, and significant post-stabilization renovation of properties, including land, building, possession costs and renovation costs. Aggregate investment in real estate includes $21.6 million in capital improvements, incurred from the Company’s formation through December 31, 2016, made to properties that had been previously renovated, but does not include accumulated depreciation.

 

Average Monthly Rent. Average monthly rent is calculated as the average of the contracted monthly rent for occupied properties for an identified population as of period end and reflects rent concessions amortized over the life of the related lease.

 

Core Net Operating Income Margin (“Core NOI Margin”). Core NOI Margin is calculated by dividing net operating income by Core Revenue, which eliminates the impact of bad debt expense from both total revenue and property operating expenses.

 

Core Revenue. Core Revenue is calculated by subtracting bad debt expense from total revenue.

 

Days from Move-Out to Move-In. Days from move-out to move-in represents the number of days from past resident move-out date until a new resident moves into the same property.

 

Funds From Operations and Core Funds From Operations. Funds from operations (“FFO”) is a non-GAAP financial measure that the Company believes, when considered with the financial statements determined in accordance with GAAP, is helpful to investors in understanding its performance because it captures features particular to real estate performance by recognizing that real estate generally appreciates over time or maintains residual value to a much greater extent than do other depreciable assets. The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income (loss), computed in accordance with GAAP, excluding gains or losses from sales of, and impairment losses recognized with respect to, depreciable property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated on the same basis to determine FFO. In addition, the Company has adjusted net income (loss) for the income tax expense (benefit) on disposition of real estate.

 

Core funds from operations (“Core FFO”) is a non-GAAP financial measure that the Company uses as a supplemental measure of its performance. The Company believes that Core FFO is further helpful to investors as it provides a more consistent measurement of its performance across reporting periods by removing the impact of certain items that are not comparable from period to period. The Company adjusts FFO for expensed acquisition fees and costs, share-based compensation, severance and other, market ready costs prior to initial lease, write off expenses associated with changes in our debt structure, adjustments for derivative instruments, net, and certain other non-cash or non-comparable costs to arrive at Core FFO.

 

FFO and Core FFO should not be considered alternatives to net income (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. These non-GAAP measures are not necessarily indicative of cash available to fund future cash needs. In addition, although the Company uses these non-GAAP measures for comparability in assessing its performance against other REITs, not all REITs compute these non-GAAP measures in the same manner. Accordingly, there can be no assurance that the Company’s basis for computing these non-GAAP measures is comparable with that of other REITs. This is due in part to the differences in capitalization policies used by different companies and the significant effect these capitalization

 

18



 

policies have on FFO and Core FFO. Real estate costs incurred in connection with real estate operations which are accounted for as capital improvements are added to the carrying value of the property and depreciated over time, whereas real estate costs that are expenses are accounted for as a current period expense. This impacts FFO and Core FFO because costs that are accounted for as expenses reduce FFO and Core FFO. Conversely, real estate costs associated with assets that are capitalized and then subsequently depreciated are excluded from the calculation of FFO and Core FFO.

 

FFO and Core FFO are calculated on a gross basis and, as such, do not reflect adjustments for the noncontrolling interests - Operating Partnership.

 

19



 

The following table sets forth a reconciliation of the Company’s net income (loss) as determined in accordance with GAAP and its calculations of FFO and Core FFO for the three months and years ended December 31, 2016 and 2015. Also presented is information regarding the computation of FFO per share and Core FFO per share (amounts in thousands, except share and per share amounts):

 

 

 

Three Months Ended
December 31,

 

Year Ended December 31,

 

 

 

2016

 

2015

 

2016

 

2015

 

Net income (loss)

 

$

2,862

 

$

(798

)

$

(2,614

)

$

(9,952

)

Depreciation and amortization

 

9,353

 

10,115

 

37,291

 

35,189

 

Net gain on disposition of real estate

 

(4,499

)

(1,724

)

(10,657

)

(4,044

)

Impairment on real estate

 

601

 

49

 

1,105

 

95

 

