EX-99.2 4 ex-992unauditedproformafin.htm EXHIBIT 99.2 EX-99.2 Unaudited Pro Forma Financial Information


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.

9




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.



10




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.

11




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.

12