x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2019
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
MARYLAND
|
46-0633510
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Title of Each Class
|
Trading Symbol(s)
|
Name of Exchange on which Registered
|
Common stock, par value $0.01 per share
|
RESI
|
New York Stock Exchange
|
Large Accelerated Filer
|
¨
|
|
|
Accelerated Filer
|
x
|
Non-Accelerated Filer
|
¨
|
|
|
Smaller Reporting Company
|
¨
|
|
|
|
|
Emerging Growth Company
|
¨
|
•
|
our ability to implement our business strategy;
|
•
|
our ability to make distributions to our stockholders;
|
•
|
the occurrence of any event, change or other circumstances that could give rise to the termination of the Agreement and Plan of Merger (the “Merger Agreement”) with BAF Holdings, LLC, a Delaware limited liability company (“Parent”), and BAF Sub, LLC, a Maryland limited liability company (“Merger Sub”);
|
•
|
the inability to complete the proposed merger due to the failure to obtain stockholder approval for the proposed merger or the failure to satisfy other conditions to completion of the proposed merger;
|
•
|
risks related to disruption of management’s attention from our ongoing business operations due to the merger transaction;
|
•
|
the effect of the announcement of the proposed merger on our relationships with our customers, operating results and business generally;
|
•
|
the risk that the proposed merger will not be consummated in a timely manner;
|
•
|
exceeding the expected costs of the merger;
|
•
|
our ability to successfully implement our strategic initiatives and achieve their anticipated impact;
|
•
|
our ability to manage changes in our management team and changes resulting from our workforce reduction and office closures;
|
•
|
our ability to acquire single-family rental assets for our portfolio, including difficulties in identifying assets to acquire;
|
•
|
the impact of changes to the supply of, value of and the returns on single-family rental assets;
|
•
|
our ability to successfully integrate newly acquired properties into our portfolio of single-family rental properties;
|
•
|
our ability to successfully operate HavenBrook Partners, LLC (“HavenBrook”) as a property manager and perform property management services for our single-family rental assets at the standard and/or the cost that we anticipate;
|
•
|
our ability to predict our costs;
|
•
|
our ability to effectively compete with our competitors;
|
•
|
our ability to apply the proceeds from financing activities or non-rental real estate owned asset sales to target single-family rental assets in a timely manner;
|
•
|
our ability to sell non-rental real estate owned properties on favorable terms and on a timely basis or at all;
|
•
|
the failure to identify unforeseen expenses or material liabilities associated with asset acquisitions through the due diligence process prior to such acquisitions;
|
•
|
changes in the market value of our single-family rental properties and real estate owned;
|
•
|
changes in interest rates;
|
•
|
our ability to obtain and access financing arrangements on favorable terms or at all;
|
•
|
our ability to maintain adequate liquidity;
|
•
|
our ability to retain our engagement of AAMC;
|
•
|
the failure of our third party vendors to effectively perform their obligations under their respective agreements with us;
|
•
|
our failure to maintain our qualification as a REIT;
|
•
|
our failure to maintain our exemption from registration under the Investment Company Act;
|
•
|
the impact of adverse real estate, mortgage or housing markets;
|
•
|
the impact of adverse legislative, regulatory or tax changes; and
|
•
|
general economic and market conditions.
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||
Rental:
|
|
|
|
|
||
Leased
|
|
13,711
|
|
|
13,546
|
|
Listed and ready for rent
|
|
371
|
|
|
434
|
|
Unit turn
|
|
369
|
|
|
428
|
|
Renovation
|
|
94
|
|
|
136
|
|
Total rental properties
|
|
14,545
|
|
|
14,544
|
|
Previous rentals identified for sale
|
|
94
|
|
|
158
|
|
Legacy REO
|
|
10
|
|
|
56
|
|
Total real estate held for use
|
|
14,649
|
|
|
14,758
|
|
Held for sale
|
|
99
|
|
|
687
|
|
Total real estate assets
|
|
14,748
|
|
|
15,445
|
|
State
|
|
Number of Properties
|
|
Carrying
Value (1)
|
|
Average Age in Years
|
||||
Georgia
|
|
4,380
|
|
|
$
|
473,657
|
|
|
36
|
|
Florida
|
|
2,088
|
|
|
304,211
|
|
|
40
|
|
|
Texas
|
|
1,931
|
|
|
276,038
|
|
|
29
|
|
|
Tennessee
|
|
1,468
|
|
|
203,816
|
|
|
24
|
|
|
North Carolina
|
|
867
|
|
|
114,654
|
|
|
26
|
|
|
Alabama
|
|
719
|
|
|
79,917
|
|
|
42
|
|
|
Indiana
|
|
664
|
|
|
82,319
|
|
|
24
|
|
|
Minnesota
|
|
623
|
|
|
106,747
|
|
|
78
|
|
|
Missouri
|
|
484
|
|
|
68,076
|
|
|
42
|
|
|
Oklahoma
|
|
305
|
|
|
42,788
|
|
|
28
|
|
|
All other rentals
|
|
1,016
|
|
|
148,859
|
|
|
35
|
|
|
Total rental properties
|
|
14,545
|
|
|
1,901,082
|
|
|
36
|
|
|
Previous rentals identified for sale
|
|
94
|
|
|
11,462
|
|
|
51
|
|
|
Legacy REO
|
|
10
|
|
|
3,203
|
|
|
50
|
|
|
Total real estate held for use
|
|
14,649
|
|
|
1,915,747
|
|
|
36
|
|
|
Held for sale
|
|
99
|
|
|
14,395
|
|
|
53
|
|
|
Total
|
|
14,748
|
|
|
$
|
1,930,142
|
|
|
36
|
|
(1)
|
The carrying value of an asset held for use is based on historical cost plus renovation costs, net of any accumulated depreciation and impairment. Assets held for sale are carried at the lower of the carrying amount or estimated fair value less costs to sell.
|
•
|
Acquisition Strategy Enables us to Continue Building a Portfolio that Targets Attractive Yields to Stockholders. Through AAMC’s personnel and technical expertise, we have developed a disciplined market and asset selection approach and a valuation model that uses proprietary and market data to evaluate and project the performance of SFR assets. This valuation model has been built with multiple broad economic and geographic inputs as well as numerous property-level inputs to determine which properties will produce attractive yields and how much to pay for these properties to best achieve optimal results. These internally developed tools help us to evaluate the most attractive SFR portfolios available for purchase. We also leverage our property inspection, management and rental infrastructure and related data flows to identify and acquire attractive assets in the geographical locations into which we desire to grow. We intend to continue to focus on strategic geographical areas, develop regional experience to continually refine our acquisition strategy and achieve rental portfolio growth with properties marked by strong stabilized occupancy rates and optimal economic returns. We also believe that our focus on affordable housing provides us with a potential advantage, as we believe this is an underserved market segment that provides us with attractive yield and growth opportunities.
|
•
|
Extensive Internal Property Management Infrastructure. With our internal property manager and the support of our growing nationwide vendor networks, we believe that we are well positioned to operate and manage SFR properties across the United States at an attractive cost structure. We have an excellent, experienced property management team
|
•
|
Depth of Management Experience. We believe the experience and technical expertise of our management team is one of our key strengths. Our team has a broad and deep knowledge of the real estate market with decades of experience in real estate, mortgage trading, housing, financial services and asset management. Their experience in the real estate industry brings a wealth of understanding of the markets in which we operate and can help us build our portfolio in a manner that brings attractive potential returns to stockholders. Management and its supporting teams have expertise and extensive contacts that enable us to source SFR assets through access to auctions and sellers of SFR assets and obtain financing to optimize available leverage. We believe that AAMC’s asset evaluation process and the experience and judgment of its executive management team in identifying, assessing, valuing and acquiring new SFR assets will help us to appropriately value the portfolios at the time of purchase and operate them profitably as we continue to grow.
|
•
|
the financial soundness of institutions with which we plan to transact business and make recommendations with respect thereto;
|
•
|
our risk exposure limits with respect to the dollar amounts of total exposure with a given institution; and
|
•
|
investment accounts and trading accounts to be opened with banks, broker-dealers and financial institutions.
|
•
|
No investment will be made that would cause us or any of our subsidiaries to fail to qualify as a REIT for U.S. federal income tax purposes;
|
•
|
No investment will be made that would cause us to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”); and
|
•
|
Until appropriate investments can be identified, we may invest available cash in interest-bearing and short-term investments that are consistent with (a) our intention to qualify as a REIT and (b) our exemption from registration as an investment company under the Investment Company Act.
|
•
|
reporting requirements to the agent or lender,
|
•
|
minimum adjusted tangible net worth requirements,
|
•
|
minimum net asset requirements,
|
•
|
limitations on the indebtedness,
|
•
|
minimum levels of liquidity, including specified levels of unrestricted cash,
|
•
|
limitations on sales and dispositions of properties collateralizing certain of the loan agreements,
|
•
|
various restrictions on the use of cash generated by the operations of properties, and
|
•
|
a minimum fixed charge coverage ratio.
|
•
|
joblessness or unemployment rates that adversely affect the local economy;
|
•
|
an oversupply of or a reduced demand for SFR properties for rent;
|
•
|
a decline in employment or lack of employment growth;
|
•
|
the inability or unwillingness of residents to pay rent increases or fulfill their lease obligations;
|
•
|
a decline in rental rate, which may be accentuated since we expect to generally have rent terms of one year;
|
•
|
rent control or rent stabilization laws or other laws regulating housing that could prevent us from raising rents to offset increases in operating costs;
|
•
|
changes in interest rates and availability and terms of debt financing; and
|
•
|
economic conditions that could cause an increase in our operating expenses such as increases in property taxes, utilities and routine maintenance.
|
•
|
We would not be allowed a deduction for dividends paid to stockholders in computing our taxable income, thus becoming subject to federal income tax;
|
•
|
We could be subject to increased state and local taxes; and
|
•
|
Unless we are entitled to relief under certain federal income tax laws, we could not re-elect REIT status until the fifth calendar year after the year in which we failed to qualify as a REIT. In addition, if we fail to qualify as a REIT, we will no longer be required to make distributions.
|
•
|
Actual receipt of an improper benefit or profit in money, property or services; or
|
•
|
Active and deliberate dishonesty that is established by a final judgment and is material to the cause of action.
|
•
|
limitations on capital structure;
|
•
|
restrictions on specified investments;
|
•
|
restrictions on leverage or senior securities;
|
•
|
restrictions on unsecured borrowings;
|
•
|
prohibitions on transactions with affiliates; and
|
•
|
compliance with reporting, record keeping, voting, proxy disclosure and other rules and regulations that would significantly increase our operating expenses.
|
•
|
variations in our actual or anticipated results of operations, liquidity or financial condition;
|
•
|
the announcement of material transactions or the failure to consummate such transactions;
|
•
|
changes in, or the failure to meet, our financial estimates or those of securities analysts;
|
•
|
the amount and timing of any cash distributions;
|
•
|
actions or announcements by our competitors;
|
•
|
failure of HavenBrook to provide effective and cost efficient property management services;
|
•
|
actual or anticipated accounting problems;
|
•
|
adverse market reaction to any increased indebtedness we incur in the future;
|
•
|
regulatory actions;
|
•
|
changes in the market outlook for the real estate, mortgage or housing markets;
|
•
|
technology changes in our business;
|
•
|
changes in interest rates that lead purchasers of our common stock to demand a higher yield;
|
•
|
future equity issuances by us, share resales by our stockholders or the perception that such issuances or resales may occur;
|
•
|
actions by our stockholders;
|
•
|
changes to our investment strategy;
|
•
|
speculation in the press or investment community;
|
•
|
general market, economic and political conditions, including an economic slowdown or dislocation in the global credit markets;
|
•
|
failure to maintain the listing of our common stock on the New York Stock Exchange;
|
•
|
failure to qualify or maintain our qualification as a REIT;
|
•
|
failure to maintain our exemption from registration under the Investment Company Act;
|
•
|
changes in accounting principles;
|
•
|
passage of legislation or other regulatory developments that adversely affect us or our industry; and
|
•
|
departure of AAMC’s, and therefore our, key personnel.