Income tax expense (benefit) on disposition of real estate

 

(192

)

(941

)

623

 

(941

)

Other income

 

 

 

 

(285

)

FFO

 

8,125

 

6,701

 

25,748

 

20,062

 

 

 

 

 

 

 

 

 

 

 

Adjustments:

 

 

 

 

 

 

 

 

 

Portfolio acquisition expense (1)

 

403

 

18

 

526

 

2,064

 

Share-based compensation

 

658

 

718

 

2,667

 

2,613

 

Severance and other

 

 

 

1,977

 

 

Market ready costs prior to initial lease and other

 

 

 

 

169

 

Write-off of deferred financing fees

 

 

 

 

31

 

Adjustments for derivative instruments, net

 

(157

)

51

 

(44

)

51

 

Amortization of discount on securitization loan

 

76

 

76

 

301

 

301

 

Other expense (2)

 

(33

)

 

 

114

 

Core FFO

 

$

9,072

 

$

7,564

 

$

31,175

 

$

25,405

 

 

 

 

 

 

 

 

 

 

 

FFO

 

$

8,125

 

$

6,701

 

$

25,748

 

$

20,062

 

Preferred stock distributions

 

(25

)

(25

)

(100

)

(100

)

FFO available to common shares and units

 

$

8,100

 

$

6,676

 

$

25,648

 

$

19,962

 

 

 

 

 

 

 

 

 

 

 

Core FFO

 

$

9,072

 

$

7,564

 

$

31,175

 

$

25,405

 

Preferred stock distributions

 

(25

)

(25

)

(100

)

(100

)

Core FFO available to common shares and units

 

$

9,047

 

$

7,539

 

$

31,075

 

$

25,305

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares and units outstanding (3)(4)

 

37,758,743

 

38,300,709

 

37,891,605

 

38,441,510

 

FFO per share

 

$

0.21

 

$

0.17

 

$

0.68

 

$

0.52

 

Core FFO per share

 

$

0.24

 

$

0.20

 

$

0.82

 

$

0.66

 

 


(1)         Portfolio acquisition expense represents transaction costs incurred when acquiring properties that meet the definition of a business under the guidance codified in Codification Topic, Business Combinations (“ASC 805”), which must be expensed when incurred rather than capitalized into the basis of each property.

(2)         Non-comparable costs from prior periods.

(3)         Represents the weighted average of common shares and common units in the Operating Partnership outstanding for the periods presented.

(4)         Includes the effect of dilutive securities attributable to certain stock based awards meeting market conditions during the three months and year ended December 31, 2016.

 

20



 

FFO per share and Core FFO per share. FFO and Core FFO shares represents FFO and Core FFO divided by the weighted average of common shares and common units in the Operating Partnership for the periods presented and the effect of dilutive securities attributable to certain performance-based stock awards during periods when the performance conditions required under such performance awards are on pace to be achieved.

 

Generally Accepted Accounting Principles (“GAAP”). GAAP is defined in accordance with accounting principles generally accepted in the United States.

 

Net Operating Income and Same-Home Net Operating Income. The Company defines net operating income (“NOI”) as total revenue less property operating and maintenance, real estate taxes, homeowners’ association fees, and property management expenses. NOI excludes depreciation and amortization, portfolio acquisition expense, general and administrative expenses, share-based compensation, severance and other, interest expense, impairment of real estate, net gain on disposition of real estate, adjustments for derivative instruments, net, income tax expense (benefit), net and other non-comparable items as applicable. The Company considers NOI to be a meaningful financial measure when considered with the financial statements determined in accordance with GAAP. The Company believes NOI is helpful to investors in understanding the core performance of its real estate operations without regard to items excluded from the calculation of such measure, which can vary substantially from company to company depending upon accounting methods, book value of assets, capital structure and the method by which assets were acquired, among other factors.

 

The Company believes Same-Home NOI is a useful measure of performance because the population of properties in this analysis is consistent from period to period, thereby eliminating the effects of changes in the composition of the portfolio.

