Form 8-K Starwood Waypoint Reside For: Feb 27

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 27, 2015

 

 

Starwood Waypoint Residential Trust

(Exact name of registrant as specified in its charter)

 

 

 

Maryland		001-36163		80-6260391
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
1999 Harrison Street Oakland, CA				94612
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number,

including area code:

(510) 250-2200

Not Applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 2.02.

Results of Operations and Financial Condition.

On February 27, 2015, Starwood Waypoint Residential Trust (the “Company”) issued a press release containing financial results of the Company and a quarterly financial supplement containing financial and property information of the Company for the fiscal year and quarter ended December 31, 2014. A copy of the press release is attached as Exhibit 99.1 hereto and a copy of the quarterly financial supplement is attached as Exhibit 99.2 hereto and are each incorporated herein by reference.

The information included in this Current Report on Form 8-K (including Exhibits 99.1 and 99.2 hereto) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be set forth by specific reference in such filing.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

99.1		Press Release, dated February 27, 2015.
99.2		Quarterly financial supplement, dated as of February 27, 2015.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				STARWOOD WAYPOINT RESIDENTIAL TRUST
Dated: February 27, 2015				By:		/s/ Tamra D. Browne
				Name:		Tamra D. Browne
				Title:		General Counsel and Secretary

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Exhibit Index

 

99.1		Press Release, dated February 27, 2015.
99.2		Quarterly financial supplement, dated as of February 27, 2015.

Exhibit 99.1

 

STARWOOD WAYPOINT RESIDENTIAL TRUST ANNOUNCES

FOURTH QUARTER AND FULL-YEAR 2014 FINANCIAL AND OPERATING RESULTS

- Core FFO Increased 175% Sequentially to $0.44 per Share -

- Increased Lease Percentage of Total Rental Home Portfolio to 83.8% -

- Closed First Securitization Transaction, Raising $502.5 Million –

- Achieved Full-Year Stabilized NOI Margin of 64.2% -

Oakland, California (February 27, 2015) – Starwood Waypoint Residential Trust (NYSE: SWAY) (the “Company”), a leading single-family rental (“SFR”) real estate investment trust (“REIT”), today announced its operating and financial results for the fourth quarter 2014.

Fourth Quarter 2014 Highlights

 

•

Core Funds From Operations (“Core FFO”) was $16.8 million, or $0.44 per share, an increase of 175% over the prior quarter

 

•

Net Operating Income (“NOI”) Margin on the stabilized home portfolio was 62.8%

 

•

The lease percentage of the overall home portfolio increased to 83.8% at December 31, 2014 from 81.8% at September 30, 2014

 

•

Acquired 995 homes for an average estimated total investment of $182.0 million including estimated renovation costs

 

•

Closed a $502.5 million securitization transaction at a weighted average blended interest rate of LIBOR plus 237 basis points

 

•

Declared a dividend of $0.14 per common share, which will be paid on April 15, 2015 to shareholders of record on March 31, 2015

Full Year 2014 Highlights

 

•

Grew Core FFO to $0.44 per share in Fourth Quarter 2014 from ($0.14) per share in First Quarter 2014

 

•

Achieved 64.2% stabilized NOI margin for the 12 months ending December 31, 2014

 

•

Invested $1.0 billion to acquire 6,270 homes and $532.6 million to acquire 3,735 non-performing loans (“NPLs”)

 

•

Increased the lease percentage of the total rental home portfolio to 83.8% at December 31, 2014 from 46.2% at December 31, 2013

 

•

Increased the leased percentage of homes owned 180 days or longer to 93.4% at December 31, 2014 from 65.1% at December 31, 2013

“Our strong results cap a year of tremendous growth for Starwood Waypoint,” stated Gary Beasley, the Company’s Co-Chief Executive Officer. “After starting 2014 as a newly public company, we closed $2.4 billion in capital market transactions including a $502.5 million securitization, acquired $1.5 billion of assets, and initiated a dividend fully supported by our stabilized home portfolio. Today we are operating at an efficient scale in markets with some of the strongest economic outlooks in the U.S., positioning us well to maximize returns on our invested capital.”

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Added Doug Brien, Co-Chief Executive Officer, “Our full-year stabilized NOI margin of 64.2%, achieved as we more than doubled our portfolio of homes with essentially the same full-time headcount during the year, reflects the talent and dedication of our team and the benefits of our vertically-integrated platform.”

Fourth Quarter 2014 Financial Results

Core FFO after adjusting for non-comparable items was $16.8 million, or $0.44 per share, during fourth quarter 2014 compared to $6.3 million, or $0.16 per share, as reported in third quarter 2014, a 175% increase in Core FFO per share quarter over quarter. FFO was $10.2 million or $0.27 per share during fourth quarter 2014 compared to $2.5 million, or $0.07 per share, in the previous quarter.

The Company generated total revenues of $47.8 million for the fourth quarter of 2014, compared to $39.2 million for the third quarter of 2014. The increase in revenues resulted from significant growth in the Company’s stabilized portfolio of homes during the quarter and gains on the Company’s NPL portfolio. The Company’s net loss attributable to Starwood Waypoint Residential Trust shareholders was $9.6 million, or ($0.25) per share. This compares to a net loss of $6.7 million for the third quarter of 2014, or ($0.17) per share.

For the Company’s stabilized SFR portfolio, total revenue as adjusted increased by $6.9 million, or 23%, to $37.5 million during fourth quarter 2014. Property operating expenses on the stabilized SFR portfolio were $14.6 million. As a result, NOI for the stabilized portfolio increased by $2.8 million, or 14%, to $22.9 million, for a stabilized portfolio NOI margin of 62.8%.

Full Year 2014 Financial Results

Core FFO after adjusting for non-comparable items was $20.3 million, or $0.53 per share, for the year ended December 31, 2014 compared to ($14.1) million, or ($0.36) per share, as reported for the previous year. FFO was ($1.9) million or ($0.05) per share for the year ended December 31, 2014 compared to ($17.4) million, or ($0.44) per share, in the previous year.

The Company generated total revenues of $142.9 million for the year ended December 31, 2014, compared to $30.9 million as reported for the previous year. The Company’s net loss attributable to Starwood Waypoint Residential Trust shareholders was $43.7 million, or ($1.13) per share. This compares to a net loss of $23.4 million for the year ended December 31, 2013, or ($0.60) per share.

For the Company’s stabilized SFR portfolio, total revenue as adjusted was $105.8 million for the year ended December 31, 2014. Property operating expenses on the stabilized SFR portfolio were $40.2 million. As a result, NOI for the stabilized portfolio was $65.6 million, for a stabilized portfolio NOI margin of 64.2%.

 

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Rental Home Portfolio

The following table summarizes key portfolio statistics for the four quarters of 2014:

Rental Home Portfolio

 

		December 31, 2014				September 30, 2014				June 30, 2014				March 31, 2014
Total Rental Portfolio			11,417				10,428				9,122				7,204
% Leased			83.8	%			81.8	%			77.5	%			76.6	%
Stabilized Homes			9,754				8,625				7,076				5,142
% Leased			95.6	%			95.7	%			95.0	%			96.4	%
Homes Owned 180 Days or Longer			9,066				7,268				5,909				4,899
% Leased			93.4	%			94.2	%			94.9	%			90.4	%
Homes 90 Days Past Rent Ready			7,865				6,669				5,545				4,525
% Leased			98.6	%			99.0	%			98.8	%			96.3	%

During the fourth quarter 2014, the Company acquired 995 homes for an aggregate estimated total investment of $180.9 million, or approximately $182,000 per home after including estimated investment costs for renovation.

NPL Portfolio

At December 31, 2014, the Company owned 4,389 first lien NPLs at a total purchase price of $610.3 million, representing 65.5% of BPO. This compares to 4,695 first lien NPLs owned at September 30, 2014. The decrease in first lien NPLs is primarily due to resolutions.

The Company successfully resolved 345 NPLs during the fourth quarter 2014 compared to 271 NPLs resolved during third quarter 2014. For the full-year ended December 31, 2014, the Company resolved 962 NPLs. Since inception, the Company has resolved 1,970 NPLs.

For the full year ended December 31, 2014, the 239 NPLs resolved and classified as “Performing” achieved a current yield of 9.8%. To date, no Performing NPLs have been sold. The Company is ahead of its expectations for projected returns on its NPL portfolio, anticipating unleveraged returns in the low-to-mid teens and levered returns in the mid-to-high teens on its NPL book.

Balance Sheet and Financial Activity

At December 31, 2014, the Company had $1.8 billion of debt obligations, with a weighted average interest rate of 3.06%, and weighted average term to maturity of 3.5 years.

In April, the Company’s board of trustees authorized a share repurchase program. Under the program, the Company may purchase up to $150 million of its common shares beginning April 17, 2014 and ending April 17, 2015. Through December 31, 2014, the Company has repurchased approximately 1.3 million of its common shares for a total purchase price of $34.3 million.

In October, the Company issued and sold $172.5 million of 4.50% Convertible Senior Notes due 2017.

 

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In December, the Company closed on its first securitization transaction. The transaction involved the issuance and sale of SFR pass-through certificates that represent beneficial ownership interests in a floating rate loan secured by mortgages on 4,081 SFR properties and a pledge of equity in the borrower. The Company issued $502.5 million of certificates at a weighted average blended interest rate of LIBOR plus 237 basis points. The loan has a two-year term with three one-year extensions at the option of the borrower. The proceeds from the securitization transaction were used to reduce the Company’s cost of capital and for general corporate purposes including acquisitions.