|
|
|
2019
|
|
2018
|
||||||||||||||||||||
Quarter ended
|
|
High
|
|
Low
|
|
Dividend
|
|
High
|
|
Low
|
|
Dividend
|
||||||||||||
March 31
|
|
$
|
11.45
|
|
|
$
|
8.65
|
|
|
$
|
0.15
|
|
|
$
|
11.93
|
|
|
$
|
9.70
|
|
|
$
|
0.15
|
|
June 30
|
|
12.44
|
|
|
9.41
|
|
|
0.15
|
|
|
11.45
|
|
|
9.59
|
|
|
0.15
|
|
||||||
September 30
|
|
12.26
|
|
|
10.77
|
|
|
0.15
|
|
|
12.99
|
|
|
9.33
|
|
|
0.15
|
|
||||||
December 31
|
|
13.12
|
|
|
10.55
|
|
|
—
|
|
|
10.86
|
|
|
8.22
|
|
|
0.15
|
|
|
|
For the period from December 31, 2014 to December 31,
|
||||||||||||||||||
Index
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
||||||||||
Front Yard Residential Corporation
|
|
$
|
75.92
|
|
|
$
|
73.03
|
|
|
$
|
79.65
|
|
|
$
|
67.85
|
|
|
$
|
86.79
|
|
S&P 500
|
|
99.27
|
|
|
108.74
|
|
|
129.86
|
|
|
121.76
|
|
|
156.92
|
|
|||||
Russell 2000
|
|
94.29
|
|
|
112.65
|
|
|
127.46
|
|
|
111.94
|
|
|
138.50
|
|
|||||
FTSE NAREIT All Equity REITs
|
|
102.83
|
|
|
111.70
|
|
|
121.39
|
|
|
116.48
|
|
|
149.86
|
|
|
|
For the Year Ended December 31,
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Total revenue
|
|
$
|
207,010
|
|
|
$
|
183,013
|
|
|
$
|
94,171
|
|
|
$
|
56,758
|
|
|
$
|
248,098
|
|
Net loss
|
|
(105,391
|
)
|
|
(130,835
|
)
|
|
(185,454
|
)
|
|
(228,028
|
)
|
|
(46,005
|
)
|
|||||
Loss per basic share
|
|
(1.96
|
)
|
|
(2.44
|
)
|
|
(3.47
|
)
|
|
(4.18
|
)
|
|
(0.81
|
)
|
|||||
Loss per diluted share
|
|
(1.96
|
)
|
|
(2.44
|
)
|
|
(3.47
|
)
|
|
(4.18
|
)
|
|
(0.81
|
)
|
|||||
Dividend per share
|
|
0.45
|
|
|
0.60
|
|
|
0.60
|
|
|
0.75
|
|
|
1.83
|
|
|
|
As of December 31,
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Total assets
|
|
$
|
2,053,122
|
|
|
$
|
2,270,251
|
|
|
$
|
1,974,549
|
|
|
$
|
2,284,847
|
|
|
$
|
2,450,773
|
|
Repurchase and loan agreements
|
|
1,644,230
|
|
|
1,722,219
|
|
|
1,270,157
|
|
|
1,220,972
|
|
|
763,369
|
|
|||||
Other secured borrowings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
144,099
|
|
|
502,599
|
|
|
Held for Use
|
|
Held for Sale
|
|
Total Portfolio
|
|||||||||
December 31, 2019
|
Stabilized
|
|
Non-Stabilized
|
|
Total
|
|
|
|||||||
Rental properties:
|
|
|
|
|
|
|
|
|
|
|||||
Leased
|
13,711
|
|
|
—
|
|
|
13,711
|
|
|
—
|
|
|
13,711
|
|
Listed and ready for rent
|
357
|
|
|
14
|
|
|
371
|
|
|
—
|
|
|
371
|
|
Unit turn
|
369
|
|
|
—
|
|
|
369
|
|
|
—
|
|
|
369
|
|
Renovation
|
—
|
|
|
94
|
|
|
94
|
|
|
—
|
|
|
94
|
|
Total rental properties
|
14,437
|
|
|
108
|
|
|
14,545
|
|
|
|
|
|
||
Previous rentals identified for sale
|
—
|
|
|
94
|
|
|
94
|
|
|
87
|
|
|
181
|
|
Legacy REO
|
—
|
|
|
10
|
|
|
10
|
|
|
12
|
|
|
22
|
|
|
14,437
|
|
|
212
|
|
|
14,649
|
|
|
99
|
|
|
14,748
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|||||
Rental properties:
|
|
|
|
|
|
|
|
|
|
|||||
Leased
|
13,546
|
|
|
—
|
|
|
13,546
|
|
|
423
|
|
|
13,969
|
|
Listed and ready for rent
|
409
|
|
|
25
|
|
|
434
|
|
|
8
|
|
|
442
|
|
Unit turn
|
428
|
|
|
—
|
|
|
428
|
|
|
18
|
|
|
446
|
|
Renovation
|
—
|
|
|
136
|
|
|
136
|
|
|
2
|
|
|
138
|
|
Total rental properties
|
14,383
|
|
|
161
|
|
|
14,544
|
|
|
|
|
|
||
Previous rentals identified for sale
|
—
|
|
|
158
|
|
|
158
|
|
|
188
|
|
|
346
|
|
Legacy REO
|
—
|
|
|
56
|
|
|
56
|
|
|
48
|
|
|
104
|
|
|
14,383
|
|
|
375
|
|
|
14,758
|
|
|
687
|
|
|
15,445
|
|
|
|
Year Ended December 31,
|
|||||||
|
|
2019
|
|
2018
|
|
2017
|
|||
Beginning count of real estate assets
|
|
15,445
|
|
|
12,574
|
|
|
10,533
|
|
Acquisitions
|
|
251
|
|
|
3,306
|
|
|
3,492
|
|
Dispositions
|
|
(954
|
)
|
|
(448
|
)
|
|
(1,710
|
)
|
Mortgage loan conversions to REO, net (1)
|
|
4
|
|
|
10
|
|
|
248
|
|
Other additions
|
|
2
|
|
|
3
|
|
|
11
|
|
Ending count of real estate assets
|
|
14,748
|
|
|
15,445
|
|
|
12,574
|
|
(1)
|
Subsequent to the foreclosure sale, we may be notified that the foreclosure sale was invalidated for certain reasons.
|
|
|
Year Ended December 31,
|
|||||||
|
|
2019
|
|
2018
|
|
2017
|
|||
Beginning count of mortgage loans
|
|
74
|
|
|
111
|
|
|
3,474
|
|
Resolutions and dispositions (1)
|
|
(70
|
)
|
|
(27
|
)
|
|
(3,115
|
)
|
Mortgage loan conversions to REO, net (2)
|
|
(4
|
)
|
|
(10
|
)
|
|
(248
|
)
|
Ending count of mortgage loans
|
|
—
|
|
|
74
|
|
|
111
|
|
(1)
|
We generally liquidated our mortgage loan assets through sales to third party purchasers, short sales, refinancing or foreclosure sales.
|
(2)
|
Subsequent to the foreclosure sale, we may be notified that the foreclosure sale was invalidated for certain reasons.
|
i.
|
Change in unrealized gain or loss on mortgage loans. Upon conversion of loans to REO, we marked the properties to the most recent market value. The difference between the carrying value of the asset at the time of conversion and the most recent market value, based on broker price opinions (“BPOs”), was recorded in our statement of operations as change in unrealized gain on mortgage loans. In addition, change in unrealized gain on mortgage loans included the adjustment of the carrying value of our mortgage loans to estimated fair value at each reporting date, which may have been based on (i) market information, to the extent available and as adjusted for factors specific to individual mortgage loans, or (ii) as determined by AAMC's proprietary discounted cash flow model. Lastly, upon the liquidation of a mortgage loan or REO property, we reclassify previously accumulated unrealized gains to realized gains.
|
ii.
|
Net realized gain or loss on mortgage loans. We recognized net realized gains or losses, including the reclassification of previously accumulated net unrealized gains, upon the liquidation of a loan, which may have consisted of short sale, third party sale of the underlying property, refinancing or full debt pay-off of the loan.
|
iii.
|
Net realized gain or loss on sales of real estate. REO properties that do not meet our investment criteria and certain former rental properties are sold out of our taxable REIT subsidiary. The realized gain or loss recognized in the fi
|
i.
|
Residential property operating expenses. Residential property operating expenses are expenses associated with our ownership and operation of residential properties, including costs such as expenses towards repairs, turnover costs, utility expenses on vacant properties, property taxes, insurance, HOA dues and personnel costs for repair and maintenance employees.
|
ii.
|
Property management expenses. Property management expenses include personnel costs of property management employees and other costs incurred in the oversight and management of our portfolio of homes. In addition, prior to our internalization of the property management function, property management expenses includes fees paid to external property managers.
|
iii.
|
Depreciation and amortization. Depreciation and amortization is a non-cash expense associated with the ownership of real estate and generally remains consistent over the life of an asset since we depreciate our properties on a straight-line basis. Depreciation and amortization also includes the amortization of our in-place lease intangible assets and lease commissions, which generally are amortized for periods of one year or less. The level of amortization of in-place lease intangible assets will vary depending upon our acquisition activity.
|
iv.
|
Acquisition and integration costs. Acquisition and integration costs include expenses associated with acquisitions as well as duplicative or non-recurring costs associated with the internalization of our property management function. We expect the majority of our asset acquisitions will not meet the definition of a business; therefore, we expect that the majority of acquisition costs will be capitalized into the cost basis of such assets.
|
v.
|
Impairment. Impairment represents the amount by which we estimate the carrying amount of a property will not be recoverable.
|
vi.
|
Mortgage loan servicing costs. Mortgage loan servicing costs are primarily for servicing fees, foreclosure fees and advances of residential property insurance. With the divestiture of our last remaining mortgage loans during 2019, we do not expect to incur mortgage servicing costs in subsequent periods.
|
vii.
|
Interest expense. Interest expense consists of the costs to borrow money in connection with our debt financing of our portfolios.
|
i.
|
Share-based compensation. Share-based compensation is a non-cash expense related to the restricted stock units and stock options issued pursuant to our authorized share-based compensation plans.
|
viii.
|
General and administrative. General and administrative expenses consist of the costs related to the general operation and overall administration of our business, including compensation and benefits of certain employees. In addition, general administrative expenses include expense reimbursements to AAMC, which include the compensation and benefits of the General Counsel dedicated to us and certain operating expenses incurred by AAMC on our behalf.
|
ix.
|
Management fees to AAMC. Under the Amended AMA, our management fees to AAMC include a quarterly Base Management Fee and a potential annual Incentive Fee, each of which are dependent upon our performance and are subject to potential downward adjustments and an aggregate fee cap. The quarterly Base Management Fee under the Amended AMA is subject to a minimum of $3,584,000. Under the Former AMA, our management fees to AAMC included a base management fee and a conversion fee. The base management fee was calculated as a percentage of our average invested capital, and the conversion fee was based on the number and value of mortgage loans and/or REO properties that Front Yard converted to rental properties for the first time in each period. For additional information regarding our management fees to AAMC, refer to Note 10, “Related-Party Transactions” of the consolidated financial statements.
|
|
Year ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Change in unrealized gain (loss) due to:
|
|
|
|
||||
Conversion of mortgage loans to REO, net
|
$
|
769
|
|
|
$
|
2,344
|
|
Change in fair value, net
|
210
|
|
|
313
|
|
||
Reclassification to realized gain or loss
|
(24,065
|
)
|
|
(35,041
|
)
|
||
Total change in unrealized gain (loss) on mortgage loans
|
(23,086
|
)
|
|
(32,384
|
)
|
||
Net realized loss on mortgage loans (1)
|
(6,912
|
)
|
|
(938
|
)
|
||
Net realized gain on sales of real estate
|
42,854
|
|
|
33,177
|
|
||
Net gain (loss) on real estate and mortgage loans
|
$
|
12,856
|
|
|
$
|
(145
|
)
|
(1)
|
The year ended December 31, 2019 includes downward purchase price adjustments on prior loan sales of $3.5 million.
|
|
Maturity Date
|
|
|
Interest Rate
|
|
|
Amount Outstanding
|
|
Maximum Borrowing Capacity
|
|
Amount of Available Funding
|
|
Book Value of Collateral
|
||||||||
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
CS Repurchase Agreement
|
2/15/2020
|
(1)
|
|
1-month LIBOR + 2.30%
|
|
|
$
|
109,002
|
|
|
$
|
250,000
|
|
|
$
|
140,998
|
|
|
$
|
111,593
|
|
Nomura Loan Agreement
|
4/3/2020
|
|
|
1-month LIBOR + 2.30%
|
|
|
33,671
|
|
|
250,000
|
|
|
216,329
|
|
|
38,423
|
|
||||
HOME II Loan Agreement
|
11/9/2020
|
(2)
|
|
1-month LIBOR + 2.10%
|
(3)
|
|
83,270
|
|
|
83,270
|
|
|
—
|
|
|
98,150
|
|
||||
HOME III Loan Agreement
|
11/9/2020
|
(2)
|
|
1-month LIBOR + 2.10%
|
(3)
|
|
89,150
|
|
|
89,150
|
|
|
—
|
|
|
108,860
|
|
||||
HOME IV Loan Agreement (A)
|
12/9/2022
|
|
|
4.00%
|
|
|
114,201
|
|
|
114,201
|
|
|
—
|
|
|
141,787
|
|
||||
HOME IV Loan Agreement (B)
|
12/9/2022
|
|
|
4.00%
|
|
|
114,590
|
|
|
114,590
|
|
|
—
|
|
|
142,620
|
|
||||
Term Loan Agreement
|
4/6/2022
|
|
|
5.00%
|
|
|
99,782
|
|
|
99,782
|
|
|
—
|
|
|
111,061
|
|
||||
FYR SFR Loan Agreement
|
9/1/2028
|
|
|
4.65%
|
|
|
508,700
|
|
|
508,700
|
|
|
—
|
|
|
573,961
|
|
||||
MS Loan Agreement
|
12/7/2023
|
|
|
1-month LIBOR + 1.80%
|
(4)
|
|
504,986
|
|
|
504,986
|
|
|
—
|
|
|
595,650
|
|
||||
|
|
|
|
|
|
|
1,657,352
|
|
|
$
|
2,014,679
|
|
|
$
|
357,327
|
|
|
$
|
1,922,105
|
|
|
Less: unamortized loan discounts
|
|
|
|
|
|
|
(3,632
|
)
|
|
|
|
|
|
|
|||||||
Less: deferred debt issuance costs
|
|
|
|
|
|
|
(9,490
|
)
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
$
|
1,644,230
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
CS Repurchase Agreement
|
11/15/2019
|
|
|
1-month LIBOR + 3.00%
|
|
|
$
|
193,654
|
|
|
$
|
250,000
|
|
|
$
|
56,346
|
|
|
$
|
224,934
|
|
Nomura Loan Agreement
|
4/5/2020
|
|
|
1-month LIBOR + 3.00%
|
|
|
30,497
|
|
|
250,000
|
|
|
219,503
|
|
|
48,388
|
|
||||
HOME II Loan Agreement
|
11/9/2019
|
|
|
1-month LIBOR + 2.10%
|
|
|
83,270
|
|
|
83,270
|
|
|
—
|
|
|
100,461
|
|
||||
HOME III Loan Agreement
|
11/9/2019
|
|
|
1-month LIBOR + 2.10%
|
|
|
89,150
|
|
|
89,150
|
|
|
—
|
|
|
111,542
|
|
||||
HOME IV Loan Agreement (A)
|
12/9/2022
|
|
|
4.00%
|
|
|
114,201
|
|
|
114,201
|
|
|
—
|
|
|
145,461
|
|
||||
HOME IV Loan Agreement (B)
|
12/9/2022
|
|
|
4.00%
|
|
|
114,590
|
|
|
114,590
|
|
|
—
|
|
|
146,479
|
|
||||
Term Loan Agreement
|
4/6/2022
|
|
|
5.00%
|
|
|
100,000
|
|
|
100,000
|
|
|
—
|
|
|
114,401
|
|
||||
FYR SFR Loan Agreement
|
9/1/2028
|
|
|
4.65%
|
|
|
508,700
|
|
|
508,700
|
|
|
—
|
|
|
585,563
|
|
||||
MS Loan Agreement
|
12/7/2023
|
|
|
1-month LIBOR + 1.80%
|
|
|
504,986
|
|
|
504,986
|
|
|
—
|
|
|
609,619
|
|
||||
|
|
|
|
|
|
|
1,739,048
|
|
|
$
|
2,014,897
|
|
|
$
|
275,849
|
|
|
$
|
2,086,848
|
|
|
Less: unamortized loan discounts
|
|
|
|
|
|
|
(4,896
|
)
|
|
|
|
|
|
|
|||||||
Less: deferred debt issuance costs
|
|
|
|
|
|
|
(11,933
|
)
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
$
|
1,722,219
|
|
|
|
|
|
|
|
(1)
|
On February 13, 2020, we extended the maturity date to May 15, 2020.
|
(2)
|
Represents current maturity date as of the reporting date. We have the option to extend the maturity date for up to three successive one-year extensions, the first of which we exercised on November 9, 2019.
|
(3)
|
The interest rate is capped at 4.40% under an interest rate cap derivative.
|
(4)
|
The interest rate is capped at 4.30% under an interest rate cap derivative.
|
•
|
reporting requirements to the agent or lender,
|
•
|
minimum adjusted tangible net worth requirements,
|
•
|
minimum net asset requirements,
|
•
|
limitations on the indebtedness,
|
•
|
minimum levels of liquidity, including specified levels of unrestricted cash,
|
•
|
limitations on sales and dispositions of properties collateralizing certain of the loan agreements,
|
•
|
various restrictions on the use of cash generated by the operations of properties, and
|
•
|
a minimum fixed charge coverage ratio.