 

21



 

The following is a reconciliation of NOI and Same-Home NOI to net loss as determined in accordance with GAAP for the years ended December 31, 2016 and 2015 (amounts in thousands):

 

 

 

Year Ended December 31,

 

 

 

2016

 

2015

 

Net loss

 

$

(2,614

)

$

(9,952

)

Depreciation and amortization

 

37,291

 

35,189

 

Portfolio acquisition expense

 

526

 

2,064

 

General and administrative

 

14,457

 

15,915

 

Share-based compensation

 

2,667

 

2,613

 

Severance and other

 

1,977

 

 

Interest expense

 

26,113

 

21,275

 

Impairment of real estate

 

1,105

 

95

 

Net gain on disposition of real estate

 

(10,657

)

(4,044

)

Adjustments for derivative instruments, net

 

(44

)

51

 

Other expense

 

1,211

 

288

 

Income tax expense (benefit), net

 

969

 

(758

)

Property operating and maintenance add back:

 

 

 

 

 

Market ready costs prior to initial lease and other

 

 

169

 

NOI

 

73,001

 

62,905

 

Less non-Same-Home

 

 

 

 

 

Total revenue

 

(41,473

)

(33,042

)

Property operating expenses

 

16,873

 

14,160

 

Same-Home NOI

 

$

48,401

 

$

44,023

 

 

 

 

 

 

 

Calculation of aggregate Core NOI Margin

 

 

 

 

 

Total revenue

 

$

126,635

 

$

113,694

 

Less bad debt expense

 

(1,002

)

(1,426

)

Core Revenue

 

$

125,633

 

$

112,268

 

Core NOI Margin

 

58.1

%

56.0

%

 

 

 

 

 

 

Calculation of Same-Home Core NOI Margin

 

 

 

 

 

Same-Home total revenue

 

$

85,162

 

$

80,652

 

Less Same-Home bad debt expense

 

(742

)

(959

)

Same-Home Core Revenue

 

$

84,420

 

$

79,693

 

Same-Home Core NOI Margin

 

57.3

%

55.2

%

 

22



 

The following is a reconciliation of NOI and Same-Home NOI to net income (loss) as determined in accordance with GAAP, by quarter, for the trailing five quarters ended December 31, 2016 (amounts in thousands):

 

 

 

Three Months Ended

 

 

 

December 31,
2016

 

September 30,
2016

 

June 30,
2016

 

March 31,
2016

 

December 31,
2015

 

Net income (loss)

 

$

2,862

 

$

(1,665

)

$

(222

)

$

(3,589

)

$

(798

)

Depreciation and amortization

 

9,353

 

9,243

 

9,329

 

9,366

 

10,115

 

Portfolio acquisition expense

 

403

 

123

 

 

 

18

 

General and administrative

 

3,353

 

3,514

 

3,737

 

3,853

 

3,991

 

Share-based compensation

 

658

 

661

 

776

 

572

 

718

 

Severance and other

 

 

310

 

 

1,667

 

 

Interest expense

 

7,020

 

6,589

 

6,292

 

6,212

 

5,968

 

Impairment of real estate

 

601

 

255

 

190

 

59

 

49

 

Net gain on disposition of real estate

 

(4,499

)

(2,417

)

(2,456

)

(1,285

)

(1,724

)

Adjustments for derivative instruments, net

 

(157

)

113

 

 

 

51

 

Other expense

 

272

 

398

 

270

 

271

 

270

 

Income tax (benefit) expense, net

 

(133

)

424

 

211

 

467

 

(905

)

NOI

 

19,733

 

17,548

 

18,127

 

17,593

 

17,753

 

Less non-Same-Home

 

 

 

 

 

 

 

 

 

 

 

Total revenue

 

(10,828

)

(10,135

)

(10,242

)

(10,268

)

(10,226

)

Property operating expenses

 

4,103

 

4,313

 

4,192

 

4,265

 

3,926

 

Same-Home NOI

 

$

13,008

 

$

11,726

 

$

12,077

 

$

11,590

 

$

11,453

 

 

 