At December 31, 2014, estimated net asset value (“NAV”) was $32.53 per share as compared to $32.45 per share at September 30, 2014, an increase of 0.2% from the prior quarter. The Company’s book value was $28.58 per share as of December 31, 2014, an increase of 0.4% from the prior quarter.

As of December 31, 2014, the Company had approximately $755.1 million of unrestricted cash and undrawn capacity on its credit facilities.

Subsequent Events

In January 2015, the Company sold 171 NPLs for a purchase price of $31.4 million.

Dividend

On February 24, 2015, the Company’s Board of Trustees declared a dividend of $0.14 per common share, which will be paid on April 15, 2015 to shareholders of record on March 31, 2015.

2015 Initial Guidance

For 2015, the Company anticipates stabilized SFR NOI margins to trend in the low to mid 60s, the leased percentage on the stabilized portfolio to normalize in the mid-90s and resident turnover running near historical levels averaging around 30 percent per year. The Company expects to deploy approximately $100 to $150 million in the first quarter, largely focused on SFR purchases.

This guidance reflects the Company’s expectations on (i) existing investments and (ii) yield on incremental investments inclusive of the Company’s existing pipeline. This guidance does not reflect any impact which may result from capital markets activities or incremental acquisitions beyond the first quarter 2015 that have been provided. All guidance is based on current expectations of future economic conditions, the dynamics of the commercial real estate markets in which it operates and the judgment of the Company’s management team.

2015 Annual Meeting

The Company will hold its 2015 Annual Meeting of Shareholders on Wednesday, May 6, 2015 at 1:00 P.M. Pacific Time in Oakland, California. Shareholders of record of the Company’s Common Shares as of the close of business on March 13, 2015 will be entitled to vote at the Annual Meeting. The meeting will be held in the Company’s corporate office located at 1999 Harrison Street, Oakland, California 94612.

 

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Other Matters

Management is scheduled to participate in a question and answer session at Citi’s Global Property CEO Conference on March 4, 2015. Management may discuss the Company’s current operating environment, operating trends, acquisition activity, financial outlook, portfolio strategy and other business and financial matters affecting the Company. Details on how to access a webcast of the Company’s question and answer session will be available in advance of the conference event on the Company’s website at www.starwoodwaypoint.com.

Fourth Quarter 2014 Conference Call

A conference call is scheduled on Friday, February 27, 2015, at 10:00 a.m. Eastern Time to discuss the Company’s financial results for the quarter ended December 31, 2014 and for the full year 2014. The domestic dial-in number is 1-877-705-6003 (for U.S. and Canada) and the international dial-in number is 1- 201-493-6725 (passcode not required). An audio webcast may be accessed at www.starwoodwaypoint.com, in the investor relations section. A replay of the call will be available through March 27, 2015, and can be accessed by calling 1-877-870-5176 (U.S. and Canada) or 1-858-384-5517 (international), replay pin number 13597644, or by using the link at www.starwoodwaypoint.com, in the investor relations section.

Additional information

A copy of the Fourth Quarter 2014 Supplemental Information Package and this press release are available on our website at www.starwoodwaypoint.com. This information has also been furnished to the SEC in a Current Report on Form 8-K.

About Starwood Waypoint Residential Trust

Starwood Waypoint Residential Trust (NYSE: SWAY) is one of the largest publicly traded owners and operators of SFR homes in the United States. Partnered with Starwood Capital Group, a leading private investment firm with a core focus on global real estate, Starwood Waypoint Residential Trust 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. The Company also invests in NPLs, and works with interested and qualified borrowers to find solutions to keep them in their homes. Starwood Waypoint Residential Trust is Reinventing Renting™ by 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.starwoodwaypoint.com.

Forward-Looking Statements

The statements herein that are not historical facts are forward-looking statements within the meaning of 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 “anticipates,” “expects,” “intends,” “will,” “could,” “believes,” “estimates,” “continue,” and similar expressions. Forward-looking statements are based on certain assumptions, discuss future expectations, describe future plans and strategies, contain financial and operating projections or state other forward-looking information. Our ability to predict results or the actual effect of future events, actions, plans or strategies is inherently uncertain. Although we believe that the expectations reflected in such forward- looking statements are based on reasonable assumptions, our actual results and performance could differ

 

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materially from those set forth in, or implied by, the forward-looking statements. Factors that could materially and adversely affect our business, financial condition, liquidity, results of operations and prospects, as well as our ability to make distributions to our shareholders, include, but are not limited to: expectations regarding the timing of generating revenues; changes in our 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; events or circumstances that undermine confidence in the financial markets or otherwise have a broad impact on financial markets; 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 our investment objective and business and growth strategies; the impact of changes to the supply of, value of and the returns on distressed and non-performing residential mortgage loans; our ability to convert the homes and distressed and non-performing residential mortgage loans we acquire into rental homes generating attractive returns; our ability to successfully modify or otherwise resolve distressed and non-performing residential mortgage loans; our ability to lease or re-lease our 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; our ability to manage our portfolio of rental homes; the concentration of credit risks to which we are exposed; the availability, terms and deployment of short-term and long-term capital; the adequacy of our cash reserves and working capital; our relationships with Starwood Capital Group and our manager and their ability to retain qualified personnel; potential conflicts of interest; unanticipated increases in financing and other costs; our expected leverage; changes in governmental regulations, tax laws and rates and similar matters; limitations imposed on our business and our ability to satisfy complex rules in order for us to qualify as a REIT for U.S. federal income tax purposes; and estimates relating to our ability to make distributions to our 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 us with the Securities and Exchange Commission from time to time. Furthermore, except as required by law, we are under no duty to, and we do not intend to, update any of our forward-looking statements appearing herein, whether as a result of new information, future events or otherwise.

 

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STARWOOD WAYPOINT RESIDENTIAL TRUST

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

 

		December 31,				December 31,
		2014				2013
ASSETS
Investments in real estate
Land		$	359,889			$	140,076
Building and improvements			1,619,622				604,839
Total investment in properties			1,979,511				744,915
Less: accumulated depreciation			(41,563	)			(5,730	)
Investment in real estate properties, net			1,937,948				739,185
Real estate held for sale, net			32,102				10,168
Total investments in real estate, net			1,970,050				749,353
Non-performing loans			125,488				214,965
Non-performing loans held for sale			26,911				—
Non-performing loans (fair value option)			491,790				—
Resident and other receivables, net			17,270				1,261
Cash and cash equivalents			175,198				44,613
Restricted cash			50,749				3,331
Deferred financing costs, net			34,160				—
Asset-backed securitization certificates			26,553				—
Other assets			17,994				4,885
Total assets		$	2,936,163			$	1,018,408
LIABILITIES AND EQUITY
Liabilities:
Credit facilities		$	895,488			$	—
Asset-backed securitization, net			526,816				—
Convertible senior notes, net			363,110				—
Accounts payable and accrued expenses			52,457				22,434
Resident security deposits and prepaid rent			17,857				3,918
Total liabilities			1,855,728				26,352
Equity:
Preferred shares, $0.01 par value - 100,000,000 authorized; none issued and outstanding as of December 31, 2014 and 2013			—				—
Common shares, $0.01 par value - 500,000,000 authorized; 37,778,663 issued and outstanding as of December 31, 2014, and 1,000 issued and outstanding as of December 31, 2013			378				—
Additional paid-in capital			1,133,239				1,018,267
Accumulated deficit			(53,723	)			(27,848	)
Accumulated other comprehensive loss			(70	)			—
Total Starwood Waypoint Residential Trust equity			1,079,824				990,419
Non-controlling interests			611				1,637
Total equity			1,080,435				992,056
Total liabilities and equity		$	2,936,163			$	1,018,408

 

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STARWOOD WAYPOINT RESIDENTIAL TRUST

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)

 

		Three Months Ended December 31,								Twelve Months Ended December 31,
		2014				2013				2014				2013
		(Unaudited)
Revenues
Rental revenues		$	37,097			$	7,375			$	104,830			$	16,793
Other property revenues			1,073				131				3,581				311
Realized gain on non-performing loans, net			2,629				2,248				9,770				5,139
Realized gain on loan conversions, net			6,994				5,303				24,682				8,624
Total revenues			47,793				15,057				142,863				30,867
Expenses
Property operating and maintenance			8,633				8,457				31,252				13,541
Real estate taxes and insurance			9,592				2,660				22,346				5,049
Mortgage loan servicing costs			11,020				2,294				28,959				6,065
Non-performing loan management fees and expenses			3,150				1,098				10,944				3,378
General and Administrative			4,866				6,101				19,307				16,758
Share-based compensation			3,898				—				8,458				—
Investment management fees			4,825				—				16,097				—
Separation costs			—				1,750				3,543				2,652
Acquisition fees expensed and other expenses			637				—				1,301				588
Interest expense, including amortization			16,633				—				35,223				—
Depreciation and amortization			19,918				2,865				41,872				6,115
Finance related expenses and write-off of loan costs			940				—				7,715				—
Impairment of real estate			171				849				2,579				1,174
Total expenses			84,283				26,074				229,596				55,320
Loss before other income, income tax expense and non-controlling interests			(36,490	)			(11,017	)			(86,733	)			(24,453	)
Other income (expense)
Realized (loss) gain on sales of investments in real estate, net			(148	)			584				(224	)			1,221
Unrealized gain on non-performing loans, net			27,247				—				44,593				—
Loss on derivative financial instruments, net			(132	)			—				(706	)			—
Total other income (expense)			26,967				584				43,663				1,221
Loss before income tax expense and non-controlling interests			(9,523	)			(10,433	)			(43,070	)			(23,232	)
Income tax expense			(44	)			85				460				252
Net loss			(9,479	)			(10,518	)			(43,530	)			(23,484	)
Net (income) loss attributable to non-controlling interests			(79	)			65				(165	)			60
Net loss attributable to Starwood Waypoint Residential Trust shareholders		$	(9,558	)		$	(10,453	)		$	(43,695	)		$	(23,424	)
Weighted average shares outstanding - basic and diluted			37,860,335				39,110,969				38,623,893				39,110,969
Net loss per commons hare
Basic and diluted		$	(0.25	)		$	(0.27	)		$	(1.13	)		$	(0.60	)
Dividends declared and paid per common share		$	0.14			$	—			$	0.28			$	—

Definitions of Non-GAAP Financial Measures

FFO and Core FFO

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”) as net income or loss (computed in accordance with accounting principles generally accepted in the United States (“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.