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Balance outstanding at end of period
|
$
|
1,657,352
|
|
|
$
|
1,739,048
|
|
|
$
|
1,282,428
|
|
Maximum month-end balance outstanding during the period
|
1,743,383
|
|
|
1,739,048
|
|
|
1,316,240
|
|
|||
Weighted average balance
|
1,652,622
|
|
|
1,444,816
|
|
|
1,157,532
|
|
|||
Amount of available funding at end of period
|
357,327
|
|
|
275,849
|
|
|
308,042
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net cash used in operating activities
|
|
$
|
(2,807
|
)
|
|
$
|
(35,930
|
)
|
|
$
|
(48,151
|
)
|
Net cash provided by (used in) investing activities
|
|
117,358
|
|
|
(429,553
|
)
|
|
621,206
|
|
|||
Net cash (used in) provided by financing activities
|
|
(117,702
|
)
|
|
385,155
|
|
|
(540,790
|
)
|
|||
Total cash flows
|
|
$
|
(3,151
|
)
|
|
$
|
(80,328
|
)
|
|
$
|
32,265
|
|
|
|
|
Amount Due during the Years ending December 31,
|
|
|
||||||||||||||
|
Total
|
|
2020
|
|
2021 - 2022
|
|
2023 - 2024
|
|
Thereafter
|
||||||||||
Management fees (1)
|
$
|
62,385
|
|
|
$
|
14,336
|
|
|
$
|
28,672
|
|
|
$
|
19,377
|
|
|
$
|
—
|
|
Operating leases
|
971
|
|
|
608
|
|
|
363
|
|
|
—
|
|
|
—
|
|
|||||
Finance leases
|
2,336
|
|
|
981
|
|
|
1,245
|
|
|
110
|
|
|
—
|
|
|||||
Borrowings (2)
|
1,657,352
|
|
|
142,673
|
|
|
500,993
|
|
|
504,986
|
|
|
508,700
|
|
|||||
Interest (3)
|
337,408
|
|
|
63,936
|
|
|
120,759
|
|
|
64,731
|
|
|
87,982
|
|
|||||
|
$
|
2,060,452
|
|
|
$
|
222,534
|
|
|
$
|
652,032
|
|
|
$
|
589,204
|
|
|
$
|
596,682
|
|
(1)
|
Represents the Minimum Base Fee during the initial term of the Amended AMA.
|
(2)
|
Maturities include applicable extensions.
|
(3)
|
Assumes interest rates as of December 31, 2019 remain in effect for the remaining term of the borrowings. Actual payments could vary.
|
Exhibit Number
|
|
Description
|
|
Separation Agreement, dated as of December 21, 2012, between Front Yard Residential Corporation f/k/a Altisource Residential Corporation and Altisource Portfolio Solutions S.A. (incorporated by reference to Exhibit 2.1 of the Registrant's Current Report on Form 8-K filed with the Commission on December 28, 2012).
|
|
|
Membership Interest Purchase and Sale Agreement, dated September 30, 2016, between MSR I, LP and Front Yard Residential, L.P. f/k/a Altisource Residential, L.P. (incorporated by reference to Exhibit 2.1 of the registrant's Current Report on Form 8-K filed on October 3, 2016).
|
|
|
Purchase and Sale Agreement, dated September 30, 2016, between Firebird SFE I, LLC and Front Yard Residential f/k/a Altisource Residential, L.P. (incorporated by reference to Exhibit 2.2 of the registrant's Current Report on Form 8-K filed on October 3, 2016).
|
|
|
Purchase and Sale Agreement, dated March 30, 2017, among Vaca Morada Partners, LP, MSR II, LP and Front Yard Residential, L.P. f/k/a Altisource Residential, L.P. (incorporated by reference to Exhibit 2.1 of the Registrant's Current Report on Form 8-K filed on April 5, 2017).
|
|
|
First Amendment to the Purchase and Sale Agreement, dated June 29, 2017, among Vaca Morada Partners, LP, MSR II, LP and Front Yard Residential, L.P. f/k/a Altisource Residential, L.P. (incorporated by reference to Exhibit 2.1 of the Registrant's Current Report on Form 8-K filed on July 6, 2017).
|
|
|
Second Amendment to the Purchase and Sale Agreement, dated November 29, 2017, among Vaca Morada Partners, LP, MSR II, LP and Front Yard Residential, L.P. f/k/a Altisource Residential, L.P. (incorporated by reference to Exhibit 2.1 of the Registrant's Current Report on Form 8-K filed on December 5, 2017).
|
|
|
Purchase Agreement, dated as of August 8, 2018, by and among FYR SFR Purchaser, LLC, RHA 1 Inc., RHA 2 Inc., RHA 3 Inc., HavenBrook Partners, LLC, Rental Home Associates LLC and each of the unitholders of HavenBrook Partners, LLC (incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K filed on August 9, 2018).
|
|
|
Articles of Restatement of Altisource Residential Corporation (incorporated by reference to Exhibit 3.3 of the Registrant's Current Report on Form 8-K filed on April 8, 2013).
|
|
|
Articles of Amendment of Front Yard Residential Corporation (incorporated by reference to Exhibit 3.1 of the registrant's Current Report on Form 8-K filed on February 9, 2018).
|
|
|
Amended and Restated By-laws of Front Yard Residential Corporation (incorporated by reference to Exhibit 3.2 of the Registrant's Current Report on Form 8-K filed with the Commission on February 9, 2018).
|
|
|
Support Services Agreement, dated as of December 21, 2012, between Front Yard Residential Corporation f/k/a Altisource Residential Corporation and Altisource Solutions S.à r.l. (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Commission on December 28, 2012).
|
|
|
Master Services Agreement, dated as of December 21, 2012, between Front Yard Residential Corporation f/k/a Altisource Residential Corporation and Altisource Solutions S.à r.l. (incorporated by reference to Exhibit 10.4 of the Registrant’s Current Report on Form 8-K filed with the Commission on December 28, 2012).
|
|
10.3 †
|
|
Front Yard Residential Corporation f/k/a Altisource Residential Corporation Conversion Option Plan (incorporated by reference to Exhibit 10.8 of the Registrant’s Current Report on Form 8-K filed with the Commission on December 28, 2012).
|
|
Front Yard Residential Corporation f/k/a Altisource Residential Corporation Special Conversion Option Plan (incorporated by reference to Exhibit 10.9 of the Registrant’s Current Report on Form 8-K filed with the Commission on December 28, 2012).
|
|
|
Master Repurchase Agreement and related Annexes, dated as of December 22, 2014, between Credit Suisse Securities (USA) LLC and ARNS, Inc. (incorporated by reference to Exhibit 10.22 of the Registrant’s Annual Report on Form 10-K filed with the Commission on March 2, 2015).
|
|
|
Flow Servicing Agreement, dated as of January 24, 2015, between Fay Servicing, LLC and Front Yard Residential L.P. f/k/a Altisource Residential, L.P. (incorporated by reference to Exhibit 10.25 of the Registrant’s Annual Report on Form 10-K filed with the Commission on March 2, 2015).
|
Exhibit Number
|
|
Description
|
|
Asset Management Agreement, dated March 31, 2015, among Front Yard Residential Corporation f/k/a Altisource Residential Corporation, Altisource Residential, L.P. and Altisource Asset Management Corporation (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed with the Commission on April 2, 2015).
|
|
|
Amendment to Asset Management Agreement, dated April 7, 2015, among Front Yard Residential Corporation f/k/a Altisource Residential Corporation, Altisource Residential, L.P. and Altisource Asset Management Corporation (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed with the Commission on April 13, 2015).
|
|
|
Guaranty, dated as of April 10, 2015 made by Front Yard Residential Corporation f/k/a Altisource Residential Corporation in favor of Nomura Corporate Funding Americas, LLC (incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on May 7, 2015).
|
|
|
Second Amended and Restated Loan and Security Agreement, dated as of April 5, 2018, among Nomura Corporate Funding Americas, LLC, and ARLP REO I, LLC, on behalf of itself and with respect to QRS Series of ARLP REO I, LLC and TRS Series of ARLP REO I, LLC, ARLP REO II, LLC, on behalf of itself and with respect to QRS Series of ARLP REO II, LLC and TRS Series of ARLP REO II, LLC, ARLP REO III, LLC, on behalf of itself and with respect to QRS Series of ARLP REO III, LLC and TRS Series of ARLP REO III, LLC, ARLP REO IV, LLC, on behalf of itself and with respect to QRS Series of ARLP REO IV, LLC and TRS Series of ARLP REO IV, LLC, ARLP REO V, LLC, on behalf of itself and with respect to QRS Series of ARLP REO V, LLC and TRS Series of ARLP REO V, LLC, ARLP REO VI, LLC, on behalf of itself and with respect to QRS Series of ARLP REO VI, LLC and TRS Series of ARLP REO VI, LLC, ARLP REO VII, LLC, on behalf of itself and with respect to QRS Series of ARLP REO VII, LLC and TRS Series of ARLP REO VII, LLC and ARLP REO 400, LLC, on behalf of itself and with respect to QRS Series of ARLP REO 400, LLC and TRS Series of ARLP REO 400, LLC and ARLP REO 500, LLC, on behalf of itself and with respect to QRS Series of ARLP REO 500, LLC and TRS Series of ARLP REO 500, LLC and each other Delaware limited liability company that is organized in series that may be subsequently added as a party to the Agreement under a Joinder Agreement (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Commission on April 11, 2018).
|
|
|
Front Yard Residential Corporation f/k/a Altisource Residential Corporation 2016 Equity Incentive Plan. (incorporated by reference to Exhibit 10.29 of the Registrant’s Annual Report on Form 10-K filed with the Commission on March 1, 2017)
|
|
|
Form of Stock Option Award Agreement under the 2016 Equity Incentive Plan (incorporated by reference to Exhibit 10.6 of the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on November 7, 2016).
|
|
|
Form of Restricted Stock Unit Award Agreement under the 2016 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 of the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on November 7, 2016).
|
|
|
Agreement between Front Yard Residential Corporation f/k/a Altisource Residential Corporation and RESI Shareholders Group, dated May 10, 2016 (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Commission on May 11, 2016).
|
|
|
Property Management Services Agreement, dated September 30, 2016, by and between HOME SFR Borrower, LLC and Main Street Renewal, LLC (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Commission on October 3, 2016).
|
|
|
Side Letter, dated September 30, 2016, by and between HOME SFR Borrower, LLC and Main Street Renewal, LLC (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed with the Commission on October 3, 2016).
|
|
|
Amendment and Waiver Agreement, dated September 30, 2016, by and among Front Yard Residential Corporation f/k/a Altisource Residential Corporation and Altisource Solutions S.à r.l. (incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K filed with the Commission on October 3, 2016).
|
|
|
Loan Agreement, dated September 30, 2016, among Home SFR Borrower, LLC, as Borrower, MSR I, L.P., as a Lender, MSR II, L.P., as a Lender, and MSR Lender LLC, as Agent (incorporated by reference to Exhibit 10.4 of the Registrant’s Current Report on Form 8-K filed with the Commission on October 3, 2016).
|
|
|
Amended and Restated Loan Agreement, dated October 7, 2016, between Home SFR Borrower, LLC, as Borrower, and MSR Lender LLC, as Lender (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Commission on October 14, 2016).
|
Exhibit Number
|
|
Description
|
|
Third Amended and Restated Master Repurchase Agreement, dated November 18, 2016, by and among Credit Suisse First Boston Mortgage Capital LLC, Credit Suisse AG, acting through its Cayman Islands Branch, Alpine Securitization LTD and other Buyers joined thereto from time to time, Altisource Residential, L.P., ARLP Repo Seller S, LLC, ARLP Repo Seller L, LLC and ARNS, Inc., ARLP Trust, ARLP Trust 3 on behalf of itself and each of its series, ARLP Trust 4, ARLP Trust 5 on behalf of itself and each of its series, ARLP Trust 6 on behalf of itself and each of its series, ARLP Securitization Trust, Series 2014-1 on behalf of itself and each of its series, ARLP Securitization Trust, Series 2014-2 on behalf of itself and each of its series, RESI SFR Sub, LLC and RESI REO Sub, LLC, and the Altisource Residential Corporation (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Commission on November 23, 2016).
|
|
|
Third Amended and Restated Guaranty made by Front Yard Residential Corporation f/k/a Altisource Residential Corporation in favor of Credit Suisse First Boston Mortgage Capital LLC, for the benefit of Credit Suisse AG, acting through its Cayman Islands Branch, Alpine Securitization LTD and other Buyers joined thereto from time to time, dated November 18, 2016 (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed with the Commission on November 23, 2016).
|
|
|
Loan Agreement, dated March 30, 2017, among Home SFR Borrower II, LLC, as Borrower, Vaca Morada Partners, LP, as a Lender, MSR II, LP, as a Lender, and Amherst SFR Lender, LLC, as Agent (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on April 5, 2017).
|
|
|
Credit and Security Agreement, dated April 6, 2017, between RESI TL1 Borrower, LLC; American Money Management Corporation, as Agent; and each Lender named a party thereto (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on April 12, 2017).
|
|
|
Loan Agreement, dated June 29, 2017, among Home SFR Borrower III, LLC, as Borrower, Vaca Morada Partners, LP, as a Lender, MSR II, LP, as a Lender, and Amherst SFR Lender, LLC, as Agent (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on July 6, 2017).
|
|
|
Amended and Restated Loan Agreement, dated November 13, 2017, by and among Home SFR Borrower II, LLC, as Borrower, Vaca Morada Partners, LP, as a Lender, MSR II, L.P., as a Lender, and Amherst SFR Lender LLC, as Agent (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on November 17, 2017).
|
|
|
Amended and Restated Loan Agreement, dated November 13, 2017, by and among Home SFR Borrower III, LLC, as Borrower, Vaca Morada Partners, LP, as a Lender, MSR II, L.P., as a Lender, and Amherst SFR Lender LLC, as Agent (incorporated by reference to Exhibit 10.2 of the Registrant's Current Report on Form 8-K filed on November 17, 2017).
|
|
|
Loan Agreement (Tranche 3A), dated November 29, 2017, among Home SFR Borrower IV, LLC, as Borrower, Vaca Morada Partners, LP, as a Lender, MSR II, LP, as a Lender, and Amherst SFR Lender, LLC, as Agent (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on December 5, 2017).
|
|
|
Loan Agreement (Tranche 3B), dated November 29, 2017, among Home SFR Borrower IV, LLC, as Borrower, Vaca Morada Partners, LP, as a Lender, MSR II, LP, as a Lender, and Amherst SFR Lender, LLC, as Agent (incorporated by reference to Exhibit 10.2 of the Registrant's Current Report on Form 8-K filed on December 5, 2017).
|
|
|
Omnibus Amendment to Master Services Agreement, Waiver Agreement, Services Letter and Fee Letter, dated as of the August 8, 2018, by and between Front Yard Residential Corporation f/k/a/ Altisource Residential Corporation and Altisource S.à r.l., as successor in interest to Altisource Solutions S.à r.l. (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on August 9, 2018).