 

 

 

 

 

 

 

 

 

 

Calculation of aggregate Core NOI Margin

 

 

 

 

 

 

 

 

 

 

 

Total revenue

 

$

32,450

 

$

31,561

 

$

31,488

 

$

31,136

 

$

30,641

 

Less bad debt expense

 

(328

)

(269

)

(132

)

(273

)

(405

)

Core Revenue

 

$

32,122

 

$

31,292

 

$

31,356

 

$

30,863

 

$

30,236

 

Core NOI Margin

 

61.4

%

56.1

%

57.8

%

57.0

%

58.7

%

 

 

 

 

 

 

 

 

 

 

 

 

Calculation of Same-Home Core NOI Margin

 

 

 

 

 

 

 

 

 

 

 

Same-Home total revenue

 

$

21,622

 

$

21,426

 

$

21,246

 

$

20,868

 

$

20,415

 

Less Same-Home bad debt expense

 

(205

)

(218

)

(117

)

(202

)

(262

)

Same-Home Core Revenue

 

$

21,417

 

$

21,208

 

$

21,129

 

$

20,666

 

$

20,153

 

Same-Home Core NOI Margin

 

60.7

%

55.3

%

57.2

%

56.1

%

56.8

%

 

Neither NOI nor Same-Home NOI should be considered an alternative to net income (loss) or net cash flows from operating activities, as determined in accordance with GAAP, as indications of its performance or as measures of liquidity. Although the Company uses these non-GAAP measures for comparability in assessing its performance against other REITs, not all REITs compute these non-GAAP measures in the same manner. Accordingly, there can be no assurance that the basis for computing these non-GAAP measures is comparable with that of other REITs.

 

Occupancy. Occupancy is defined as the number of occupied properties for an identified population as of the last day of the period divided by the comparative property set.

 

23



 

Retention Rate. Retention rate refers to the number of residents the Company retains from an identified group of properties with lease expirations (including month-to-month leases) in a specified period. Retention rate is calculated by dividing the number of residents in such an identified pool that remain in our properties by the total number of properties in such pool.

 

Same-Home Properties. The Company defines Same-Home properties as those properties (1) that it had stabilized and for which it had completed the initial renovation as of January 1, 2015 and (2) that it held in operations throughout the full periods presented in both 2015 and 2016. Same-Home properties exclude properties classified as held for sale and properties taken out of service as a result of a casualty loss.

 

Stabilized Property. The Company considers a property stabilized at the earlier of (1) its first authorized occupancy or (2) 90 days after the renovations for such property are complete, regardless of whether the property is leased. Properties acquired with in-place leases are considered stabilized even though such properties require a future initial renovation to meet the Company’s standards and may have existing residents who would not otherwise meet the resident screening requirements.

 

Total Properties. Total properties exclude properties reflected as assets held for sale on the Company’s condensed consolidated balance sheets.

 

Turnover Rate. Turnover rate is defined as the number of instances that properties in an identified pool become un-occupied over a specific period of time, divided by the number of properties in stabilized status in such identified population.

 

Weighted Average Common Shares and Units Outstanding. Below is a reconciliation from the Company’s weighted average shares outstanding for net income and FFO and Core FFO purposes:

 

 

 

Three Months Ended December 31,

 

Year Ended December 31,

 

 

 

2016

 

2015

 

2016

 

2015

 

Weighted average common shares outstanding - basic

 

35,380,056

 

36,069,198

 

35,557,636

 

36,209,999

 

Operating Partnership units (1)

 

2,231,511

 

2,231,511

 

2,231,511

 

2,231,511

 

Performance-based stock awards (2)

 

147,176

 

 

102,458

 

 

Total common shares and units - diluted

 

37,758,743

 

38,300,709

 

37,891,605

 

38,441,510

 

 


(1)         Represents the weighted average of common shares and common units in the Operating Partnership outstanding for the periods presented.

(2)         Includes the effect of dilutive securities attributable to certain stock based awards meeting market conditions during the three months and year ended December 31, 2016.

 

24