 

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We believe that FFO is a meaningful supplemental measure of the operating performance of our single-family home business because historical cost accounting for real estate assets in accordance with GAAP assumes that the value of real estate assets diminishes predictably over time, as reflected through depreciation. Because real estate values have historically risen or fallen with market conditions, management considers FFO an appropriate supplemental performance measure because it excludes historical cost depreciation, as well as gains or losses related to sales of previously depreciated homes, from GAAP net income. By excluding depreciation and gains or losses on sales of real estate, management uses FFO to measure returns on its investments in real estate assets. However, because FFO excludes depreciation and amortization and captures neither the changes in the value of the homes that result from use or market conditions nor the level of capital expenditures to maintain the operating performance of the homes, all of which have real economic effect and could materially impact our results from operations, the utility of FFO as a measure of our performance is limited.

We believe that Core FFO is a meaningful supplemental measure of our operating performance for the same reasons as FFO and adjusting for non-routine items that when excluded allows for more comparable periods. Our Core FFO begins with FFO as defined by the NAREIT White Paper and is adjusted for: share-based compensation, non-recurring costs associated with the separation, 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.

Management also believes that FFO/Core FFO, combined with the required GAAP presentations, is useful to investors in providing more meaningful comparisons of the operating performance of a company’s real estate between periods or as compared to other companies. FFO/Core FFO does not represent net income or cash flows from operations as defined by GAAP and is not intended to indicate whether cash flows will be sufficient to fund cash needs. It 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. Our FFO/Core FFO may not be comparable to the FFO of other REITs due to the fact that not all REITs use the NAREIT or similar Core FFO definition. For a reconciliation of FFO and Core FFO to net loss attributable to Starwood Waypoint Residential Trust shareholders determined in accordance with GAAP, please see below.

 

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STARWOOD WAYPOINT RESIDENTIAL TRUST

FFO AND CORE FFO

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

 

		Three Months Ended December 31,								Twelve Months Ended December 31,
		2014				2013				2014				2013
Reconciliation of net loss to FFO
Net loss attributable to Starwood Waypoint Residential Trust shareholders		$	(9,558	)		$	(10,453	)		$	(43,695	)		$	(23,424	)
Add (deduct) adjustments to net loss to get to FFO:
Depreciation and amortization on real estate assets			19,918				2,865				41,872				6,115
Impairment on depreciated real estate investments			—				—				15				—
Gain on sales of previously depreciated investments in real estate			(253	)			—				(280	)			—
Non-controlling interests			79				(65	)			165				(60	)
Subtotal - FFO			10,186				(7,653	)			(1,923	)			(17,369	)
Add (deduct) adjustments to FFO to get to Core FFO:
Share-based compensation			3,898				—				8,458				—
Separation costs			—				1,750				3,543				2,652
Acquisition fees and other expenses			637				—				1,301				588
Write-off of loan costs			—				—				5,032				—
Loss on derivative financial instruments, net			132				—				706				—
Amortization of derivative financial instruments cost			(90	)			—				(221	)			—
Severance expense			—				—				355				—
Non-cash interest expense related to amortization on convertible senior notes			1,998				—				3,046				—
Core FFO		$	16,761			$	(5,903	)		$	20,297			$	(14,129	)
Core FFO per share		$	0.44			$	(0.15	)		$	0.53			$	(0.36	)
Dividends declared and paid per common share		$	0.14			$	—			$	0.28			$	—
Weighted average shares - basic and diluted			37,860,335				39,110,969				38,623,893				39,110,969

Estimated NAV

We define Estimated NAV as the estimated value of all assets net of liabilities. To calculate the Estimated NAV, the historical net investments in real estate and NPLs at carrying value are deducted from total shareholders’ equity and the Estimated SFR Value and NPL Value are added (see table below). The costs of selling properties in the portfolio, including commissions and other related costs are not deducted for the purpose of calculating the Estimated SFR Value and Estimated NAV. Further, future promoted interests on the NPL portfolio are not deducted for the purpose of calculating Estimated SFR & NPL Value and Estimated NAV. We consider Estimated NAV to be an appropriate supplemental measure as it illustrates the estimated imbedded value in our SFR portfolio and NPL portfolio that is carried on our balance sheet primarily at cost. The Estimated SFR Value, Estimated NPL Value and Estimated NAV are non-GAAP financial measures. However, they are provided for informational purposes to be used by investors in assessing the value of the assets. A reconciliation of total shareholders’ equity to Estimated NAV is provided below.

 

10

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STARWOOD WAYPOINT RESIDENTIAL TRUST

ESTIMATED NAV

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

 

		December 31, 2014
		Amount				Per Share
Investments in real estate properties, gross		$	1,979,511			$	52.40
Less: accumulated depreciation			(41,563	)			(1.10	)
Add: real estate held for sale, net			32,102				0.85
Investments in real estate, net			1,970,050				52.15
Add: increase in estimated fair value of investments in real estate			310,338				8.21
Less: estimated renovation reserve			(204,688	)			(5.42	)
Estimated SFR Value			2,075,700				54.94
Non-performing loans			125,488				3.32
Non-performing loans held for sale			26,911				0.71
Non-performing loans (fair value option)			491,790				13.02
Add: increase in estimated fair value of non-performing loans			83,146				2.20
Estimated NPL Value			727,335				19.25
Estimated SFR & NPL Value		$	2,803,035			$	74.19
Total shareholders’ equity		$	1,079,824			$	28.58
Less: unamortized debt discount on convertible senior notes			(39,390	)			(1.04	)
Less: investments in real estate, net			(1,970,050	)			(52.15	)
Less: non-performing loans			(125,488	)			(3.32	)
Less: non-performing loans held for sale			(26,911	)			(0.71	)
Less: non-performing loans (fair value option)			(491,790	)			(13.02	)
Add: estimated SFR & NPL value			2,803,035				74.19
Estimated NAV		$	1,229,230			$	32.53
Number of Shares							37,778,663

These metrics should be considered along with other available information in valuing and assessing us, including our GAAP financial measures and other cash flow and yield metrics. These metrics should not be viewed as a substitute for book value, net investments in real estate, equity, net income or cash flows from operations prepared in accordance with GAAP, or as measures of profitability or liquidity. Further, not all REITs compute same non-GAAP measure, therefore, there can be no assurance that our basis for computing this non-GAAP measure is comparable with that of other REITs.

Certain terms as used in this earnings release are defined and further explained in the fourth quarter 2014 “Supplemental Operating & Financial Data” section of the full earnings release available on the Company’s website at www.starwoodwaypoint.com.

 

11

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Contact:

Investor Relations

John Christie

Phone: 510-982-5470

Email: [email protected]

Media Relations

Jason Chudoba

Phone: 646-277-1249

Email: [email protected]

 

12

Exhibit 99.2

 

 

Exhibit 99.1

Fourth Quarter 2014

Supplemental Operating & Financial Data

Starwood Waypoint Residential Trust (“SWAY”) acquires, renovates, leases, maintains and manages single family homes.

We also invest in non-performing loans to supplement growth and seek optimal resolutions for each loan.

Our mission is to reinvent the home rental experience by providing quality homes, great service and rewarding lease programs that offer valuable benefits to our residents while generating attractive returns for our investors.

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Table of Contents

Pages

ABOUT SWAY 1-8

FINANCIAL INFORMATION

Selected Financial & Other Information 9

Consolidated Balance Sheets 10

Consolidated Statements of Operations 11

FFO & Core FFO 12

NOI 13

CAPITAL MARKETS 14

PORTFOLIO INFORMATION

Total Rental Homes Portfolio 15

Leasing Statistics 16

NPL Portfolio 17

TRANSACTION ACTIVITY 18

DEFINITIONS AND RECONCILIATIONS 19-21

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ABOUT SWAY

Q4 2014 Highlights

Robust FFO Growth

Capital Markets

Acquiring SFRs Resolving NPLs

Maintaining

Solid Lease

Rates

Core funds from operations (“FFO”) of $0.44 per share in Q4 represents a 175% increase over $0.16 per share reported in Q3(1)

Achieved Q4 stabilized portfolio net operating income (“NOI”) margin of 62.8%

Dividend of $0.14 per share fully-supported by Core FFO from stabilized SFR portfolio(2)

Closed $502.5 million securitization (LIBOR plus 237 bps)

Issued $172.5 million in a second convertible note offering at 4.50% coupon

Acquired 995 single-family rental (“SFR”) homes for approximately $181 million at gross yield of 10.8% (inclusive of acquisition and actual & expected renovation costs)(3) Modified 102 performing loans at 9.4% current yield(4) Resolved 115 NPLs at 1.31x weighted average total return(5)(6)

% Leased for homes 90 days past rent ready was 98.6% at December 31, 2014

% Leased for homes owned 180 days or longer was 93.4% at December 31, 2014 Portfolio-wide lease percentage was 83.8% at December 31, 2014

(1) Core FFO, NOI, and NAV are non-generally accepted accounting principles (“GAAP”) measures. For explanations of these measures and reconciliations to the applicable GAAP measures, please refer to the “FFO & Core FFO” and “Definitions and Reconciliations” pages of this presentation.