|
|
|
Loan Agreement, dated as of August 8, 2018, by and between FYR SFR Borrower, LLC, as Borrower, and Berkadia Commercial Mortgage LLC, as Lender (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on August 9, 2018).
|
|
|
Loan Agreement, dated as of December 7, 2018, by and among Home SFR Borrower, LLC, as Borrower, and Morgan Stanley Bank, N.A. and the other lenders from time to time party hereto, as Lenders, Morgan Stanley Mortgage Capital Holdings, LLC , as Administrative Agent and Wells Fargo Bank, N.A., as paying agent and calculation agent (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on December 13, 2018).
|
|
|
Amendment to Property Management Services Agreement, dated as of December 7, 2018, by and between Main Street Renewal LLC and HOME SFR Borrower, LLC (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on December 13, 2018).
|
Exhibit Number
|
|
Description
|
|
Amendment No. 2 to Second Amended and Restated Loan and Security Agreement, dated as of April 5, 2019, among Nomura Corporate Funding Americas, LLC, and ARLP REO I, LLC, on behalf of itself and with respect to QRS Series of ARLP REO I, LLC and TRS Series of ARLP REO I, LLC; ARLP REO II, LLC, on behalf of itself and with respect to QRS Series of ARLP REO II, LLC and TRS Series of ARLP REO II, LLC; ARLP REO III, LLC, on behalf of itself and with respect to QRS Series of ARLP REO III, LLC and TRS Series of ARLP REO III, LLC; ARLP REO IV, LLC, on behalf of itself and with respect to QRS Series of ARLP REO IV, LLC and TRS Series of ARLP REO IV, LLC; ARLP REO V, LLC, on behalf of itself and with respect to QRS Series of ARLP REO V, LLC and TRS Series of ARLP REO V, LLC; ARLP REO VI, LLC, on behalf of itself and with respect to QRS Series of ARLP REO VI, LLC and TRS Series of ARLP REO VI, LLC; ARLP REO VII, LLC, on behalf of itself and with respect to QRS Series of ARLP REO VII, LLC and TRS Series of ARLP REO VII, LLC; ARLP REO 400, LLC, on behalf of itself and with respect to QRS Series of ARLP REO 400, LLC and TRS Series of ARLP REO 400, LLC; and ARLP REO 500, LLC, on behalf of itself and with respect to QRS Series of ARLP REO 500, LLC and TRS Series of ARLP REO 500, LLC and each other Delaware limited liability company that is organized in series that may be subsequently added as a party thereto (incorporated by reference to Exhibit 10.1 of the registrant's Current Report on Form 8-K filed with the SEC on April 10, 2019).
|
|
|
Amended and Restated Asset Management Agreement, dated as of May 7, 2019, by and among Front Yard Residential Corporation, Front Yard Residential, L.P. and Altisource Asset Management Corporation (incorporated by reference to Exhibit 10.1 of the registrant's Current Report on Form 8-K filed with the SEC on May 8, 2019).
|
|
|
Agreement, date May 21, 2019, by and among Front Yard Residential Corporation and Snow Park Capital Partners, LP (incorporated by reference to Exhibit 10.1 of the registrant's Current Report on Form 8-K filed with the SEC on May 21, 2019).
|
|
|
Front Yard Residential Corporation 2019 Equity Incentive Plan (incorporated by reference to Appendix 1 of the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 12, 2019).
|
|
21 *
|
|
Schedule of Subsidiaries
|
23 *
|
|
Consent of Ernst and Young LLP
|
24 *
|
|
Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K).
|
31.1*
|
|
Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act
|
31.2*
|
|
Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act
|
32.1*
|
|
Certification of CEO Pursuant to Section 906 of the Sarbanes-Oxley Act
|
32.2*
|
|
Certification of CFO Pursuant to Section 906 of the Sarbanes-Oxley Act
|
101.INS*
|
|
XBRL Instance Document
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
|
XBRL Extension Labels Linkbase
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
Front Yard Residential Corporation
|
February 28, 2020
|
By:
|
/s/ George G. Ellison
|
|
|
George G. Ellison
Chief Executive Officer |
February 28, 2020
|
By:
|
/s/ Robin N. Lowe
|
|
|
Robin N. Lowe
Chief Financial Officer |
Signature
|
|
Title
|
|
Date
|
/s/ Rochelle R. Dobbs
|
|
Chair of the Board of Directors
|
|
February 26, 2020
|
Rochelle R. Dobbs
|
|
|
|
|
/s/ Leland Abrams
|
|
Director
|
|
February 28, 2020
|
Leland Abrams
|
|
|
|
|
/s/ Michael A. Eruzione
|
|
Director
|
|
February 26, 2020
|
Michael A. Eruzione
|
|
|
|
|
/s/ Leslie B. Fox
|
|
Director
|
|
February 26, 2020
|
Leslie B. Fox
|
|
|
|
|
/s/ Wade J. Henderson
|
|
Director
|
|
February 26, 2020
|
Wade J. Henderson
|
|
|
|
|
/s/ George W. McDowell
|
|
Director
|
|
February 27, 2020
|
George W. McDowell
|
|
|
|
|
/s/ Lazar Nikolic
|
|
Director
|
|
February 26, 2020
|
Lazar Nikolic
|
|
|
|
|
/s/ George G. Ellison
|
|
Director and Chief Executive Officer (Principal Executive Officer)
|
|
February 28, 2020
|
George G. Ellison
|
|
|
|
|
/s/ Robin N. Lowe
|
|
Chief Financial Officer (Principal Financial Officer
and Principal Accounting Officer)
|
|
February 28, 2020
|
Robin N. Lowe
|
|
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Assets:
|
|
|
|
||||
Real estate held for use:
|
|
|
|
||||
Land
|
$
|
398,840
|
|
|
$
|
395,532
|
|
Rental residential properties
|
1,707,043
|
|
|
1,667,939
|
|
||
Real estate owned
|
16,328
|
|
|
40,496
|
|
||
Total real estate held for use
|
2,122,211
|
|
|
2,103,967
|
|
||
Less: accumulated depreciation
|
(206,464
|
)
|
|
(137,881
|
)
|
||
Total real estate held for use, net
|
1,915,747
|
|
|
1,966,086
|
|
||
Real estate assets held for sale
|
14,395
|
|
|
146,921
|
|
||
Mortgage loans at fair value
|
—
|
|
|
8,072
|
|
||
Cash and cash equivalents
|
43,727
|
|
|
44,186
|
|
||
Restricted cash
|
34,282
|
|
|
36,974
|
|
||
Accounts receivable, net
|
9,235
|
|
|
11,591
|
|
||
Goodwill
|
13,376
|
|
|
13,376
|
|
||
Prepaid expenses and other assets
|
22,360
|
|
|
43,045
|
|
||
Total assets
|
$
|
2,053,122
|
|
|
$
|
2,270,251
|
|
Liabilities:
|
|
|
|
||||
Repurchase and loan agreements
|
$
|
1,644,230
|
|
|
$
|
1,722,219
|
|
Accounts payable and accrued liabilities
|
64,619
|
|
|
72,672
|
|
||
Payable to AAMC
|
5,014
|
|
|
3,968
|
|
||
Total liabilities
|
1,713,863
|
|
|
1,798,859
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 9)
|
—
|
|
|
—
|
|
||
|
|
|
|
||||
Equity:
|
|
|
|
||||
Common stock, $0.01 par value, 200,000,000 authorized shares; 53,933,575 and 53,630,204 shares issued and outstanding as of December 31, 2019 and 2018, respectively
|
539
|
|
|
536
|
|
||
Additional paid-in capital
|
1,189,236
|
|
|
1,184,132
|
|
||
Accumulated deficit
|
(830,602
|
)
|
|
(700,623
|
)
|
||
Accumulated other comprehensive loss
|
(19,914
|
)
|
|
(12,653
|
)
|
||
Total equity
|
339,259
|
|
|
471,392
|
|
||
Total liabilities and equity
|
$
|
2,053,122
|
|
|
$
|
2,270,251
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Rental revenues
|
$
|
207,010
|
|
|
$
|
183,013
|
|
|
$
|
123,597
|
|
Change in unrealized gain on mortgage loans
|
—
|
|
|
—
|
|
|
(190,856
|
)
|
|||
Net realized gain on mortgage loans
|
—
|
|
|
—
|
|
|
84,024
|
|
|||
Net realized gain on sales of real estate
|
—
|
|
|
—
|
|
|
76,913
|
|
|||
Interest income
|
—
|
|
|
—
|
|
|
493
|
|
|||
Total revenues
|
207,010
|
|
|
183,013
|
|
|
94,171
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Residential property operating expenses
|
77,775
|
|
|
63,987
|
|
|
62,759
|
|
|||
Property management expenses
|
15,364
|
|
|
13,189
|
|
|
8,982
|
|
|||
Depreciation and amortization
|
82,249
|
|
|
80,961
|
|
|
61,601
|
|
|||
Acquisition and integration costs
|
3,131
|
|
|
33,607
|
|
|
778
|
|
|||
Impairment
|
4,458
|
|
|
12,734
|
|
|
40,108
|
|
|||
Mortgage loan servicing costs
|
902
|
|
|
1,521
|
|
|
10,683
|
|
|||
Interest expense
|
84,137
|
|
|
77,035
|
|
|
59,582
|
|
|||
Share-based compensation
|
5,926
|
|
|
3,024
|
|
|
4,139
|
|
|||
General and administrative
|
25,829
|
|
|
13,817
|
|
|
10,994
|
|
|||
Management fees to AAMC
|
14,299
|
|
|
14,743
|
|
|
17,301
|
|
|||
Total expenses
|
314,070
|
|
|
314,618
|
|
|
276,927
|
|
|||
Net gain (loss) on real estate and mortgage loans
|
12,856
|
|
|
(145
|
)
|
|
—
|
|
|||
Operating loss
|
(94,204
|
)
|
|
(131,750
|
)
|
|
(182,756
|
)
|
|||
Casualty losses, net
|
(978
|
)
|
|
(552
|
)
|
|
(6,021
|
)
|
|||
Insurance recoveries
|
730
|
|
|
588
|
|
|
3,349
|
|
|||
Other (expense) income
|
(10,772
|
)
|
|
925
|
|
|
—
|
|
|||
Loss before income taxes
|
(105,224
|
)
|
|
(130,789
|
)
|
|
(185,428
|
)
|
|||
Income tax expense
|
167
|
|
|
46
|
|
|
26
|
|
|||
Net loss
|
$
|
(105,391
|
)
|
|
$
|
(130,835
|
)
|
|
$
|
(185,454
|
)
|
|
|
|
|
|
|
||||||
Loss per share of common stock – basic:
|
|
|
|
|
|
||||||
Loss per basic share
|
$
|
(1.96
|
)
|
|
$
|
(2.44
|
)
|
|
$
|
(3.47
|
)
|
Weighted average common stock outstanding – basic
|
53,772,094
|
|
|
53,552,109
|
|
|
53,493,523
|
|
|||
Loss per share of common stock – diluted:
|
|
|
|
|
|
||||||
Loss per diluted share
|
$
|
(1.96
|
)
|
|
$
|
(2.44
|
)
|
|
$
|
(3.47
|
)
|
Weighted average common stock outstanding – diluted
|
53,772,094
|
|
|
53,552,109
|
|
|
53,493,523
|
|
|||
|
|
|
|
|
|
||||||
Dividends declared per common share
|
$
|
0.45
|
|
|
$
|
0.60
|
|
|
$
|
0.60
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net loss
|
$
|
(105,391
|
)
|
|
$
|
(130,835
|
)
|
|
$
|
(185,454
|
)
|
|
|
|
|
|
|
||||||
Other comprehensive loss:
|
|
|
|
|
|
||||||
Change in fair value of interest rate caps designated as cash flow hedging derivatives
|
(12,297
|
)
|
|
(13,028
|
)
|
|
—
|
|
|||
Losses from interest rate caps reclassified into earnings from accumulated other comprehensive loss
|
5,036
|
|
|
375
|
|
|
—
|
|
|||
Net other comprehensive loss
|
(7,261
|
)
|
|
(12,653
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Comprehensive loss
|
$
|
(112,652
|
)
|
|
$
|
(143,488
|
)
|
|
$
|
(185,454
|
)
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Loss
|
|
Total Equity
|
|||||||||||||
|
|
Number of Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
December 31, 2016
|
|
53,667,631
|
|
|
$
|
537
|
|
|
$
|
1,182,245
|
|
|
$
|
(319,714
|
)
|
|
$
|
—
|
|
|
$
|
863,068
|
|
Issuance of common stock, including stock option exercises
|
|
150,613
|
|
|
1
|
|
|
104
|
|
|
—
|
|
|
—
|
|
|
105
|
|
|||||
Repurchases of common stock
|
|
(370,294
|
)
|
|
(4
|
)
|
|
(5,161
|
)
|
|
—
|
|
|
—
|
|
|
(5,165
|
)
|
|||||
Dividends on common stock ($0.60 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,091
|
)
|
|
—
|
|
|
(32,091
|
)
|
|||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
4,139
|
|
|
—
|
|
|
—
|
|
|
4,139
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(185,454
|
)
|
|
—
|
|
|
(185,454
|
)
|
|||||
December 31, 2017
|
|
53,447,950
|
|
|
534
|
|
|
1,181,327
|
|
|
(537,259
|
)
|
|
—
|
|
|
644,602
|
|
|||||
Issuance of common stock, including stock option exercises
|
|
212,219
|
|
|
2
|
|
|
106
|
|
|
—
|
|
|
—
|
|
|
108
|
|
|||||
Repurchases of common stock
|
|
(29,965
|
)
|
|
—
|
|
|
(325
|
)
|
|
—
|
|
|
—
|
|
|
(325
|
)
|
|||||
Dividends on common stock ($0.60 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,529
|
)
|
|
—
|
|
|
(32,529
|
)
|
|||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
3,024
|
|
|
—
|
|
|
—
|
|
|
3,024
|
|
|||||
Change in fair value of cash flow hedging derivatives in other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,653
|
)
|
|
(12,653
|
)
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(130,835
|
)
|
|
—
|
|
|
(130,835
|
)
|
|||||
December 31, 2018
|
|
53,630,204
|
|
|
536
|
|
|
1,184,132
|
|
|
(700,623
|
)
|
|
(12,653
|
)
|
|
471,392
|
|
|||||
Adoption of ASC 842 (Note 1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
96
|
|
|
—
|
|
|
96
|
|
|||||
Issuance of common stock, including stock option exercises
|
|
379,079
|
|
|
3
|
|
|
64
|
|
|
—
|
|
|
—
|
|
|
67
|
|
|||||
Repurchases of common stock
|
|
(75,708
|
)
|
|
—
|
|
|
(886
|
)
|
|
—
|
|
|
—
|
|
|
(886
|
)
|
|||||
Dividends on common stock ($0.45 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,684
|
)
|
|
—
|
|
|
(24,684
|
)
|
|||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
5,926
|
|
|
—
|
|
|
—
|
|
|
5,926
|
|
|||||
Change in fair value of cash flow hedging derivatives in other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,261
|
)
|
|
(7,261
|
)
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(105,391
|
)
|
|
—
|
|
|
(105,391
|
)
|
|||||
December 31, 2019
|
|
53,933,575
|
|
|
$
|
539
|
|
|
$
|
1,189,236
|
|
|
$
|
(830,602
|
)
|
|
$
|
(19,914
|
)
|
|
$
|
339,259
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(105,391
|
)
|
|
$
|
(130,835
|
)
|
|
$
|
(185,454
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