(2) Future dividends, if any, are at the discretion of the Board of Trustees.

(3) Gross yield is calculated by dividing the annualized estimated average rent per home by the aggregate investment. Refer to the “Acquisitions – Three Months Ended December 31, 2014” page of this presentation.

(4) Yield is defined as principal and interest payments as a percentage of purchase price. (5) Defined as proceeds divided by purchase price.

(6) Excludes 128 resolved real-estate owned (“REOs”) that have not been sold or converted to SFRs.

1

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ABOUT SWAY

Major Accomplishments in 2014

Closed $2.4B in Capital Markets Transactions

Acquired $1.5B in Assets

Strong Leasing

Solid Financial and Operating Results

Two credit facilities (total capacity of $1.5 billion) Two convertible note offerings totaling $402.5 million Securitization offering (raised $502.5 million)

$1.0 billion invested to acquire 6,270 SFR homes $530.0 million invested to acquire 3,735 NPLs in six pools(1)

SFR assets acquired at 11.1% gross yield (full-year weighted average)

Total Rental Portfolio: 46.2% at YE 2013 to 83.8% YE 2014 180-Day Owned Portfolio: 65.1% YE 2013 to 93.4% YE 2014 90-Day Rent-Ready Portfolio: 93.6% YE 2013 to 98.6% YE 2014

Increased Core FFO from ($0.14) per share in Q1 to $0.44 in Q4(2) Achieved 64.2% stabilized NOI margin for the twelve months ended December 31, 2014(2) Dividend yield of 2.3% is highest among public SFR companies(3)

(1) The total $530.0 million purchase price includes 314 REO assets.

(2) Core FFO and NOI are non-GAAP measures. For explanations of these measures and reconciliations to the applicable GAAP measures, please refer to the “FFO and Core FFO” and “Definitions and Reconciliations” pages of this presentation.

(3) Dividend yield is calculated by dividing the December 31, 2014 annualized dividend ($0.56) by December 31, 2014 share price ($26.37). Public SFR companies include Starwood Waypoint Residential Trust, American Homes 4 Rent, American Residential Properties and Silver Bay Realty Trust Corp. Future dividends, if any, will be at the discretion of the Board of Trustees.

2

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SFR Rental Revenue ($ in millions) Core FFO(1)

$40.0 $37.1 $0.50 $0.44

$35.0 $0.40

$30.4

$30.0 $0.30

$23.6

$25.0 $0.20 $0.16

$20.0 $0.08

$13.8 $0.10

$15.0

$0.00

$10.0

$5.0 -$0.10

$0.0 -$0.20 -$0.14

Q1 2014 Q2 2014 Q3 2014 Q4 2014 Q1 2014 Q2 2014 Q3 2014 Q4 2014

Stabilized Portfolio NOI Margin(1) G&A as % Total Assets

70.0% FY 2014 64.2%(2)

60.0% 1.6% 1.50%

1.4%

50.0%

1.2%

40.0% 1.0% 0.92%

30.0% 65.1% 68.2% 62.8% 0.8% 0.71% 0.66%

57.6%

0.6%

20.0% 0.4%

10.0% 0.2%

0.0%

0.0%

Q1 2014 Q2 2014 Q3 2014 Q4 2014

Q1 2014 Q2 2014 Q3 2014 Q4 2014

(1) Core FFO and NOI margin are non-GAAP measures. For explanations of these measures and reconciliations to the applicable GAAP measures, please refer to the “FFO & Core FFO” and

“Definitions and Reconciliations” pages of this presentation.

(2) Represents the adjusted stabilized NOI margin for the twelve months ended December 31, 2014.

3

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Total SFRs and NPLs(1),(2) % Leased: Total Rental Portfolio

12,000 NPL 11,417 100.0%

10,428 81.8% 83.8%

SFR 76.6% 77.5%

10,000 9,122 80.0%

8,000 7,204 60.0%

46.2%

6,000 5,325

4,695 4,389 40.0%

4,000 3,080

1,714 2,095 20.0%

2,000

0 0.0%

Q4 2013 Q1 2014 Q2 2014 Q3 2014 Q4 2014 Q4 2013 Q1 2014 Q2 2014 Q3 2014 Q4 2014

% Leased: Homes Owned 180 Days or Longer % Leased: Homes 90 Days Past Rent Ready(3)

100.0% 94.9% 94.2% 93.4% 100.0% 98.8% 99.0% 98.6%

90.4%

90.0% 98.0%

96.3%

80.0% 96.0%

70.0% 65.1% 94.0% 93.6%

60.0% 92.0%

50.0% 90.0%

Q4 2013 Q1 2014 Q2 2014 Q3 2014 Q4 2014 Q4 2013 Q1 2014 Q2 2014 Q3 2014 Q4 2014

(1) Excludes 909, 695, 285, 154, and 146 homes that we do not intend to hold for the long term as of December 31, 2014, September 30, 2014, June 30, 2014, March 31, 2014 and

December 31, 2013, respectively.

(2) Excludes 232, 280, and 277 unsecured, second and third liens as of December 31,2014, September 30, 2014 and June 30, 2014, respectively.

(3) References to “rent ready homes” refer to homes that have both completed renovations and been deemed, pursuant to an inspection from one of our agents, to be in a condition to be

rented. Our policy is to have the agent perform this inspection promptly after the renovations have been completed.

4

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ABOUT SWAY

NPL Resolution Activity

Total NPL Resolutions % Resolutions by Year of Acquisition(1)

345

2012 74% 271

190

2013 65% 156

2014 35%

Q1 2014 Q2 2014 Q3 2014 Q4 2014 0% 10% 20% 30% 40% 50% 60% 70% 80%

(1) A total of 485 NPLs were acquired in 2012; 1,538 NPLs were acquired in 2013; and 3,735 NPLs were acquired in 2014.

5

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ABOUT SWAY

Strong Performance from NPLs

Resolutions by Type: Full Year 2014(1) Returns by Type: Full Year 2014

Performing(2)

239

Foreclosed and Sold(4) Performing(2)

281 239

Foreclosure(4)

638

Non-Foreclosure(3)

85

Non-Foreclosure(3)

85

Full Year 2014 Full-Year 2014

Target Allocation % Estimated Avg. Timing Actual (5)

Estimated Total Return(6) Actual Total Return(7)

Performing(2) (2)

7 – 12 months 8.7 months Performing ~ 1.25 – 1.40x 9.8% current yield(8)

(~5-10% of loans)

Non-Foreclosure(3)

7 – 15 months 11.1 months Non-Foreclosure(3) ~ 1.25 – 1.35x 1.38x

(~5-10% of loans)

Foreclosures(4)

12 – 21 months 10.7 months Foreclosed and Sold(4)

(~80-85% of loans) ~ 1.20 – 1.30x 1.35x

(1) Since inception, the total number of NPL resolutions is 1,970.

(2) Defined as NPLs that were either modified or reinstated and were performing as of the end of the reported quarter. Loans are less than 60 days past due. (3) Includes paid-in-full, short payoff, sold notes and short sales.

(4) Includes auction and REO assets (including rental conversions). Actual Total Return includes Auction and Sold REO assets. (5) Average durations could lengthen during the life of the NPL portfolio.

(6) Estimated return multiples are meant to illustrate an estimated return/timing for a standard NPL resolution of a single asset. Ranges are affected by the equity percentage of each asset as well as other factors.

(7) Defined as proceeds divided by purchase price.

(8) As of December 31, 2014, no performing loans had been sold. Yield is defined as principal and interest payment as a percentage of purchase price.

6

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ABOUT SWAY

Financing Overview

2014 Financing Activity(1)

Total Capacity(1)

($ in millions)

$2.4B Total $2,400 $2,200 $502.5

Closed SFR securitization in Q4.

$2,000 $1.8B Total

$1,800 $172.5 Closed second convertible bond offering in Q4.

$1,600 $230.0

First convertible bond offering. $502.5

$1,400

$1,200 $500.0 NPL Credit Facility $172.5

$1,000 $230.0 $800

$600 $454.2 $1,000.0 SFR Credit Facility

$400

$200 $441.2

$0

Total Drawn Capacity

Unrestricted Cash(2) $150.5 million

Capacity: $604.6 million

Drawn & Used: $1,649.9 million

(1) As of December 31, 2014. Total Capacity figures reflect both SFR and NPL activity.

(2) Please refer to “Definitions and Reconciliations” pages of this presentation for a definition of unrestricted cash.

7

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ABOUT SWAY’s option, subject to certain conditions.