||||||
Net (gain) loss on real estate and mortgage loans
|
(12,856
|
)
|
|
145
|
|
|
29,919
|
|
|||
Depreciation and amortization
|
82,249
|
|
|
80,961
|
|
|
61,601
|
|
|||
Impairment
|
4,458
|
|
|
12,734
|
|
|
40,108
|
|
|||
Share-based compensation
|
5,926
|
|
|
3,024
|
|
|
4,139
|
|
|||
Amortization of deferred financing costs and loan discounts
|
5,353
|
|
|
6,099
|
|
|
7,443
|
|
|||
Casualty losses, net
|
978
|
|
|
552
|
|
|
6,021
|
|
|||
Insurance recoveries
|
(730
|
)
|
|
(588
|
)
|
|
(3,349
|
)
|
|||
Change in fair value of interest rate cap derivatives in profit or loss
|
5,036
|
|
|
1,311
|
|
|
—
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
5,571
|
|
|
2,498
|
|
|
(2,024
|
)
|
|||
Deferred leasing costs
|
(2,756
|
)
|
|
(4,964
|
)
|
|
(2,802
|
)
|
|||
Prepaid expenses and other assets
|
11,873
|
|
|
(19,416
|
)
|
|
(2,073
|
)
|
|||
Accounts payable and accrued liabilities
|
(3,564
|
)
|
|
12,732
|
|
|
(565
|
)
|
|||
Payable to AAMC
|
1,046
|
|
|
(183
|
)
|
|
(1,115
|
)
|
|||
Net cash used in operating activities
|
(2,807
|
)
|
|
(35,930
|
)
|
|
(48,151
|
)
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Investment in real estate
|
(49,112
|
)
|
|
(475,760
|
)
|
|
(135,101
|
)
|
|||
Investment in renovations
|
(30,693
|
)
|
|
(32,790
|
)
|
|
(38,067
|
)
|
|||
Investment in HavenBrook (Note 3)
|
—
|
|
|
(11,399
|
)
|
|
—
|
|
|||
Payment of real estate tax advances
|
(74
|
)
|
|
(283
|
)
|
|
(4,233
|
)
|
|||
Proceeds from mortgage loan resolutions and dispositions
|
4,343
|
|
|
6,045
|
|
|
527,195
|
|
|||
Receipt of mortgage loan payments
|
224
|
|
|
307
|
|
|
7,238
|
|
|||
Proceeds from dispositions of real estate
|
190,973
|
|
|
81,739
|
|
|
264,174
|
|
|||
Proceeds of casualty insurance
|
1,697
|
|
|
2,588
|
|
|
—
|
|
|||
Net cash provided by (used in) investing activities
|
117,358
|
|
|
(429,553
|
)
|
|
621,206
|
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Proceeds from exercise of stock options
|
151
|
|
|
108
|
|
|
243
|
|
|||
Payment of tax withholdings on share-based compensation plan awards
|
(84
|
)
|
|
—
|
|
|
(138
|
)
|
|||
Repurchase of common stock
|
(886
|
)
|
|
(325
|
)
|
|
(5,165
|
)
|
|||
Dividends on common stock
|
(32,526
|
)
|
|
(32,261
|
)
|
|
(32,162
|
)
|
|||
Repayments of other secured debt
|
—
|
|
|
—
|
|
|
(144,971
|
)
|
|||
Proceeds from repurchase and loan agreements
|
91,467
|
|
|
1,116,000
|
|
|
112,317
|
|
|||
Repayments of repurchase and loan agreements
|
(173,161
|
)
|
|
(659,381
|
)
|
|
(462,808
|
)
|
|||
Payment of deferred financing costs and loan discounts
|
(1,648
|
)
|
|
(10,656
|
)
|
|
(8,106
|
)
|
|||
Principal repayments of finance leases
|
(1,015
|
)
|
|
—
|
|
|
—
|
|
|||
Premium paid for interest rate cap derivatives
|
—
|
|
|
(28,330
|
)
|
|
—
|
|
|||
Net cash (used in) provided by financing activities
|
(117,702
|
)
|
|
385,155
|
|
|
(540,790
|
)
|
|||
Net change in cash, cash equivalents and restricted cash
|
(3,151
|
)
|
|
(80,328
|
)
|
|
32,265
|
|
|||
Cash, cash equivalents and restricted cash as of beginning of the period
|
81,160
|
|
|
161,488
|
|
|
129,223
|
|
|||
Cash, cash equivalents and restricted cash as of end of the period
|
$
|
78,009
|
|
|
$
|
81,160
|
|
|
$
|
161,488
|
|
|
|
|
|
|
|
Front Yard Residential Corporation
Consolidated Statements of Cash Flows (continued)
(In thousands)
|
|||||||||||
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Cash paid (received) for:
|
|
|
|
|
|
||||||
Interest
|
$
|
72,998
|
|
|
$
|
69,628
|
|
|
$
|
52,885
|
|
Income taxes
|
(50
|
)
|
|
58
|
|
|
28
|
|
|||
|
|
|
|
|
|
||||||
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Seller financing of assets acquired
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
401,211
|
|
Transfer of mortgage loans to real estate owned, net
|
4,131
|
|
|
4,935
|
|
|
40,436
|
|
|||
Change in accrued capital expenditures
|
(1,549
|
)
|
|
526
|
|
|
2,245
|
|
|||
Changes in receivables from mortgage loan dispositions, payments and real estate tax advances to borrowers, net
|
(225
|
)
|
|
(333
|
)
|
|
(6,152
|
)
|
|||
Changes in receivables from real estate owned dispositions
|
6,829
|
|
|
(2,341
|
)
|
|
(13,456
|
)
|
|||
Change in other comprehensive loss from cash flow hedges
|
(7,261
|
)
|
|
(12,653
|
)
|
|
—
|
|
|||
Right-of-use lease assets recognized - operating leases
|
1,527
|
|
|
—
|
|
|
—
|
|
|||
Right-of-use lease assets recognized - finance leases
|
2,032
|
|
|
—
|
|
|
—
|
|
|||
Operating lease liabilities incurred
|
1,527
|
|
|
—
|
|
|
—
|
|
|||
Finance lease liabilities incurred
|
2,032
|
|
|
—
|
|
|
—
|
|
|||
Dividends declared but not paid
|
699
|
|
|
8,541
|
|
|
8,275
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Cash and cash equivalents
|
|
$
|
43,727
|
|
|
$
|
44,186
|
|
Restricted cash
|
|
34,282
|
|
|
36,974
|
|
||
Cash, cash equivalents and restricted cash per the consolidated statements of cash flows
|
|
$
|
78,009
|
|
|
$
|
81,160
|
|
•
|
Level 1 - Quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.
|
•
|
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
|
•
|
Upon conversion of loans to REO, we marked the properties to the most recent market value. The difference between the carrying value of the asset at the time of conversion and the most recent market value, based on BPOs, was recorded in our statement of operations as change in unrealized gain on mortgage loans.
|
•
|
The carrying value of each loan was adjusted in each reporting period to the estimated fair value, which may have been based on (i) market information, to the extent available and as adjusted for factors specific to individual mortgage loans, or (ii) as determined by AAMC's proprietary discounted cash flow model.
|
•
|
Upon the liquidation of a mortgage loan or REO property, we reclassify previously accumulated unrealized gains or losses to realized gains or losses.
|
Purchase price allocable to RHA entities, including underlying properties
|
|
$
|
471,400
|
|
Purchase price allocable to HavenBrook
|
|
13,600
|
|
|
Gross purchase price
|
|
485,000
|
|
|
Less: net purchase price adjustments at closing (1)
|
|
(3,644
|
)
|
|
Net purchase price
|
|
$
|
481,356
|
|
(1)
|
Purchase price adjustments at closing relate primarily to (i) properties sold by RHA subsequent to negotiation of the purchase price and prior to closing and (ii) working capital balances of each acquired entity.
|
Cash
|
$
|
88,489
|
|
Net proceeds of borrowings
|
462,794
|
|
|
Less: financing related to assets previously acquired
|
(69,927
|
)
|
|
Net purchase price
|
$
|
481,356
|
|
Land
|
|
$
|
82,739
|
|
Rental residential properties
|
|
282,914
|
|
|
Real estate assets held for sale
|
|
94,946
|
|
|
Cash and cash equivalents
|
|
9,255
|
|
|
Restricted cash
|
|
4,780
|
|
|
Accounts receivable, net
|
|
1,778
|
|
|
Goodwill
|
|
13,376
|
|
|
In-place lease intangible assets (1) (2)
|
|
6,462
|
|
|
Other assets (2)
|
|
1,784
|
|
|
Total assets acquired
|
|
498,034
|
|
|
|
|
|
||
Accounts payable and accrued liabilities
|
|
16,678
|
|
|
Total liabilities assumed
|
|
16,678
|
|
|
|
|
|
||
Total allocation of purchase price
|
|
$
|
481,356
|
|
(1)
|
The value of in-place leases was amortized over the weighted average remaining life of the leases, which was approximately eight months as of the acquisition date.
|
(2)
|
Included in prepaid expenses and other assets in the consolidated balance sheet.
|
|
Year ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Unaudited pro forma revenues
|
$
|
213,307
|
|
|
$
|
141,977
|
|
Unaudited pro forma net loss
|
$
|
(137,695
|
)
|
|
$
|
(212,990
|
)
|
Pro forma loss per basic common share
|
$
|
(2.57
|
)
|
|
$
|
(3.98
|
)
|
Weighted average common stock outstanding - basic
|
53,630,204
|
|
|
53,493,523
|
|
||
Pro forma loss per diluted common share
|
$
|
(2.57
|
)
|
|
$
|
(3.98
|
)
|
Weighted average common stock outstanding - diluted
|
53,630,204
|
|
|
53,493,523
|
|
|
Year ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Revenues from consolidated statements of operations
|
$
|
183,013
|
|
|
$
|
94,171
|
|
Add: historical revenues not reflected in consolidated statements of operations
|
30,294
|
|
|
47,806
|
|
||
Unaudited pro forma revenues
|
$
|
213,307
|
|
|
$
|
141,977
|
|
|
|
|
|
||||
Net loss from consolidated statements of operations
|
$
|
(130,835
|
)
|
|
$
|
(185,454
|
)
|
Plus: historical net loss not reflected in consolidated statements of operations
|
(9,785
|
)
|
|
(18,825
|
)
|
||
Adjustment for pro forma depreciation and amortization
|
9,016
|
|
|
3,531
|
|
||
Adjustment for pro forma interest expense
|
(6,091
|
)
|
|
(12,242
|
)
|
||
Unaudited pro forma net loss
|
$
|
(137,695
|
)
|
|
$
|
(212,990
|
)
|
•
|
In the first closing on March 30, 2017, our wholly owned subsidiary, HOME SFR Borrower II, LLC (“HOME Borrower II”), acquired 757 SFR properties for an aggregate purchase price of $106.5 million. The purchase price was initially funded with approximately $79.9 million in a seller financing arrangement (the “HOME II Loan Agreement,” see Note 8), representing 75% of the aggregate purchase price, as well as $26.6 million of cash on hand. We capitalized $1.5 million of acquisition costs related to this portfolio acquisition. The value of in-place leases was estimated at $2.4 million and was amortized over the weighted average remaining life of the leases of approximately seven months as of the acquisition date.
|
•
|
In the second closing on June 29, 2017, our wholly owned subsidiary, HOME SFR Borrower III, LLC (“HOME Borrower III”), acquired 751 SFR properties for an aggregate purchase price of $117.1 million. The purchase price was initially funded with approximately $87.8 million in a seller financing arrangement (the “HOME III Loan Agreement,” see Note 8), representing 75% of the aggregate purchase price, as well as $29.3 million of cash on hand. We capitalized $1.3 million of acquisition costs related to this portfolio acquisition. The value of in-place leases was estimated at $2.0 million and was amortized over the weighted average remaining life of the leases of approximately nine months as of the acquisition date.
|
•
|
In the third and final closing on November 29, 2017, our wholly owned subsidiary, HOME SFR Borrower IV, LLC (“HOME Borrower IV”) acquired 1,957 SFR properties for an aggregate purchase price of $305.1 million. The purchase price was funded with approximately $228.8 million in two separate seller financing arrangements (the “HOME IV Loan Agreements,” see Note 8), representing 75% of the aggregate purchase price, as well as $76.3 million of cash on hand. We capitalized $1.9 million of acquisition costs related to this portfolio acquisition. The value of in-place leases was estimated at $5.9 million and was amortized over the weighted average remaining life of the leases of approximately seven months as of the acquisition date. In accordance with the related purchase and sale agreement, certain of the properties were subject to potential purchase price adjustments, which was based on the rental rates achieved for the properties within 24 months after the closing date. The ultimate adjustments that were made to the initial aggregate purchase price was not material.
|
|
|
HOME Borrower II
|
|
HOME Borrower III
|
|
HOME Borrower IV
|
||||||
Land
|
|
$
|
20,668
|
|
|
$
|
22,549
|
|
|
$
|
58,957
|
|
Rental residential properties (1)
|
|
84,942
|
|
|
93,802
|
|
|
242,110
|
|
|||
Prepaid expenses and other assets (2)
|
|
2,380
|
|
|
2,018
|
|
|
5,894
|
|
|||
Total allocation of purchase price
|
|
$
|
107,990
|
|
|
$
|
118,369
|
|
|
$
|
306,961
|
|
(1)
|
Includes building, site improvements and furniture, fixtures and equipment.
|
(2)
|
Represent estimated lease-in-place intangible asset.
|
|
Year ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Acquisition costs
|
$
|
86
|
|
|
$
|
7,209
|
|
|
$
|
778
|
|
Integration costs
|
3,045
|
|
|
3,148
|
|
|
—
|
|
|||
ASPS transition fee (1)
|
—
|
|
|
18,000
|
|
|
—
|
|
|||
MSR transition fee (1)
|
—
|
|
|
5,250
|
|
|
—
|
|
|||
Total acquisition and integration costs
|
$
|
3,131
|
|
|
$
|
33,607
|
|
|
$
|
778
|
|
(1)
|
Represents fees in relation to the transition of our externally managed SFR properties to our internal property management platform. These transition fees have been paid prior to December 31, 2019 except for $3.0 million of the ASPS transition fee, which is payable on the earlier to occur of (i) a change of control of us or (ii) August 8, 2023 and is therefore included in accounts payable and accrued liabilities in our consolidated balance sheets.