Securitization of $502.5 million

Mortgages on 4,081 SFR homes Pledge of equity in borrower

Two-year floating-rate loan Three one-year extensions(1)

70.0% of Broker Price Opinion (“BPO”) value $717.9 million BPO value

LIBOR plus 235 bps or 2.50%

Compares favorably to 3.10% credit facility

Pay down credit facility ($357.0 million) Acquisitions/general corporate ($145.5 million)

8

Q4 2014 Securitization Transaction Highlights

Loan Proceeds Collateral Term Loan-to-Value (“LTV”)

Price

Use of Proceeds

(1) At the borrower

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FINANCIAL INFORMATION

Selected Financial & Other Information

Three Months Ended Twelve Months Ended

($ in thousands, except share and per share data) December 31, 2014 December 31, 2014

(unaudited) (unaudited)

Total revenues $ 47,793 $ 142,863

Net loss attributable to Starwood Waypoint Residential Trust shareholders $ (9,558) $ (43,695)

Core FFO(1) $ 16,761 $ 20,297

Per common share - diluted

Net loss attributable to Starwood Waypoint Residential Trust shareholders $ (0.25) $ (1.13)

Core FFO per weighted average FFO share(1) $ 0.44 $ 0.53

Dividends declared and paid per common share $ 0.14 $ 0.28

Weighted average shares outstanding - basic and diluted 37,860,335 38,623,893

Adjusted Stabilized Portfolio NOI Margin(2) 62.8% 64.2%

As of

December 31, 2014 September 30, 2014 June 30, 2014 March 31, 2014

Home Count:

Stabilized homes(3) 9,754 8,625 7,076 5,142

Non-stabilized homes 1,663 1,803 2,046 2,062

Total Homes(4) 11,417 10,428 9,122 7,204

Leased Percentages

Stabilized homes(5) 95.6% 95.7% 95.0% 96.4%

Homes 90 days past rent ready 98.6% 99.0% 98.8% 96.3%

Homes owned 180 days or longer 93.4% 94.2% 94.9% 90.4%

Total rental portfolio(4) 83.8% 81.8% 77.5% 76.6%

(1) Please refer to the “Definitions and Reconciliations” pages of this presentation for a definition of Core FFO. Core FFO is a non-GAAP measure. For a reconciliation of Core FFO to net

loss attributable to Starwood Waypoint Residential Trusts’ shareholders determined in accordance with GAAP, please refer to the “FFO & Core FFO” page of this presentation.

(2) Stabilized portfolio NOI margin is a non-GAAP measure. For a reconciliation of stabilized portfolio NOI margin to net loss attributable to Starwood Waypoint Residential Trust

shareholders determined in accordance with GAAP, please refer to the “Definitions and Reconciliations” pages of this presentation.

(3) Please refer to the “Definitions and Reconciliation” pages of this presentation for a definition of stabilized homes.

(4) Excludes 909, 695, 285, and 154 homes that we do not intend to hold for the long term as of December 31, 2014, September 30, 2014, June 30, 2014 and March 31, 2014, respectively.

(5) SWAY targets leased percentages on stabilized homes to be in the range of 94% to 96%.

9

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FINANCIAL INFORMATION

Consolidated Balance Sheets

As of

($ in thousands) December 31, 2014 December 31, 2013

ASSETS

Investments in real estate

Land $ 359,889 $ 140,076

Building and improvements 1,619,622 604,839

Total investment in properties 1,979,511 744,915

Less: accumulated depreciation (41,563) (5,730)

Investment in real estate properties, net 1,937,948 739,185

Real estate held for sale, net 32,102 10,168

Total investments in real estate, net 1,970,050 749,353

Non-performing loans 125,488 214,965

Non-performing loans held for sale 26,911 -

Non-performing loans (fair value option) 491,790 -

Resident and other receivables, net 17,270 1,261

Cash and cash equivalents 175,198 44,613

Restricted cash 50,749 3,331

Deferred financing costs, net 34,160 -

Asset-backed securitization certificates 26,553 -

Other assets 17,994 4,885

Total assets $ 2,936,163 $ 1,018,408

LIABILITIES AND EQUITY

Liabilities:

Credit facilities $ 895,488 $ -

Asset-backed securitization 526,816 -

Convertible senior notes, net 363,110 -

Accounts payable and accrued expenses 52,457 22,434

Resident security deposits and prepaid rent 17,857 3,918

Total liabilities 1,855,728 26,352

Equity:

Starwood Waypoint Residential Trust equity:

Common shares, at par 378 -

Additional paid-in capital 1,133,239 1,018,267

Accumulated deficit (53,723) (27,848)

Accumulated other comprehensive loss (70) -

Total Starwood Waypoint Residential Trust equity 1,079,824 990,419

Non-controlling interests 611 1,637

Total equity 1,080,435 992,056

Total liabilities and equity $ 2,936,163 $ 1,018,408

10

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FINANCIAL INFORMATION

Consolidated Statements of Operations

Three Months Ended December 31, Twelve Months Ended December 31,

($ in thousands, except share and per share data) 2014 2013 2014 2013

(unaudited)

Revenues

Rental revenues $ 37,097 $ 7,375 $ 104,830 $ 16,793

Other property revenues 1,073 131 3,581 311

Realized gain on non-performing loans, net 2,629 2,248 9,770 5,139

Realized gain on loan conversions, net 6,994 5,303 24,682 8,624

Total revenues 47,793 15,057 142,863 30,867

Expenses

Property operating and maintenance 8,633 8,457 31,252 13,541

Real estate taxes and insurance 9,592 2,660 22,346 5,049

Mortgage loan servicing costs 11,020 2,294 28,959 6,065

Non-performing loan management fees and expenses 3,150 1,098 10,944 3,378

General and administrative 4,866 6,101 19,307 16,758

Share-based compensation 3,898 - 8,458 -

Investment management fees 4,825 - 16,097 -

Separation costs - 1,750 3,543 2,652

Acquisition fees and other expenses 637 - 1,301 588

Interest expense, including amortization 16,633 - 35,223 -

Depreciation and amortization 19,918 2,865 41,872 6,115

Finance related expenses and write-off of loan costs 940 - 7,715 -

Impairment of real estate 171 849 2,579 1,174

Total expenses 84,283 26,074 229,596 55,320

Loss before other income, income tax expense and non-controlling interests (36,490) (11,017) (86,733) (24,453)

Other income (expense)

Realized (loss) gain on sales of investments in real estate, net (148) 584 (224) 1,221

Unrealized gain on non-performing loans, net 27,247 - 44,593 -

Loss on derivative financial instruments, net (132) - (706) -

Total other income (expense) 26,967 584 43,663 1,221

Loss before income tax expense and non-controlling interests (9,523) (10,433) (43,070) (23,232)

Income tax expense (44) 85 460 252

Net loss (9,479) (10,518) (43,530) (23,484)

Net (income) loss attributable to non-controlling interests (79) 65 (165) 60

Net loss attributable to Starwood Waypoint Residential Trust shareholders $ (9,558) $ (10,453) $ (43,695) $ (23,424)

Net loss per share - basic and diluted $ (0.25) $ (0.27) $ (1.13) $ (0.60)

Dividends declared and paid per common share $ 0.14 $ - $ 0.28 $ -

Number of shares used in per share computations - basic and diluted 37,860,335 39,110,969 38,623,893 39,110,969

11

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FINANCIAL INFORMATION

FFO & Core FFO(1)

Three Months Ended December 31, Twelve Months Ended December 31,

($ in thousands, except share and per share data) 2014 2013 2014 2013

(unaudited)

Reconciliation of net loss to FFO

Net loss attributable to Starwood Waypoint Residential Trust shareholders $ (9,558) $ (10,453) $ (43,695) $ (23,424)

Add (deduct) adjustments to net loss to get to FFO:

Depreciation and amortization on real estate assets 19,918 2,865 41,872 6,115

Impairment on depreciated real estate investments - - 15 -

Gain on sales of previously depreciated investments in real estate (253) - (280) -

Non-controlling interests 79 (65) 165 (60)

Subtotal - FFO 10,186 (7,653) (1,923) (17,369)

Add (deduct) adjustments to FFO to get to Core FFO:

Share-based compensation 3,898 - 8,458 -

Separation costs - 1,750 3,543 2,652

Acquisition fees and other expenses 637 - 1,301 588

Write-off of loan costs - - 5,032 -

Loss on derivative financial instruments, net 132 - 706 -

Amortization of derivative financial instruments cost (90) - (221) -

Severance expense - - 355 -

Non-cash interest expense related to amortization on convertible senior notes 1,998 - 3,046 -

Core FFO $ 16,761 $ (5,903) $ 20,297 $ (14,129)

Core FFO per share $ 0.44 $ (0.15) $ 0.53 $ (0.36)

Dividends declared and paid per common share $ 0.14 $ - $ 0.28 $ -

Weighted average shares - basic and diluted 37,860,335 39,110,969 38,623,893 39,110,969

(1) Please refer to the “Definitions and Reconciliations” pages of this presentation for definitions of FFO and Core FFO. Commencing with the three months ended June 30, 2014, we

have changed our definition of Core FFO to include adjustments related to share-based compensation and exclude adjustments related to acquisition pursuit costs. Core FFO is a

non-GAAP measure.

12

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FINANCIAL INFORMATION

NOI(1)

Three Months Ended December 31, 2014 Twelve Months Ended December 31, 2014

SFR SFR

Stabilized Non-Stabilized Stabilized Non-Stabilized

($ in thousands, unaudited) Portfolio Portfolio NPL Total Portfolio Portfolio NPL Total

Revenues

Rental revenues $ 37,097 $ - $ - $ 37,097 $ 104,830 $ - $ - $ 104,830

Less: allowance for doubtful accounts(2) (645) - - (645) (2,638) - - (2,638)

Total rental revenues as adjusted 36,452 - - 36,452 102,192 - - 102,192

Other property revenues 1,073 - - 1,073 3,581 - - 3,581

Realized gain on non-performing loans, net - - 2,629 2,629 - - 9,770 9,770

Realized gain on loan conversions, net - - 6,994 6,994 - - 24,682 24,682

Unrealized gain on non-performing loans, net - - 27,247 27,247 - - 44,593 44,593

Total revenues as adjusted 37,525 - 36,870 74,395 105,773 - 79,045 184,818

Expenses

Property operating expenses(3),(4) 14,622 2,236 - 16,858 40,176 10,062 - 50,238

Mortgage loan servicing costs - - 11,020 11,020 - - 28,959 28,959

Total expenses 14,622 2,236 11,020 27,878 40,176 10,062 28,959 79,197

Adjusted total NOI $ 22,903 $ (2,236) $ 25,850 $ 46,517 $ 65,597 $ (10,062) $ 50,086 $ 105,621

Adjusted stabilized portfolio NOI margin(5) 62.8% 64.2%

(1) Total Stabilized Portfolio NOI, Total Non-Stabilized Portfolio NOI, Total NPL NOI and Total NOI are non-GAAP measures. For a reconciliation of these non-GAAP measures to net loss attributable to Starwood Waypoint Residential Trust shareholders determined in accordance with GAAP, please refer to the “Definitions and Reconciliations” pages of this presentation.