|
|
Year ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Change in unrealized gain (loss) due to:
|
|
|
|
|
|
||||||
Conversion of mortgage loans to REO, net
|
$
|
769
|
|
|
$
|
2,344
|
|
|
$
|
15,067
|
|
Change in fair value, net
|
210
|
|
|
313
|
|
|
1,514
|
|
|||
Reclassification to realized gain or loss
|
(24,065
|
)
|
|
(35,041
|
)
|
|
(207,437
|
)
|
|||
Total change in unrealized gain (loss) on mortgage loans
|
(23,086
|
)
|
|
(32,384
|
)
|
|
(190,856
|
)
|
|||
Net realized (loss) gain on mortgage loans (1)
|
(6,912
|
)
|
|
(938
|
)
|
|
84,024
|
|
|||
Net realized gain on sales of real estate
|
42,854
|
|
|
33,177
|
|
|
76,913
|
|
|||
Net gain (loss) on real estate and mortgage loans
|
$
|
12,856
|
|
|
$
|
(145
|
)
|
|
$
|
(29,919
|
)
|
(1)
|
The year ended December 31, 2019 includes downward purchase price adjustments on prior loan sales of $3.5 million.
|
December 31, 2019
|
Held for Use
|
|
Held for Sale
|
|
Total Portfolio
|
|||
Rental Properties:
|
|
|
|
|
|
|||
Leased
|
13,711
|
|
|
—
|
|
|
13,711
|
|
Listed and ready for rent
|
371
|
|
|
—
|
|
|
371
|
|
Unit turn
|
369
|
|
|
—
|
|
|
369
|
|
Renovation
|
94
|
|
|
—
|
|
|
94
|
|
Total rental properties
|
14,545
|
|
|
|
|
|
|
|
Previous rentals identified for sale
|
94
|
|
|
87
|
|
|
181
|
|
Legacy REO
|
10
|
|
|
12
|
|
|
22
|
|
|
14,649
|
|
|
99
|
|
|
14,748
|
|
December 31, 2018
|
|
|
|
|
|
|||
Rental Properties:
|
|
|
|
|
|
|||
Leased
|
13,546
|
|
|
423
|
|
|
13,969
|
|
Listed and ready for rent
|
434
|
|
|
8
|
|
|
442
|
|
Unit turn
|
428
|
|
|
18
|
|
|
446
|
|
Renovation
|
136
|
|
|
2
|
|
|
138
|
|
Total rental properties
|
14,544
|
|
|
|
|
|
|
|
Previous rentals identified for sale
|
158
|
|
|
188
|
|
|
346
|
|
Legacy REO
|
56
|
|
|
48
|
|
|
104
|
|
|
14,758
|
|
|
687
|
|
|
15,445
|
|
|
|
Number of Loans
|
|
Fair Value and Carrying Value
|
|
Unpaid Principal Balance
|
|
Market Value of Underlying Properties (1)
|
|||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|||||||
Current
|
|
20
|
|
|
$
|
1,827
|
|
|
$
|
2,701
|
|
|
$
|
4,353
|
|
60
|
|
1
|
|
|
115
|
|
|
148
|
|
|
180
|
|
|||
90
|
|
17
|
|
|
649
|
|
|
6,019
|
|
|
5,418
|
|
|||
Foreclosure
|
|
36
|
|
|
5,481
|
|
|
12,376
|
|
|
16,097
|
|
|||
Mortgage loans at fair value
|
|
74
|
|
|
$
|
8,072
|
|
|
$
|
21,244
|
|
|
$
|
26,048
|
|
(1)
|
The market value of the underlying properties were estimated based on BPOs.
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
Carrying Value
|
|
Quoted Prices in Active Markets
|
|
Observable Inputs Other Than Level 1 Prices
|
|
Unobservable Inputs
|
||||||||
December 31, 2019
|
|
|
|
|
|
|
|
||||||||
Recurring basis (assets)
|
|
|
|
|
|
|
|
||||||||
Interest rate cap derivatives (1)
|
$
|
2,070
|
|
|
$
|
—
|
|
|
$
|
2,070
|
|
|
$
|
—
|
|
Not recognized on consolidated balance sheets at fair value (liabilities)
|
|
|
|
|
|
|
|
||||||||
Repurchase and loan agreements
|
1,644,230
|
|
|
—
|
|
|
1,653,720
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Recurring basis (assets)
|
|
|
|
|
|
|
|
||||||||
Mortgage loans at fair value
|
$
|
8,072
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,072
|
|
Interest rate cap derivatives (1)
|
14,367
|
|
|
—
|
|
|
14,367
|
|
|
—
|
|
||||
Not recognized on consolidated balance sheets at fair value (liabilities)
|
|
|
|
|
|
|
|
||||||||
Repurchase and loan agreements
|
1,722,219
|
|
|
—
|
|
|
1,734,152
|
|
|
—
|
|
(1)
|
Included within prepaid expenses and other assets in the consolidated balance sheets.
|
(1)
|
Transferred from Level 3 to Level 2 because observable market data became available and was the primary valuation input. These mortgage loans were sold on October 7, 2019.
|
(2)
|
Included in net gain (loss) on real estate and mortgage loans in the consolidated statements of operations.
|
Input
|
|
December 31, 2018
|
Equity discount rate
|
|
17.0%
|
Debt to asset ratio
|
|
65.0%
|
Cost of funds
|
|
3.5% over 1 month LIBOR
|
Annual change in home pricing index
|
|
-0.55% to 16.79%
|
Loan resolution probabilities — modification
|
|
0% to 5.9%
|
Loan resolution probabilities — liquidation
|
|
38.8% to 100%
|
Loan resolution probabilities — paid in full
|
|
0% to 61.2%
|
Loan resolution timelines (in years)
|
|
0.1 to 6.1
|
Value of underlying properties
|
|
$50,000 to $2,500,000
|
|
|
Contractual Rents
|
||
2020
|
|
$
|
106,780
|
|
2021
|
|
2,852
|
|
|
2022
|
|
121
|
|
|
2023
|
|
—
|
|
|
2024
|
|
—
|
|
|
Thereafter
|
|
—
|
|
|
|
|
$
|
109,753
|
|
|
Finance Lease Liabilities
|
||
2020
|
$
|
981
|
|
2021
|
875
|
|
|
2022
|
370
|
|
|
2023
|
92
|
|
|
2024
|
18
|
|
|
Thereafter
|
—
|
|
|
Total lease payments
|
2,336
|
|
|
Less: interest
|
184
|
|
|
Lease liabilities
|
$
|
2,152
|
|
|
Maturity Date
|
|
|
Interest Rate
|
|
|
Amount Outstanding
|
|
Maximum Borrowing Capacity
|
|
Amount of Available Funding
|
|
Book Value of Collateral
|
||||||||
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
CS Repurchase Agreement
|
2/15/2020
|
(1)
|
|
1-month LIBOR + 2.30%
|
|
|
$
|
109,002
|
|
|
$
|
250,000
|
|
|
$
|
140,998
|
|
|
$
|
111,593
|
|
Nomura Loan Agreement
|
4/3/2020
|
|
|
1-month LIBOR + 2.30%
|
|
|
33,671
|
|
|
250,000
|
|
|
216,329
|
|
|
38,423
|
|
||||
HOME II Loan Agreement
|
11/9/2020
|
(2)
|
|
1-month LIBOR + 2.10%
|
(3)
|
|
83,270
|
|
|
83,270
|
|
|
—
|
|
|
98,150
|
|
||||
HOME III Loan Agreement
|
11/9/2020
|
(2)
|
|
1-month LIBOR + 2.10%
|
(3)
|
|
89,150
|
|
|
89,150
|
|
|
—
|
|
|
108,860
|
|
||||
HOME IV Loan Agreement (A)
|
12/9/2022
|
|
|
4.00%
|
|
|
114,201
|
|
|
114,201
|
|
|
—
|
|
|
141,787
|
|
||||
HOME IV Loan Agreement (B)
|
12/9/2022
|
|
|
4.00%
|
|
|
114,590
|
|
|
114,590
|
|
|
—
|
|
|
142,620
|
|
||||
Term Loan Agreement
|
4/6/2022
|
|
|
5.00%
|
|
|
99,782
|
|
|
99,782
|
|
|
—
|
|
|
111,061
|
|
||||
FYR SFR Loan Agreement
|
9/1/2028
|
|
|
4.65%
|
|
|
508,700
|
|
|
508,700
|
|
|
—
|
|
|
573,961
|
|
||||
MS Loan Agreement
|
12/7/2023
|
|
|
1-month LIBOR + 1.80%
|
(4)
|
|
504,986
|
|
|
504,986
|
|
|
—
|
|
|
595,650
|
|
||||
|
|
|
|
|
|
|
1,657,352
|
|
|
$
|
2,014,679
|
|
|
$
|
357,327
|
|
|
$
|
1,922,105
|
|
|
Less: unamortized loan discounts
|
|
|
|
|
|
|
(3,632
|
)
|
|
|
|
|
|
|
|||||||
Less: deferred debt issuance costs
|
|
|
|
|
|
|
(9,490
|
)
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
$
|
1,644,230
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
CS Repurchase Agreement
|
11/15/2019
|
|
|
1-month LIBOR + 3.00%
|
|
|
$
|
193,654
|
|
|
$
|
250,000
|
|
|
$
|
56,346
|
|
|
$
|
224,934
|
|
Nomura Loan Agreement
|
4/5/2020
|
|
|
1-month LIBOR + 3.00%
|
|
|
30,497
|
|
|
250,000
|
|
|
219,503
|
|
|
48,388
|
|
||||
HOME II Loan Agreement
|
11/9/2019
|
|
|
1-month LIBOR + 2.10%
|
|
|
83,270
|
|
|
83,270
|
|
|
—
|
|
|
100,461
|
|
||||
HOME III Loan Agreement
|
11/9/2019
|
|
|
1-month LIBOR + 2.10%
|
|
|
89,150
|
|
|
89,150
|
|
|
—
|
|
|
111,542
|
|
||||
HOME IV Loan Agreement (A)
|
12/9/2022
|
|
|
4.00%
|
|
|
114,201
|
|
|
114,201
|
|
|
—
|
|
|
145,461
|
|
||||
HOME IV Loan Agreement (B)
|
12/9/2022
|
|
|
4.00%
|
|
|
114,590
|
|
|
114,590
|
|
|
—
|
|
|
146,479
|
|
||||
Term Loan Agreement
|
4/6/2022
|
|
|
5.00%
|
|
|
100,000
|
|
|
100,000
|
|
|
—
|
|
|
114,401
|
|
||||
FYR SFR Loan Agreement
|
9/1/2028
|
|
|
4.65%
|
|
|
508,700
|
|
|
508,700
|
|
|
—
|
|
|
585,563
|
|
||||
MS Loan Agreement
|
12/7/2023
|
|
|
1-month LIBOR + 1.80%
|
|
|
504,986
|
|
|
504,986
|
|
|
—
|
|
|
609,619
|
|
||||
|
|
|
|
|
|
|
1,739,048
|
|
|
$
|
2,014,897
|
|
|
$
|
275,849
|
|
|
$
|
2,086,848
|
|
|
Less: unamortized loan discounts
|
|
|
|
|
|
|
(4,896
|
)
|
|
|
|
|
|
|
|||||||
Less: deferred debt issuance costs
|
|
|
|
|
|
|
(11,933
|
)
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
$
|
1,722,219
|
|
|
|
|
|
|
|
(1)
|
On February 13, 2020, we extended the maturity date to May 15, 2020.
|
(2)
|
Represents current maturity date as of the reporting date. We have the option to extend the maturity date for up to three successive one-year extensions, the first of which we exercised on November 9, 2019.
|
(3)
|
The interest rate is capped at 4.40% under an interest rate cap derivative. See Note 12.
|
(4)
|
The interest rate is capped at 4.30% under an interest rate cap derivative. See Note 12.
|
•
|
In connection with the seller financing related to the first closing under the HOME Flow Transaction on March 30, 2017, HOME Borrower II entered into the HOME II Loan Agreement with entities sponsored by Amherst. On November 13, 2017, HOME Borrower II entered into an amended and restated loan agreement, which was acquired by Metropolitan Life Insurance Company (“MetLife”). HOME Borrower II has the option to extend the HOME II Loan Agreement beyond the initial maturity date for three successive one-year extensions (the first of which was exercised on November 9, 2019), provided, among other things, that there is no event of default under the HOME II Loan Agreement on each maturity date. The HOME II Loan Agreement is cross-defaulted and cross-collateralized with the HOME III Loan Agreement.
|
•
|
In connection with the seller financing related to the second closing under the HOME Flow Transaction on June 29, 2017, HOME Borrower III entered into the HOME III Loan Agreement with entities sponsored by Amherst. On November 13, 2017, HOME Borrower III entered into an amended and restated loan agreement, which was acquired by MetLife. HOME Borrower III has the option to extend the HOME III Loan Agreement beyond the initial maturity date for three successive one-year extensions (the first of which was exercised on November 9, 2019), provided, among other things, that there is no event of default under the HOME III Loan Agreement on each maturity date. The HOME III Loan Agreement is cross-defaulted and cross-collateralized with the HOME II Loan Agreement.
|
•
|
In connection with the seller financing related to the third and final closing under the HOME Flow Transaction on November 29, 2017, HOME Borrower IV entered into the two separate loan agreements with entities sponsored by Amherst (collectively, the “HOME IV Loan Agreements”). The HOME IV Loan Agreements were acquired by MetLife on November 29, 2017.
|
•
|
reporting requirements to the agent or lender,
|
•
|
minimum adjusted tangible net worth requirements,
|
•
|
minimum net asset requirements,
|
•
|
limitations on the indebtedness,
|
•
|
minimum levels of liquidity, including specified levels of unrestricted cash,
|
•
|
limitations on sales and dispositions of properties collateralizing certain of the loan agreements,
|
•
|
various restrictions on the use of cash generated by the operations of properties, and
|
•
|
a minimum fixed charge coverage ratio.
|
2020
|
|
$
|
142,673
|
|
2021
|
|
—
|
|
|
2022
|
|
500,993
|
|
|
2023
|
|
504,986
|
|
|
2024
|
|
—
|
|
|
Thereafter
|
|
508,700
|
|
|
|
|
$
|
1,657,352
|
|
•
|
Base Management Fee. Front Yard will pay a quarterly base management fee (the “Base Management Fee”) to AAMC as follows:
|
◦
|
Initially, commencing on the Effective Date and until the Reset Date (as defined below), the quarterly Base Management Fee will be (i) $3,584,000 (the “Minimum Base Fee”) plus (ii) an additional amount (the “Additional Base Fee”), if any, of 50% of the amount by which Front Yard's per share Adjusted AFFO (as defined in the Amended AMA) for the quarter exceeds $0.15 per share (provided that the Base Management Fee for any calendar quarter prior to the Reset Date cannot be less than the Minimum Base Fee or greater than $5,250,000). Beginning in 2021, the Base Management Fee may be reduced, but not below the Minimum Base Fee, in the fourth quarter of each year by the amount that Front Yard's AFFO (as defined below) on a per share basis is less than an aggregate of $0.60 for the applicable calendar year (the “AFFO Adjustment Amount”); and
|
◦
|
Thereafter, commencing in the first quarter after which the quarterly Base Management Fee first reaches $5,250,000 (the “Reset Date”), the Base Management Fee will be 25% of the sum of (i) the applicable Annual Base Fee Floor plus (ii) the amount calculated by multiplying the applicable Manager Base Fee Percentage by the amount, if any, that Front Yard's Gross Real Estate Assets (as defined below) exceeds the applicable Gross Real Estate Assets Floor (in each case of the foregoing clauses (i) and (ii), as set forth in the table below), minus (iii) solely in the case of the fourth quarter of a calendar year, the AFFO Adjustment Amount (if any); provided, that the Base Management Fee for any calendar quarter shall not be less than the Minimum Base Fee.
|
Gross Real Estate Assets (1)
|
|
Annual Base Fee Floor
|
|
Manager Base Fee Percentage
|
|
Gross Real Estate Assets Floor
|
Up to $2,750,000,000
|
|
$21,000,000
|
|
0.325%
|
|
$2,250,000,000
|
$2,750,000,000 – $3,250,000,000
|
|
$22,625,000
|
|
0.275%
|
|
$2,750,000,000
|
$3,250,000,000 – $4,000,000,000
|
|
$24,000,000
|
|
0.250%
|
|
$3,250,000,000
|
$4,000,000,000 – $5,000,000,000
|
|
$25,875,000
|
|
0.175%
|
|
$4,000,000,000
|
$5,000,000,000 – $6,000,000,000
|
|
$27,625,000
|
|
0.125%
|
|
$5,000,000,000
|
$6,000,000,000 – $7,000,000,000
|
|
$28,875,000
|
|
0.100%
|
|
$6,000,000,000
|
Thereafter
|
|
$29,875,000
|
|
0.050%
|
|
$7,000,000,000
|
(1)
|
Gross Real Estate Assets is generally defined as the aggregate book value of all residential real estate assets owned by Front Yard and its subsidiaries before reserves for depreciation, impairment or other non-cash reserves as computed in accordance with GAAP.
|
•
|
Incentive Fee. AAMC may earn an annual Incentive Fee to the extent that Front Yard's AFFO exceeds certain performance thresholds. The annual Incentive Fee, if any, shall be an amount equal to 20% of the amount by which Front Yard's AFFO for the calendar year (after the deduction of Base Management Fees but prior to the deduction of Incentive Fees) exceeds 5% of Gross Shareholder Equity (as defined below).
|
•
|
For any calendar year in which average Gross Real Estate Assets is less than $2,250,000,000, the aggregate fees payable to AAMC shall not exceed $21,000,000; or
|
•
|
For any calendar year in which average Gross Real Estate Assets exceeds $2,250,000,000, the aggregate fees payable to AAMC shall not exceed the sum of (i) the applicable Aggregate Fee Floor plus (ii) the amount calculated by multiplying the applicable Aggregate Fee Percentage by the amount, if any, by which average Gross Real Estate Assets exceed the applicable Gross Real Estate Assets Floor, in each case as set forth in the table below.
|
Gross Real Estate Assets
|
|
Aggregate Fee Floor
|
|
Aggregate Fee Percentage
|
|
Gross Real Estate Assets Floor
|
$2,250,000,000 – $2,750,000,000
|
|
$21,000,000
|
|
0.650%
|
|
$2,250,000,000
|
$2,750,000,000 – $3,250,000,000
|
|
$24,250,000
|
|
0.600%
|
|
$2,750,000,000
|
$3,250,000,000 – $4,000,000,000
|
|
$27,250,000
|
|
0.500%
|
|
$3,250,000,000
|
$4,000,000,000 – $5,000,000,000
|
|
$31,000,000
|
|
0.450%
|
|
$4,000,000,000
|
$5,000,000,000 – $6,000,000,000
|
|
$35,500,000
|
|
0.250%
|
|
$5,000,000,000
|
$6,000,000,000 – $7,000,000,000
|
|
$38,000,000
|
|
0.125%
|
|
$6,000,000,000
|
Thereafter
|
|
$39,250,000
|
|
0.100%
|
|
$7,000,000,000
|
•
|
Base Management Fee. AAMC was entitled to a quarterly base management fee equal to 1.5% of the product of (i) our average invested capital (as defined in the Former AMA) for the quarter multiplied by (ii) 0.25, while we had fewer than 2,500 SFR properties actually rented (“Rental Properties”). The base management fee percentage increased to 1.75% of invested capital while we had between 2,500 and 4,499 Rental Properties and increased to 2.0% of invested capital while we had 4,500 or more Rental Properties;
|
•
|
Incentive Management Fee. AAMC was entitled to a quarterly incentive management fee equal to 20% of the amount by which our return on invested capital (based on AFFO defined as our net income attributable to holders of common stock calculated in accordance with GAAP plus real estate depreciation expense minus recurring capital expenditures on all of our real estate assets owned) exceeded an annual hurdle return rate of between 7.0% and 8.25% (or 1.75% and 2.06% per quarter), depending on the 10-year treasury rate. To the extent we had an aggregate shortfall in its return rate over the previous seven quarters, that aggregate return rate shortfall was added to the normal quarterly return hurdle for the next quarter before AAMC is entitled to an incentive management fee. The incentive management fee increased to 22.5% while we had between 2,500 and 4,499 Rental Properties and increased to 25% while we had 4,500 or more Rental Properties. No incentive management fee under the Former AMA has been payable to AAMC because our return on invested capital (as defined in the Former AMA) did not exceed the cumulative required hurdle rate; and
|
•
|
Conversion Fee. AAMC was entitled to a quarterly conversion fee equal to 1.5% of the market value of the SFR homes leased by us for the first time during the applicable quarter.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Base management fees (1)
|
|
$
|
14,270
|
|
|
$
|
14,567
|
|
|
$
|
16,010
|
|
Conversion fees (1)
|
|
29
|
|
|
176
|
|
|
1,291
|
|
|||
Expense reimbursements (2)
|
|
1,463
|
|
|
1,183
|
|
|
859
|
|
(1)
|
Included in management fees to AAMC in the consolidated statements of operations.
|
(2)
|
Included in general and administrative expenses in the consolidated statements of operations.
|
|
Number of Options
|
|
Weighted Average Exercise Price per Share
|
|||
December 31, 2016
|
862,977
|
|
|
$
|
8.55
|
|
Granted
|
567,227
|
|
|
14.30
|
|
|
Exercised (1)
|
(49,126
|
)
|
|
2.16
|
|
|
December 31, 2017
|
1,381,078
|
|
|
11.14
|
|
|
Exercised (1)
|
(40,722
|
)
|
|
2.62
|
|
|
Forfeited or canceled
|
(62,364
|
)
|
|
5.05
|
|
|
December 31, 2018
|
1,277,992
|
|
|
11.71
|
|
|
Exercised (1)
|
(29,165
|
)
|
|
2.32
|
|
|
December 31, 2019
|
1,248,827
|
|
|
$
|
11.93
|
|
|
Year ended December 31, 2017
|
Risk free interest rate (1)
|
2.05%
|
Common stock dividend yield
|
4.20%
|
Expected volatility (2)
|
36.67%
|
(1)
|
Represents the interest rate as of the grant date on US treasury bonds having the same life as the estimated life of the stock option grants.
|
(2)
|
Based on our historical stock price volatility.
|
|
|
Number of Shares
|
|
Weighted Average Grant Date Fair Value
|
|||
December 31, 2016
|
|
266,898
|
|
|
9.97
|
|
|
Granted
|
|
271,633
|
|
|
14.30
|
|
|
Vested (1)
|
|
(101,487
|
)
|
|
9.96
|
|
|
Canceled
|
|
(17,802
|
)
|
|
11.80
|
|
|
December 31, 2017
|
|
419,242
|
|
|
12.70
|
|
|
Granted
|
|
555,454
|
|
|
9.78
|
|
|
Vested (1)
|
|
(171,497
|
)
|
|
12.41
|
|
|
Forfeited
|
|
(36,708
|
)
|
|
12.76
|
|
|
December 31, 2018
|
|
766,491
|
|
|
10.65
|
|
|
Granted
|
|
749,929
|
|
|
8.70
|
|
|
Vested (1)
|
|
(349,914
|
)
|
|
10.83
|
|
|
December 31, 2019
|
|
1,166,506
|
|
|
$
|
9.34
|
|
|
Year ended December 31,
|
||
|
2019
|
|
2018
|
Risk free interest rate (1)
|
2.21%
|
|
2.72%
|
Common stock dividend yield (2)
|
0.00%
|
|
0.00%
|
Expected volatility (3)
|
34.03%
|
|
32.88%
|
(1)
|
Represents the interest rate as of the grant date on US treasury bonds having the same life as the estimated life of the grants.
|
(2)
|
Because the vesting of market-based restricted stock awards include accumulated dividends and the awards accrue dividend equivalent payments, no dividend yield assumption was included in the grant date fair value calculation.
|
(3)
|
Based on our historical stock price volatility.
|
|
|
December 31, 2019
|
|
Stock options outstanding
|
|
1,248,827
|
|
Possible future issuances under share-based compensation plans
|
|
1,650,071
|
|
|
|
2,898,898
|
|
Effective Date
|
|
Termination Date
|
|
Strike Rate
|
|
Benchmark Rate
|
|
Notional Amount
|
||
November 2, 2018
|
|
May 9, 2024
|
|
2.50%
|
|
One-month LIBOR
|
|
$
|
505,000
|
|
October 16, 2018
|
|
October 15, 2022
|
|
2.30%
|
|
One-month LIBOR
|
|
83,270
|
|
|
October 16, 2018
|
|
October 15, 2022
|
|
2.30%
|
|
One-month LIBOR
|
|
89,149
|
|
|
|
Asset Derivatives
|
||||||||
|
|
|
|
Fair Value as of December 31,
|
||||||
|
|
Balance Sheet Location
|
|
2019
|
|
2018
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||
Interest rate caps
|
|
Other assets
|
|
$
|
2,070
|
|
|
$
|
14,367
|
|
Total
|
|
|
|
$
|
2,070
|
|
|
$
|
14,367
|
|
|
|
Amount of Gain (Loss) Recognized in OCI on Derivative (effective portion)
|
|
Location of Gain (Loss) Reclassified from Accumulated OCI into Net Loss
|
|
Amount of Gain (Loss) Reclassified from Accumulated OCI into Net Loss (effective portion)
|
|
Total Amount of Interest Expense Presented in the Consolidated Statements of Operations
|
||||||||||||||||||||||||||||||
|
|
Year Ended December 31,
|
|
|
Year Ended December 31,
|
|
Year Ended December 31,
|
|||||||||||||||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||||||
Derivatives in cash flow hedging relationships
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Interest rate caps
|
|
$
|
(7,261
|
)
|
|
$
|
(12,653
|
)
|
|
$
|
—
|
|
|
Interest expense
|
|
$
|
(5,036
|
)
|
|
$
|
(375
|
)
|
|
$
|
—
|
|
|
$
|
84,137
|
|
|
$
|
77,035
|
|
|
$
|
59,582
|
|
|
|
Location of Gain (Loss) Recognized on Derivative in Net Loss
|
|
Amount of Gain (Loss) on Derivative Recognized in Net Loss
|
||||||||||
|
|
|
Year Ended December 31,
|
|||||||||||
|
|
|
2019
|
|
2018
|
|
2017
|
|||||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
||||||
Interest rate caps
|
|
Interest expense
|
|
$
|
—
|
|
|
$
|
(936
|
)
|
|
$
|
—
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Numerator
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(105,391
|
)
|
|
$
|
(130,835
|
)
|
|
$
|
(185,454
|
)
|
|
|
|
|
|
|
|
||||||
Denominator
|
|
|
|
|
|
|
||||||
Weighted average common stock outstanding – basic
|
|
53,772,094
|
|
|
53,552,109
|
|
|
53,493,523
|
|
|||
Weighted average common stock outstanding – diluted
|
|
53,772,094
|
|
|
53,552,109
|
|
|
53,493,523
|
|
|||
|
|
|
|
|
|
|
||||||
Loss per basic share
|
|
$
|
(1.96
|
)
|
|
$
|
(2.44
|
)
|
|
$
|
(3.47
|
)
|
Loss per diluted share
|
|
$
|
(1.96
|
)
|
|
$
|
(2.44
|
)
|
|
$
|
(3.47
|
)
|
|
|
Year Ended December 31,
|
|||||||
|
|
2019
|
|
2018
|
|
2017
|
|||
Denominator (in weighted-average shares)
|
|
|
|
|
|
|
|||
Stock options
|
|
80,045
|
|
|
71,430
|
|
|
157,214
|
|
Restricted stock
|
|
526,502
|
|
|
219,738
|
|
|
164,689
|
|
|
|
2019
|
||||||||||||||||||
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
|
Full Year
|
||||||||||
Total revenues
|
|
$
|
52,625
|
|
|
$
|
51,553
|
|
|
$
|
50,768
|
|
|
$
|
52,064
|
|
|
$
|
207,010
|
|
Net loss
|