(2) Allowance for doubtful accounts (“bad debt”) is included in property operating and maintenance in the consolidated statements of operations in accordance with GAAP. However, we believe bad debt represents revenue lost and not an operating expense to the portfolio so for purposes of calculating margins we treat bad debt as a reduction of revenue.

(3) Property operating expenses is defined as property operating and maintenance expense plus real estate taxes and insurance less bad debt. (4) Excludes one time adjustment related to prior year expenses of approximately $722K.

(5) Margin is calculated as total adjusted stabilized portfolio NOI divided by total rental revenues.

13

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Capital Markets

As of December 31, 2014 ($ in thousands, except share and per share data )

Debt

Credit Facility - Credit Facility - Securitization(2) Convertible Notes - Convertible Notes -

Debt Maturities(1) SFR NPL 2019 Convertible Note 2017 Convertible Note Total

2015 $ - $ - $ - $ - $ - $ -

2016 - 454,249 - - - 454,249

2017 - - - - 172,500 172,500

2018 441,240 - - - - 441,240

2019 - - - 230,000 - 230,000

Thereafter - - 529,011 - - 529,011

Total $ 441,240 $ 454,249 $ 529,011 $ 230,000 $ 172,500 $ 1,827,000

Weighted average or coupon rate 3.10% 3.15% 2.50% 3.00% 4.50% 3.06%

Weighted average remaining maturity in years 3.1 1.7 5.0 4.5 2.8 3.5

Market equity

Security Shares Price Value

Common shares 37,778,663 $ 26.37 $ 996,223

NAV(3) 37,778,663 $ 32.46 $ 1,226,212

Debt Metrics

Total debt to total gross assets(4),(5) 61.0%

Net debt to total estimated fair value of assets(4),(5) 58.0%

(1) Maturity dates include extension terms.

(2) Amount includes a principle-only bearing subordinate Certificate, Class G, in the amount of $26.6 million, retained by Starwood Waypoint Residential Trust.

(3) NAV is a non-GAAP measure. For an explanation of this measure and a reconciliation to the applicable GAAP measure, please refer to the “Definitions and Reconciliations” pages of this presentation.

(4) Total debt to total gross assets excludes the principle bearing subordinated Certificate, Class G, of $26.6 million, as noted in footnote 2 above.

(5) For definitions of, gross assets, net debt, and estimated fair value of assets please refer to the “Definitions and Reconciliations” pages of this presentation.

14

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Average

Non- Average Average Aggregate Average Weighted Monthly Rent

Stabilized Stabilized Total Total Homes Acquisition Investment Investment Home Size Average Per Leased

Markets Homes Homes Homes(1) Leased (%) Cost per Home per Home(2) ($ in millions) (sq. ft.) Age (year) Home(3)

Atlanta 2,360 156 2,516 89.8% $ 99,237 $ 123,786 $ 311.5 1,921 22 $ 1,175

South Florida 1,825 315 2,140 84.4% $ 139,274 $ 165,286 353.7 1,598 44 $ 1,599

Houston 1,291 309 1,600 81.2% $ 130,781 $ 146,512 234.4 2,048 25 $ 1,515

Dallas 1,008 257 1,265 79.8% $ 136,415 $ 155,740 197.0 2,116 21 $ 1,519

Tampa 1,076 143 1,219 87.0% $ 104,727 $ 123,746 150.8 1,472 40 $ 1,261

Chicago 496 111 607 79.2% $ 120,692 $ 150,089 91.1 1,568 39 $ 1,652

Denver 386 209 595 66.2% $ 195,117 $ 222,759 132.6 1,576 31 $ 1,752

Orlando 384 99 483 77.6% $ 115,859 $ 137,273 66.3 1,605 36 $ 1,284

Southern California 388 59 447 82.1% $ 238,291 $ 251,300 112.3 1,641 36 $ 1,812

Northern California 250 4 254 94.9% $ 217,100 $ 231,347 58.8 1,495 45 $ 1,742

Phoenix 248 1 249 94.4% $ 139,466 $ 158,261 39.4 1,544 39 $ 1,185

Las Vegas 42 - 42 92.9% $ 156,411 $ 167,582 7.0 1,966 27 $ 1,316

Total/Average 9,754 1,663 11,417 83.8% $ 131,862 $ 153,711 $ 1,754.9 1,773 32 $ 1,439

Average Average Aggregate Average Weighted

Total Total Homes Acquisition Investment Investment Home Size Average Age Leased

Status Homes(1) Leased (%) Cost per Home(2) ($ in millions) (sq. ft.) (year) Rent

Stabilized 9,754 95.6% $ 128,693 $ 149,574 $ 1,458.9 1,760 32 $ 1,436

Non-Stabilized 1,663 14.7% $ 150,450 $ 177,975 296.0 1,849 32 $ 1,549

Total/Average 11,417 83.8% $ 131,862 $ 153,711 $ 1,754.9 1,773 32 $ 1,439

Stabilized Stabilized Total Total Homes Acquisition Investment Investment Home Size Average Per Leased

(1) Excludes 909 homes that we do not intend to hold for the long-term.

(2) Includes acquisition costs and actual and estimated upfront renovation costs. Actual renovation costs may exceed estimated renovation costs, and we may acquire homes in the future with different characteristics that result in higher renovation costs. As of December 31, 2014, the average actual renovation costs per renovated home were approximately $23,200. (3) Represents average monthly contractual cash rent. Average monthly cash rent is presented before rent concession and incentives (i.e. free rent, Waypoints). To date, rent concessions and incentives have been utilized on a limited basis and have not had a significant impact on our average monthly rent. If the use of rent concessions or other leasing incentives increases in the future, they may have a greater impact by reducing the average monthly rent we receive from leased homes.

15

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Number of Number of Percent Rent per Number of Percent Rent per

Markets Homes(1) Homes Leased Leased Home(2) Homes Leased Leased Home(2)

Atlanta 2,516 2,004 98.8% $ 1,171 2,283 92.8% $ 1,166

South Florida 2,140 1,340 98.8% $ 1,564 1,731 95.1% $ 1,586

Houston 1,600 955 98.7% $ 1,502 1,143 91.7% $ 1,495

Dallas 1,265 826 98.9% $ 1,498 909 91.7% $ 1,483

Tampa 1,219 906 99.1% $ 1,262 965 95.7% $ 1,257

Chicago 607 452 97.8% $ 1,659 453 93.4% $ 1,660

Denver 595 220 99.5% $ 1,724 342 94.4% $ 1,751

Orlando 483 331 97.0% $ 1,292 330 93.3% $ 1,291

Southern California 447 341 94.4% $ 1,794 377 90.7% $ 1,786

Northern California 254 225 100.0% $ 1,745 244 95.5% $ 1,742

Phoenix 249 229 99.1% $ 1,185 247 94.3% $ 1,186

Las Vegas 42 36 100.0% $ 1,312 42 92.9% $ 1,316

Total/Average 11,417 7,865 98.6% $ 1,415 9,066 93.4% $ 1,423

Homes 90 Days Past Rent Ready Homes Owned 180 Days or Longer

102.0%

99.5% 100.0% 100.0%

100.0% 98.8% 98.8% 98.7% 98.9% 99.1% 99.1%

97.8%

98.0% 97.0%

96.0% 95.1% 95.7% 95.5%

94.4% 94.4% 94.3%

94.0% 92.8% 93.4% 93.3% 92.9%

91.7% 91.7%

92.0% 90.7%

90.0%

88.0%

86.0%

84.0%

82.0%

Atlanta South Florida Houston Dallas Tampa Chicago Denver Orlando Southern Northern Phoenix Las Vegas

California California

(1) Excludes 909 homes that we do not intend to hold for the long-term.

(2) Represents average monthly contractual cash rent. Average monthly cash rent is presented before rent concession and incentives (i.e. free rent, Waypoints). To date, rent

concessions and incentives have been utilized on a limited basis and have not had a significant impact on our average monthly rent. If the use of rent concessions or other leasing

incentives increases in the future, they may have a greater impact by reducing the average monthly rent we receive from leased homes.

16

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Total

Loan Purchase Price Total UPB Total BPO Purchase Price Purchase Price Weighted

State Count(1),(2) ($ in millions) ($ in millions) ($ in millions) as % of UPB as % of BPO Average LTV(3)

Florida 843 $ 107.0 $ 200.7 $ 166.5 53.3% 64.3% 139.1%

Illinois 415 53.3 86.4 78.8 61.7% 67.6% 144.7%

California 312 93.6 125.3 140.0 74.7% 66.9% 100.2%

New York 306 62.2 106.6 118.1 58.4% 52.7% 104.5%

New Jersey 238 34.1 66.5 59.2 51.3% 57.6% 133.8%

Arizona 195 17.2 30.0 23.9 57.2% 71.8% 194.7%

Wisconsin 183 15.8 21.7 24.6 72.5% 64.0% 113.7%

Maryland 178 33.8 52.1 45.9 64.8% 73.6% 127.5%

Indiana 173 12.5 17.0 18.6 73.4% 67.1% 111.0%

Pennsylvania 133 12.4 19.0 18.1 65.3% 68.7% 125.4%

Georgia 116 12.9 20.5 17.3 63.1% 74.4% 132.4%

Other 1,297 155.5 222.9 221.2 69.8% 70.4% 118.6%

Total/Average 4,389 $ 610.3 $ 968.7 $ 932.2 63.0% 65.5% 125.3%

Total

Loan Purchase Price Total UPB Total BPO Purchase Price Purchase Price Weighted

Status Count(1),(2) ($ in millions) ($ in millions) ($ in millions) as % of UPB as % of BPO Average LTV(3)

Foreclosure 2,779 $ 402.5 $ 666.5 $ 619.5 60.4% 65.0% 128.0%

Performing 829 114.0 160.1 176.5 71.2% 64.6% 107.8%

Delinquent 781 93.8 142.1 136.2 66.0% 68.8% 132.5%

Total/Average 4,389 $ 610.3 $ 968.7 $ 932.2 63.0% 65.5% 125.3%

(1) Represents first liens on 4,271 homes and 118 parcels of land.

(2) Excludes 232 unsecured, second and third liens with an aggregate purchase price of $1.7 million.

(3) Weighted average LTV is based on the ratio of UPB to BPO weighted by UPB for each state.

17

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Average

Estimated Average Estimated

Average Upfront Estimated Aggregate Average

Average Home Acquisition Renovation Investment Investment Monthly

Markets Homes Size (sq. ft.) Cost per Home Cost per Home per Home(1) ($ in millions) Rent per Home(2)

South Florida 208 1,619 $ 161,498 $ 35,599 $ 197,097 $ 41.0 $ 1,790

Dallas 195 2,363 $ 163,308 $ 19,988 $ 183,296 35.7 $ 1,708

Houston 140 2,147 $ 145,482 $ 20,270 $ 165,752 23.2 $ 1,660

Tampa 120 1,440 $ 107,183 $ 25,328 $ 132,511 15.9 $ 1,288

Denver 112 1,617 $ 213,834 $ 20,971 $ 234,805 26.3 $ 1,729

Orlando 74 1,534 $ 114,451 $ 27,933 $ 142,384 10.5 $ 1,294

Atlanta 61 2,056 $ 156,729 $ 22,678 $ 179,406 10.9 $ 1,440

Chicago 55 1,694 $ 116,896 $ 30,275 $ 147,171 8.1 $ 1,627

Southern California 29 1,701 $ 287,830 $ 26,891 $ 314,720 9.1 $ 2,257

Northern California 1 1,400 $ 235,187 $ - $ 235,187 0.2 $ 1,574

Total/Average 995 1,844 $ 156,439 $ 25,551 $ 181,990 $ 180.9 $ 1,634

Non-Performing Loans:

Total Purchase

Purchase Price Total BPO Price as %

Type of Asset Acquired Assets ($ in millions) ($ in millions) of BPO

REO 45 $ 5.6 $ 7.0 80.0%

(1) Includes acquisition costs and actual and estimated upfront renovation costs. Actual renovation costs may exceed estimated renovation costs, and we may acquire homes in the future with

different characteristics that result in higher renovation costs.

(2) Estimated average monthly rent per home represents (a) for vacant homes, management’s estimates of what rent would be generated if such homes were leased based on rents estimated by

examining multiple rent data sources (such as realized rents for comparable homes in neighborhood, a proprietary rent setting algorithm, third-party vendors, etc.) and using localized

knowledge to establish rent for a given property and (b) for leased homes, average monthly contractual rent. No assurance can be given that these estimates will prove to be accurate, and

you should not place undue reliance on them.

18

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Definitions and Reconciliations

Estimated Fair Value of Assets. Estimated fair value of assets is both estimated SFR value and estimated Further, not all real estate investment trusts (“REITs”) compute same non-GAAP measure, therefore,

NPL value, refer to the calculation below. there can be no assurance that our basis for computing this non-GAAP measure is comparable with that

of other REITs.

Estimated NAV. We define Estimated NAV as the estimated value of all assets net of liabilities. To

calculate the Estimated NAV, the historical net investments in real estate and NPLs at carrying value are Funds From Operations (“FFO”) and Core FFO.

deducted from total shareholders’ equity and the Estimated SFR Value and NPL Value are added (see

table below). The costs of selling properties in the portfolio, including commissions and other related FFO is used by industry analysts and investors as a supplemental performance measure of an equity

costs are not deducted for the purpose of calculating the Estimated SFR Value and Estimated NAV. REIT. FFO is defined by the National Association of Real Estate Investment Trusts (“NAREIT”) as net

Further, future promoted interests on the NPL portfolio are not deducted for the purpose of calculating income or loss (computed in accordance with GAAP) excluding gains or losses from sales of previously

Estimated SFR & NPL Value and Estimated NAV. We consider Estimated NAV to be an appropriate depreciated real estate assets, plus depreciation and amortization of real estate assets and adjustments

supplemental measure as it illustrates the estimated imbedded value in our SFR portfolio and NPL for unconsolidated partnerships and joint ventures.

portfolio that is carried on our balance sheet primarily at cost. The Estimated SFR Value, Estimated NPL We believe that FFO is a meaningful supplemental measure of the operating performance of our single-

Value and Estimated NAV are non-GAAP financial measures. However, they are provided for family home business because historical cost accounting for real estate assets in accordance with GAAP

informational purposes to be used by investors in assessing the value of the assets. A reconciliation of assumes that the value of real estate assets diminishes predictably over time, as reflected through

total shareholders’ equity to Estimated NAV is provided below. depreciation. Because real estate values have historically risen or fallen with market conditions,

December 31, 2014 management considers FFO an appropriate supplemental performance measure because it excludes

($ in thousands, except share and per share data) Amount Per Share historical cost depreciation, as well as gains or losses related to sales of previously depreciated homes,

(unaudited) from GAAP net income. By excluding depreciation and gains or losses on sales of real estate,

Investments in real estate properties, gross $ 1,979,511 $ 52.40 management uses FFO to measure returns on its investments in real estate assets. However, because

Less: accumulated depreciation (41,563) (1.10) FFO excludes depreciation and amortization and captures neither the changes in the value of the homes

Add: real estate held for sale, net 32,102 0.85 that result from use or market conditions nor the level of capital expenditures to maintain the operating

Investments in real estate, net 1,970,050 52.15 performance of the homes, all of which have real economic effect and could materially impact our

Add: increase in estimated fair value of investments in real estate 310,216 8.21 results from operations, the utility of FFO as a measure of our performance is limited.

Less: estimated renovation reserve (207,584) (5.49)

Estimated SFR Value 2,072,682 54.87 We believe that Core FFO is a meaningful supplemental measure of our operating performance for the

Non-performing loans 125,488 3.32 same reasons as FFO and adjusting for non-routine items that when excluded allows for more

Non-performing loans held for sale 26,911 0.71 comparable periods. Our Core FFO begins with FFO as defined by the NAREIT White Paper and is

Non-performing loans (fair value option) 491,790 13.02 adjusted for: share-based compensation, non-recurring costs associated with the separation,

Add: increase in estimated fair value of non-performing loans 83,146 2.20 acquisition fees and other expenses, write-off of loan costs, loss on derivative financial instruments,

Estimated NPL Value 727,335 19.25 amortization of derivative financial instruments cost, severance expense, non-cash interest expense

Estimated SFR & NPL Value $ 2,800,017 $ 74.12 related to amortization on convertible senior notes, and other non-comparable items as applicable.

Total shareholders’ equity $ 1,079,824 $ 28.58 Management also believes that FFO/Core FFO, combined with the required GAAP presentations, is

Less: unamortized debt discount on convertible senior notes (39,390) (1.04) useful to investors in providing more meaningful comparisons of the operating performance of a

Less: investments in real estate, net (1,970,050) (52.15) company’s real estate between periods or as compared to other companies. FFO/Core FFO does not

Less: non-performing loans (125,488) (3.32) represent net income or cash flows from operations as defined by GAAP and is not intended to indicate

Less: non-performing loans held for sale (26,911) (0.71) whether cash flows will be sufficient to fund cash needs. It should not be considered an alternative to

Less: non-performing loans (fair value option) (491,790) (13.02)

Add: estimated SFR & NPL value 2,800,017 74.12 net income as an indicator of the REIT’s operating performance or to cash flows as a measure of

Estimated NAV $ 1,226,212 $ 32.46 liquidity. Our FFO/Core FFO may not be comparable to the FFO of other REITs due to the fact that not all

REITs use the NAREIT or similar Core FFO definition. For a reconciliation of FFO and Core FFO to net loss

Number of Shares 37,777,863 attributable to common shareholders determined in accordance with GAAP for the three and twelve

These metrics should be considered along with other available information in valuing and assessing us, months ended December 31, 2014, please refer to page 12. For a reconciliation of FFO and Core FFO to

including our GAAP financial measures and other cash flow and yield metrics. These metrics should not net loss attributable to common shareholders determined in accordance with GAAP for the three

be viewed as a substitute for book value, net investments in real estate, equity, net income or cash months ended September 30, 2014 and June 30, 2014, please refer to page 20.

flows from operations prepared in accordance with GAAP, or as measures of profitability or liquidity.

19

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Definitions and Reconciliations (cont

Definitions and Reconciliations (cont’d)

Three Months Ended

($ in thousands, except share and per share data) September 30, 2014 June 30, 2014 Gross Assets. We define gross assets as total assets plus accumulated depreciation in both

(unaudited)

Reconciliation of net loss to FFO investments in real estate and real estate held for sale.