|
(18,508
|
)
|
|
(25,017
|
)
|
|
(36,368
|
)
|
|
(25,498
|
)
|
|
(105,391
|
)
|
|||||
Loss per basic share of common stock
|
|
(0.35
|
)
|
|
(0.47
|
)
|
|
(0.68
|
)
|
|
(0.47
|
)
|
|
(1.96
|
)
|
|||||
Loss per diluted share of common stock
|
|
(0.35
|
)
|
|
(0.47
|
)
|
|
(0.68
|
)
|
|
(0.47
|
)
|
|
(1.96
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
2018
|
||||||||||||||||||
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
|
Full Year
|
||||||||||
Total revenues
|
|
$
|
39,765
|
|
|
$
|
40,906
|
|
|
$
|
48,313
|
|
|
$
|
54,029
|
|
|
$
|
183,013
|
|
Net loss
|
|
(27,350
|
)
|
|
(21,336
|
)
|
|
(47,933
|
)
|
|
(34,216
|
)
|
|
(130,835
|
)
|
|||||
Loss per basic share of common stock
|
|
(0.51
|
)
|
|
(0.40
|
)
|
|
(0.89
|
)
|
|
(0.64
|
)
|
|
(2.44
|
)
|
|||||
Loss per diluted share of common stock
|
|
(0.51
|
)
|
|
(0.40
|
)
|
|
(0.89
|
)
|
|
(0.64
|
)
|
|
(2.44
|
)
|
|
|
|
|
Initial Cost to Company
|
|
Total Cost as of December 31, 2019
|
|
|
|
|
|
|||||||||||||||||||||||||
State
|
Count
|
Type
|
Encum-
brances
|
Land
|
Building and Improve-ments
|
Total
|
Capitalized Costs Subsequent to Acquisition
|
Land
|
Building and Improve-ments
|
Total (2)
|
Accum Depr and Reserves (2)
|
Carrying Value
|
WA Age (1)
|
Date Acquired
|
Life on which Depr is Calc
|
|||||||||||||||||||||
Alabama
|
729
|
|
SFR
|
$
|
68,726
|
|
$
|
15,032
|
|
$
|
69,953
|
|
$
|
84,985
|
|
$
|
2,181
|
|
$
|
15,032
|
|
$
|
72,134
|
|
$
|
87,166
|
|
$
|
(6,255
|
)
|
$
|
80,911
|
|
36.0
|
2014 - 2019
|
3-27.5 years
|
Arizona
|
46
|
|
SFR
|
7,873
|
|
1,773
|
|
6,954
|
|
8,727
|
|
1,195
|
|
1,773
|
|
8,149
|
|
9,922
|
|
(992
|
)
|
8,930
|
|
42.8
|
2013 - 2017
|
3-27.5 years
|
||||||||||
California
|
17
|
|
SFR
|
4,015
|
|
1,138
|
|
2,763
|
|
3,901
|
|
2,050
|
|
1,138
|
|
4,813
|
|
5,951
|
|
(532
|
)
|
5,419
|
|
46.0
|
2014 - 2015
|
3-27.5 years
|
||||||||||
Colorado
|
5
|
|
SFR
|
841
|
|
136
|
|
417
|
|
553
|
|
354
|
|
136
|
|
771
|
|
907
|
|
(172
|
)
|
735
|
|
31.3
|
2014 - 2015
|
3-27.5 years
|
||||||||||
Florida
|
2,120
|
|
SFR
|
276,811
|
|
77,143
|
|
220,024
|
|
297,167
|
|
45,659
|
|
77,143
|
|
265,683
|
|
342,826
|
|
(33,504
|
)
|
309,322
|
|
41.3
|
2013 - 2018
|
3-27.5 years
|
||||||||||
Georgia
|
4,404
|
|
SFR
|
416,278
|
|
96,286
|
|
376,637
|
|
472,923
|
|
61,680
|
|
96,286
|
|
438,317
|
|
534,603
|
|
(58,667
|
)
|
475,936
|
|
35.7
|
2014 - 2019
|
3-27.5 years
|
||||||||||
Illinois
|
155
|
|
SFR
|
19,182
|
|
3,415
|
|
12,444
|
|
15,859
|
|
9,368
|
|
3,415
|
|
21,812
|
|
25,227
|
|
(4,712
|
)
|
20,515
|
|
49.6
|
2013 - 2017
|
3-27.5 years
|
||||||||||
Indiana
|
667
|
|
SFR
|
68,870
|
|
10,405
|
|
74,247
|
|
84,652
|
|
9,326
|
|
10,405
|
|
83,573
|
|
93,978
|
|
(11,404
|
)
|
82,574
|
|
23.3
|
2013 - 2017
|
3-27.5 years
|
||||||||||
Kansas
|
19
|
|
SFR
|
2,493
|
|
376
|
|
2,546
|
|
2,922
|
|
452
|
|
376
|
|
2,998
|
|
3,374
|
|
(411
|
)
|
2,963
|
|
40.8
|
2014 - 2017
|
3-27.5 years
|
||||||||||
Kentucky
|
131
|
|
SFR
|
15,237
|
|
3,166
|
|
15,692
|
|
18,858
|
|
795
|
|
3,166
|
|
16,487
|
|
19,653
|
|
(1,673
|
)
|
17,980
|
|
29.1
|
2013 - 2017
|
3-27.5 years
|
||||||||||
Louisiana
|
2
|
|
SFR
|
241
|
|
45
|
|
191
|
|
236
|
|
79
|
|
45
|
|
270
|
|
315
|
|
(48
|
)
|
267
|
|
22.9
|
2015 - 2015
|
3-27.5 years
|
||||||||||
Maryland
|
111
|
|
SFR
|
15,739
|
|
4,887
|
|
6,426
|
|
11,313
|
|
10,584
|
|
4,887
|
|
17,010
|
|
21,897
|
|
(3,123
|
)
|
18,774
|
|
38.9
|
2013 - 2017
|
3-27.5 years
|
||||||||||
Massachusetts
|
4
|
|
SFR
|
638
|
|
69
|
|
339
|
|
408
|
|
116
|
|
69
|
|
455
|
|
524
|
|
(38
|
)
|
486
|
|
80.0
|
2014 - 2016
|
3-27.5 years
|
||||||||||
Michigan
|
3
|
|
SFR
|
256
|
|
38
|
|
250
|
|
288
|
|
107
|
|
38
|
|
357
|
|
395
|
|
(72
|
)
|
323
|
|
42.9
|
2014 - 2015
|
3-27.5 years
|
||||||||||
Minnesota
|
624
|
|
SFR
|
90,247
|
|
20,868
|
|
88,743
|
|
109,611
|
|
2,046
|
|
20,868
|
|
90,789
|
|
111,657
|
|
(4,748
|
)
|
106,909
|
|
72.2
|
2014 - 2019
|
3-27.5 years
|
||||||||||
Mississippi
|
271
|
|
SFR
|
30,456
|
|
9,367
|
|
31,503
|
|
40,870
|
|
750
|
|
9,367
|
|
32,253
|
|
41,620
|
|
(3,475
|
)
|
38,145
|
|
19.7
|
2014 - 2017
|
3-27.5 years
|
||||||||||
Missouri
|
485
|
|
SFR
|
54,151
|
|
10,599
|
|
61,005
|
|
71,604
|
|
2,347
|
|
10,599
|
|
63,352
|
|
73,951
|
|
(5,730
|
)
|
68,221
|
|
38.3
|
2013 - 2019
|
3-27.5 years
|
||||||||||
Nevada
|
4
|
|
SFR
|
317
|
|
7
|
|
317
|
|
324
|
|
167
|
|
7
|
|
484
|
|
491
|
|
(61
|
)
|
430
|
|
18.3
|
2013 - 2016
|
3-27.5 years
|
||||||||||
New Jersey
|
3
|
|
SFR
|
794
|
|
332
|
|
150
|
|
482
|
|
345
|
|
332
|
|
495
|
|
827
|
|
(36
|
)
|
791
|
|
57.9
|
2015 - 2016
|
3-27.5 years
|
||||||||||
New Mexico
|
1
|
|
SFR
|
112
|
|
26
|
|
52
|
|
78
|
|
40
|
|
26
|
|
92
|
|
118
|
|
(28
|
)
|
90
|
|
14.0
|
2014 - 2014
|
3-27.5 years
|
||||||||||
New York
|
3
|
|
SFR
|
1,041
|
|
77
|
|
539
|
|
616
|
|
814
|
|
77
|
|
1,353
|
|
1,430
|
|
(370
|
)
|
1,060
|
|
119.9
|
2013 - 2017
|
3-27.5 years
|
||||||||||
North Carolina
|
870
|
|
SFR
|
95,409
|
|
28,982
|
|
88,449
|
|
117,431
|
|
10,330
|
|
28,982
|
|
98,779
|
|
127,761
|
|
(12,935
|
)
|
114,826
|
|
24.3
|
2013 - 2017
|
3-27.5 years
|
||||||||||
Ohio
|
246
|
|
SFR
|
29,126
|
|
9,115
|
|
29,564
|
|
38,679
|
|
1,065
|
|
9,115
|
|
30,629
|
|
39,744
|
|
(2,818
|
)
|
36,926
|
|
39.8
|
2013 - 2017
|
3-27.5 years
|
||||||||||
Oklahoma
|
305
|
|
SFR
|
33,633
|
|
5,180
|
|
41,527
|
|
46,707
|
|
1,165
|
|
5,180
|
|
42,692
|
|
47,872
|
|
(5,083
|
)
|
42,789
|
|
28.0
|
2014 - 2017
|
3-27.5 years
|
||||||||||
Pennsylvania
|
26
|
|
SFR
|
2,664
|
|
647
|
|
1,923
|
|
2,570
|
|
2,219
|
|
647
|
|
4,142
|
|
4,789
|
|
(1,181
|
)
|
3,608
|
|
71.5
|
2014 - 2016
|
3-27.5 years
|
||||||||||
Rhode Island
|
4
|
|
SFR
|
415
|
|
123
|
|
308
|
|
431
|
|
354
|
|
123
|
|
662
|
|
785
|
|
(178
|
)
|
607
|
|
57.7
|
2014 - 2016
|
3-27.5 years
|
||||||||||
South Carolina
|
42
|
|
SFR
|
4,105
|
|
847
|
|
2,825
|
|
3,672
|
|
1,934
|
|
847
|
|
4,759
|
|
5,606
|
|
(996
|
)
|
4,610
|
|
23.8
|
2013 - 2016
|
3-27.5 years
|
||||||||||
Tennessee
|
1,475
|
|
SFR
|
177,761
|
|
57,711
|
|
158,517
|
|
216,228
|
|
8,856
|
|
57,711
|
|
167,373
|
|
225,084
|
|
(20,462
|
)
|
204,622
|
|
23.5
|
2014 - 2017
|
3-27.5 years
|
||||||||||
Texas
|
1,964
|
|
SFR
|
234,335
|
|
45,678
|
|
246,498
|
|
292,176
|
|
22,352
|
|
45,678
|
|
268,850
|
|
314,528
|
|
(34,992
|
)
|
279,536
|
|
28.6
|
2013 - 2017
|
3-27.5 years
|
||||||||||
Utah
|
1
|
|
SFR
|
211
|
|
81
|
|
53
|
|
134
|
|
95
|
|
81
|
|
148
|
|
229
|
|
(32
|
)
|
197
|
|
40.0
|
2014 - 2014
|
3-27.5 years
|
||||||||||
Virginia
|
9
|
|
SFR
|
1,153
|
|
375
|
|
799
|
|
1,174
|
|
652
|
|
375
|
|
1,451
|
|
1,826
|
|
(359
|
)
|
1,467
|
|
40.1
|
2014 - 2015
|
3-27.5 years
|
Washington
|
1
|
|
SFR
|
236
|
|
31
|
|
70
|
|
101
|
|
13
|
|
31
|
|
83
|
|
114
|
|
(19
|
)
|
95
|
|
50.0
|
2014 - 2014
|
3-27.5 years
|
||||||||||
Wisconsin
|
1
|
|
SFR
|
86
|
|
14
|
|
26
|
|
40
|
|
62
|
|
14
|
|
88
|
|
102
|
|
(24
|
)
|
78
|
|
60.0
|
2014 - 2014
|
3-27.5 years
|
||||||||||
Total (2)
|
14,748
|
|
|
$
|
1,653,452
|
|
$
|
403,969
|
|
$
|
1,541,751
|
|
$
|
1,945,720
|
|
$
|
199,552
|
|
$
|
403,969
|
|
$
|
1,741,303
|
|
$
|
2,145,272
|
|
$
|
(215,130
|
)
|
$
|
1,930,142
|
|
35.1
|
|
|
(1)
|
Weighted average age is based on the age of the property weighted by gross amount at which carried at close of period.
|
(2)
|
The following table sets forth the activity of real estate assets and accumulated depreciation ($ in thousands):
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Real estate assets:
|
|
|
|
|
|
|
||||||
Beginning balance
|
|
$
|
2,269,288
|
|
|
$
|
1,873,860
|
|
|
$
|
1,604,648
|
|
Acquisitions through foreclosure
|
|
4,131
|
|
|
4,935
|
|
|
40,436
|
|
|||
Other acquisitions
|
|
48,298
|
|
|
469,087
|
|
|
525,983
|
|
|||
Improvements
|
|
29,144
|
|
|
33,316
|
|
|
40,312
|
|
|||
Cost of real estate sold
|
|
(205,589
|
)
|
|
(111,910
|
)
|
|
(337,519
|
)
|
|||
Ending balance (1)
|
|
$
|
2,145,272
|
|
|
$
|
2,269,288
|
|
|
$
|
1,873,860
|
|
|
|
|
|
|
|
|
||||||
Accumulated depreciation and reserves:
|
|
|
|
|
|
|
||||||
Beginning balance
|
|
$
|
156,281
|
|
|
$
|
104,589
|
|
|
$
|
62,601
|
|
Depreciation expense
|
|
75,729
|
|
|
67,175
|
|
|
48,989
|
|
|||
Impairment
|
|
4,458
|
|
|
12,651
|
|
|
38,764
|
|
|||
Casualty losses, net
|
|
978
|
|
|
552
|
|
|
3,564
|
|
|||
Real estate sold
|
|
(22,316
|
)
|
|
(28,686
|
)
|
|
(49,329
|
)
|
|||
Ending balance
|
|
$
|
215,130
|
|
|
$
|
156,281
|
|
|
$
|
104,589
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Beginning balance
|
|
$
|
8,072
|
|
|
$
|
11,477
|
|
|
$
|
568,480
|
|
Change in unrealized gain on mortgage loans
|
|
(358
|
)
|
|
3,157
|
|
|
7,684
|
|
|||
Cost of mortgage loans sold
|
|
(3,468
|
)
|
|
(1,450
|
)
|
|
(521,170
|
)
|
|||
Mortgage loan payments and escrow recoveries
|
|
(179
|
)
|
|
(324
|
)
|
|
(5,500
|
)
|
|||
Real estate tax advances to borrowers
|
|
64
|
|
|
230
|
|
|
3,763
|
|
|||
Selling costs on loans held for sale
|
|
—
|
|
|
(83
|
)
|
|
(1,344
|
)
|
|||
Transfer of mortgage loans to real estate owned, net
|
|
(4,131
|
)
|
|
(4,935
|
)
|
|
(40,436
|
)
|
|||
Ending balance
|
|
$
|
—
|
|
|
$
|
8,072
|
|
|
$
|
11,477
|
|
1)
|
Registration Statement (Form S-8 No. 333-185945) of Altisource Residential Corporation
|
2)
|
Registration Statement (Form S-8 No. 333-189001) of Altisource Residential Corporation
|
3)
|
Registration Statement (Form S-8 No. 333-194113) of Altisource Residential Corporation
|
4)
|
Registration Statement (Form S-8 No. 333-212309) of Altisource Residential Corporation
|
5)
|
Registration Statement (Form S-8 No. 333-232901) of Front Yard Residential Corporation
|
Date:
|
February 28, 2020
|
By:
|
/s/
|
George G. Ellison
|
|
|
|
|
George G. Ellison
|
|
|
|
|
Chief Executive Officer
|
Date:
|
February 28, 2020
|
By:
|
/s/
|
Robin N. Lowe
|
|
|
|
|
Robin N. Lowe
|
|
|
|
|
Chief Financial Officer
|
Date:
|
February 28, 2020
|
By:
|
/s/
|
George G. Ellison
|
|
|
|
|
George G. Ellison
|
|
|
|
|
Chief Executive Officer
|
Date:
|
February 28, 2020
|
By:
|
/s/
|
Robin N. Lowe
|
|
|
|
|
Robin N. Lowe
|
|
|
|
|
Chief Financial Officer
|