Net loss attributable to Starwood Waypoint Residential Trust shareholders $ (6,713) $ (12,116) Net Debt. We define net debt as total debt outstanding less cash and cash equivalents and asset-

backed securitization certificates.

Add (deduct) adjustments to net loss to get to FFO:

Depreciation and amortization on real estate assets 9,238 7,243 Stabilized Homes. We define the stabilized home portfolio to include homes from the first day of

Impairment on depreciated real estate investments 15 - initial occupancy or subsequent occupancy after a renovation. Homes are considered stabilized even

Gain on sales of previously depreciated investments in real estate (27) -

Non-controlling interests 13 83 after subsequent resident turnover. However, homes may be removed from the stabilized home

Subtotal - FFO 2,526 (4,790) portfolio and placed in the non-stabilized home portfolio due to renovation during the home

Add (deduct) adjustments to FFO to get to Core FFO: lifecycle.

Share-based compensation 2,101 2,130 Total Debt. We define total debt as total debt maturities excluding asset-backed securitization

Separation costs - -

Acquisition fees and other expenses 217 186 certificates.

Write-off of loan costs - 5,032

Loss on derivative financial instruments, net 104 470 Total NOI, Total NPL NOI, Total Non-Stabilized Portfolio NOI and Total Stabilized Portfolio NOI. We

Amortization of derivative financial instruments cost (81) (50) define Total NOI as total revenues less property operating and maintenance expenses and real estate

Severance expense 355 - taxes and insurance expenses (“property operating expenses”) and mortgage loan servicing costs. We

Non-cash interest expense related to amortization on convertible senior notes 1,048 - define Total NPL Portfolio NOI as gains on NPLs, net and gains on loan conversions, net less mortgage

Core FFO $ 6,270 $ 2,978 loan servicing costs. We define Total Non-Stabilized Portfolio NOI as total revenues on the non-

Core FFO per share $ 0.16 $ 0.08 stabilized portfolio less property operating expenses on the non-stabilized portfolio. We define Total

Dividends declared per common share $ 0.14 $ - Stabilized Portfolio NOI as total revenues on the stabilized portfolio less property operating expenses

Weighted average shares - basic and diluted 38,613,270 39,079,365 on the stabilized portfolio. We consider these NOI measures to be appropriate supplemental

measures of operating performance to net income attributable to common shareholders because

In the first quarter of 2014, Core FFO excluded adjustments related to share-based compensation and they reflect the operating performance of our homes without allocation of corporate level overhead

included adjustments related to acquisition pursuit costs. A reconciliation of FFO and Core FFO to net or general and administrative costs and reflect the operations of the segments and sub-segments of

loss attributable to common shareholders determined in accordance with GAAP for the three months our business. In the fourth quarter of 2014, we adjusted NOI to exclude the impact of $0.7 million in

ended March 31, 2014 is provided below. prior adjustments related to property tax and insurance. A reconciliation of net loss attributable to

For the Three Months Ended common shareholders to these NOI measures, please refer to page 21.

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

March 31, 2014

(unaudited)

Reconciliation of net loss to FFO

Net loss attributable to Starwood Waypoint Residential Trust shareholders $ (15,308)

Add (deduct) adjustments to net loss to get to FFO:

Depreciation and amortization on real estate assets 5,473

Non-controlling interests (10)

Subtotal - NAREIT defined FFO (9,845)

Add (deduct) adjustments to FFO to get to Core FFO:

Acquisition fees 261

Non-recurring acquisition pursuit costs and property management costs 554

Non-recurring costs associated with the Separation 3,543

Core FFO $ (5,487)

Core FFO per share $ (0.14)

Weighted average shares - basic and diluted 39,110,969

20

Three Months Ended

($ in thousands, except share and per share data) September 30, 2014 June 30, 2014 Gross Assets. We define gross assets as total assets plus accumulated depreciation in both

(unaudited)

Reconciliation of net loss to FFO investments in real estate and real estate held for sale.

Net loss attributable to Starwood Waypoint Residential Trust shareholders $ (6,713) $ (12,116) Net Debt. We define net debt as total debt outstanding less cash and cash equivalents and asset-

backed securitization certificates.

Add (deduct) adjustments to net loss to get to FFO:

---

 

Definitions and Reconciliations (cont

Definitions and Reconciliations (cont’d)

($ in thousands, unaudited) Q1 2014 Q2 2014 Q3 2014 Q4 2014 YTD 2014

Reconciliation of net loss to stabilized portfolio NOI

Net loss attributable to Starwood Waypoint Residential Trust shareholders $ (15,308) $ (12,116) $ (6,713) $ (9,558) $ (43,695)

Add (deduct) adjustments to get to total NOI

Non-performing loan management fees and expenses 2,415 1,871 3,508 3,150 10,944

General and administrative 5,370 4,444 4,627 4,866 19,307

Share-based compensation 329 2,130 2,101 3,898 8,458

Investment management fees 2,757 3,993 4,522 4,825 16,097

Separation costs 3,543 - - - 3,543

Acquisition fees and other expenses 261 186 217 637 1,301

Interest expense, including amortization 1,500 5,191 11,899 16,633 35,223

Depreciation and amortization 5,473 7,243 9,238 19,918 41,872

Finance related expenses and write-off of loan costs - 5,441 1,334 940 7,715

Impairment of real estate 834 1,233 341 171 2,579

Realized loss (gain) on sales of investments in real estate, net 145 56 (125) 148 224

Loss on derivative financial instruments, net - 470 104 132 706

Income tax expense 135 350 19 (44) 460

Net income attributable to non-controlling interests (10) 83 13 79 165

Total NOI 7,444 20,575 31,085 45,795 104,899

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

NPL portfolio NOI components:

Realized gain on non-performing loans, net (1,843) (3,357) (1,941) (2,629) (9,770)

Realized gain on loan conversions, net (5,414) (6,483) (5,791) (6,994) (24,682)

Mortgage loan servicing costs 4,882 5,139 7,918 11,020 28,959

Unrealized gain on non-performing loans, net - (3,641) (13,705) (27,247) (44,593)

Deduct: Total NPL portfolio NOI (2,375) (8,342) (13,519) (25,850) (50,086)

Non-stabilized portfolio NOI components:

Property operating expenses on non-stabilized homes 2,563 2,726 2,537 2,236 10,062

Add: Total Non-stabilized portfolio NOI 2,563 2,726 2,537 2,236 10,062

Total stabilized portfolio NOI $ 7,632 $ 14,959 $ 20,103 $ 22,181 $ 64,875

Add (deduct) prior period adjustments recorded in 2014

Property taxes and insurance - - - 722 722

Adjusted total stabilized portfolio NOI $ 7,632 $ 14,959 $ 20,103 $ 22,903 $ 65,597

Calculation of stabilized portfolio NOI margin:

Rental revenues $ 13,765 $ 23,602 $ 30,366 $ 37,097 $ 104,830

Less: Allowance for doubtful accounts (509) (614) (870) (645) (2,638)

Total rental revenues $ 13,256 $ 22,988 $ 29,496 $ 36,452 $ 102,192

Adjusted stabilized portfolio NOI margin 57.6% 65.1% 68.2% 62.8% 64.2%

These NOI measures should not be considered alternatives to net loss or net cash flows from operating

activities, as determined in accordance with GAAP, as indications of our performance or as measures of

liquidity. Although we use 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 our basis for computing these non-GAAP measures are comparable with that of other

REITs.

Total Rental Portfolio. We define total rental portfolio to exclude homes designated as non-rental. Non-

rental homes are homes we do not intend to hold for the long term.

Unrestricted Cash. We define unrestricted cash as cash held in bank accounts and short-term

investments that is uncommitted and available for operational use.

21

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Forward-Looking Statements

The statements herein that are not historical facts are forward-looking statements within the meaning of 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 “anticipates,” “expects,” “intends,” “will,” “could,” “believes,” “estimates,” “continue,” and similar expressions. Forward-looking statements are based on certain assumptions, discuss future expectations, describe future plans and strategies, contain financial and operating projections or state other forward-looking information. Our ability to predict results or the actual effect of future events, actions, plans or strategies is inherently uncertain. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our 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 our business, financial condition, liquidity, results of operations and prospects, as well as our ability to make distributions to our shareholders, include, but are not limited to: expectations regarding the timing of generating revenues; changes in our 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; events or circumstances that undermine confidence in the financial markets or otherwise have a broad impact on financial markets; 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 our investment objective and business and growth strategies; the impact of changes to the supply of, value of and the returns on distressed and non-performing residential mortgage loans; our ability to convert the homes and distressed and non-performing residential mortgage loans we acquire into rental homes generating attractive returns; our ability to successfully modify or otherwise resolve distressed and non-performing residential mortgage loans; our ability to lease or re-lease our 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; our ability to manage our portfolio of rental homes; the concentration of credit risks to which we are exposed; the availability, terms and deployment of short-term and long-term capital; the adequacy of our cash reserves and working capital; our relationships with Starwood Capital Group and our manager and their ability to retain qualified personnel; potential conflicts of interest; unanticipated increases in financing and other costs; our expected leverage; changes in governmental regulations, tax laws and rates and similar matters; limitations imposed on our business and our ability to satisfy complex rules in order for us to qualify as a REIT for U.S. federal income tax purposes; and estimates relating to our ability to make distributions to our 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 us with the Securities and Exchange Commission from time to time. Furthermore, except as required by law, we are under no duty to, and we do not intend to, update any of our forward-looking statements appearing herein, whether as a result of new information, future events or otherwise.

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