UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 8, 2016

Colony Starwood Homes

(Exact name of registrant as specified in its charter)

Registrant’s telephone number,
including area code:
(480) 362-9760

Not Applicable

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

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

On August 8, 2016, Colony Starwood Homes (the “Company”) issued a press release containing financial results of the Company and a supplemental report of financial and operating information of the Company for the quarter ended June 30, 2016.  A copy of the press release and supplemental report is attached as Exhibit 99.1.

The information included in Items 2.02 and 9.01 of this Current Report on Form 8-K (including Exhibit 99.1) is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any of the Company’s filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), whether before or after the date hereof, except as shall be set forth by specific reference in any such filing.

(d)  Exhibits

99.1Press Release and Supplemental Report, dated August 8, 2016, announcing the results of operations and financial condition of Colony Starwood Homes as of June 30, 2016 and for the quarter then ended.

SIGNATURE

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

Exhibit Index

99.1Press Release and Supplemental Report, dated August 8, 2016, announcing the results of operations and financial condition of Colony Starwood Homes as of June 30, 2016 and for the quarter then ended.

Exhibit 99.1

Table of Contents

      I. Earnings Release

Earnings Release

COLONY STARWOOD HOMES ANNOUNCES

SECOND QUARTER 2016 FINANCIAL AND OPERATING RESULTS

Scottsdale, Arizona (August 8, 2016) – Colony Starwood Homes (NYSE: SFR) (the “Company”), a leading single-family rental real estate investment trust (“REIT”), today announced operating and financial results for the three and six months ended June 30, 2016. Capitalized terms used herein have the meanings ascribed thereto in the Appendix.

Second Quarter 2016 Highlights

“Continued strong demand and virtually no new supply of single-family rental homes led to accelerating rent growth and stable occupancy through the second quarter,” stated Fred Tuomi, the Company’s CEO. “Quarterly Same Store Blended Rent growth was 5.5% compared to 3.9% in the first quarter. Through the first six months our Full Year Same Store portfolio of 22,647 homes produced year over year revenue growth of 6.3%, NOI growth of 10.9% and Core NOI margin of 64.1%, while maintaining occupancy of 95.7%. The momentum behind these results, coupled with our high quality market selection, unique market density and innovative technology platform provides a favorable catalyst for future operating improvements and significant portfolio growth.”

The 2016 financial results of the Company (other than Quarterly Same Store or Full Year Same Store results) include the historical financial results of Starwood Waypoint Residential Trust (“SWAY”) beginning on January 5, 2016, which was the date of the merger between Colony American Homes (“CAH”) and SWAY (the “Merger”). Historical financial results (other than Same Store results) as of dates or for periods prior to January 5, 2016 represent only the pre-Merger financial results of CAH and do not reflect what the financial results would have been had the Merger been complete during such periods.

Earnings Release (Continued)

Second Quarter 2016 Operating Results

Total revenues were $143.8 million for the three months ended June 30, 2016, and net loss attributable to common shareholders was approximately $15.7 million, or ($0.15) per share, driven by depreciation and amortization.

NAREIT FFO was $25.0 million for the three months ended June 30, 2016, or $0.23 per share, and Core FFO was $41.9 million, or $0.39 per share. NAREIT FFO and Core FFO are common supplemental measures of operating performance for a REIT, and the Company believes both are useful to investors as a complement to GAAP measures because they facilitate an understanding of the operating performance of the Company’s properties.

Same Store Results

For the Company’s Quarterly Same Store portfolio of 24,657 homes, revenue for the three months ended June 30, 2016 was $111.3 million, a 6.3% increase from those homes’ revenues for the three months ended June 30, 2015.  For the Company’s Full Year Same Store portfolio of 22,647 homes, revenue for the six months ended June 30, 2016 was $201.1 million, a 6.3% increase for those homes’ revenues from the six months ended June 30, 2015. For the Quarterly Same Store portfolio, property operating expenses increased by 4.0% from the three months ended June 30, 2015, producing a 7.8% increase in Quarterly Same Store Core NOI for the three months ended June 30, 2016 as compared to the three months ended June 30, 2015. For the Full Year Same Store portfolio, property operating expenses decreased by 0.4% from the six months ended June 30, 2015, producing a 10.9% increase in Full Year Same Store Core NOI for the six months ended June 30, 2016 as compared to the six months ended June 30, 2015. Quarterly Same Store Core NOI margin was 62.8%. The table below summarizes Quarterly and Full Year Same Store operating results.

Earnings Release (Continued)

Investment Activity

The Company sold 608 homes during the second quarter, including 359 single-family rental homes and 249 real estate owned (“REO”) homes. The single-family rental homes were sold for gross sales proceeds of $56 million, and the Company recorded a gain of approximately $0.5 million on these sales. The REO homes were sold for gross sales proceeds of $33.6 million, and the Company recorded a gain of $1.7 million which is included in discontinued operations, net. During the three months ended June 30, 2016, the Company acquired 87 homes for an aggregate estimated total investment of approximately $17.0 million, or approximately $196,000 per home, including estimated investment costs for renovation.

NPL Business

On May 4, 2016, the Company’s Board of Trustees (the “Board”) authorized the marketing of the non-performing loan (“NPL”) portfolio, which the Company commenced in the second quarter.  The operations of the NPL business segment are recorded as discontinued operations, net for the three and six months ended June 30, 2016 and all comparable periods.

NPL resolutions and REO sales produced $46.8 million of gross cash proceeds during the quarter, resulting in net proceeds of $29.4 million after associated debt pay down of $17.4 million. As of June 30, 2016 there was $250.1 million of outstanding debt associated with the NPL business, which the Company intends to pay down in connection with the wind-down of the NPL business.  

Subsequent to June 30, 2016, the Company sold 339 re-performing loans in a single sale transaction generating net sales proceeds of $45.9 million of which $23.7 million was used to pay down debt.

Balance Sheet and Capital Markets Activities 

As of June 30, 2016, the Company had $4.0 billion of debt outstanding and approximately $525 million of undrawn commitments on its credit facilities.

In June 2016, the Company closed its first debt financing transaction post Merger, entering into a $485.6 million securitization (net of Class F and G certificates retained by the Company) with an initial maturity date of July 2018 and three one-year extension options. The Company separately entered into an interest rate swap contract in June 2016, effectively fixing the interest rate on approximately $450 million of variable rate debt for five years. This swap transaction is structured as a step-up swap, which locks in the forward LIBOR curve resulting in an average effective fixed rate of 3.3% over the five-year term. 

Earnings Release (Continued)

The Company did not repurchase any shares in the second quarter of 2016 under its $250 million repurchase program, which is authorized through May 6, 2017.  To date the Company has purchased 2.4 million shares for an aggregate purchase price of $52.8 million at an average of $22.19 per share.

On August 2, 2016, the Board declared a dividend of $0.22 per common share for the third quarter of 2016, which will be paid on October 15, 2016 to shareholders of record on September 30, 2016.

Full Year 2016 Financial Guidance

Earlier this year the Company provided Core FFO per share, occupancy, rent growth, and Core NOI margin guidance, which excludes the operations of our NPL business. The Company has tightened its Core FFO per share, occupancy, and rent growth guidance for the full year ending December 31, 2016, and re-affirms the Core NOI margin guidance for the 2016 fiscal year, as set forth below. The Company does not provide forward-looking guidance for certain financial measures on a generally accepted accounting principles (“GAAP”) basis because it is unable to reasonably predict certain items contained in the GAAP measures, including one-time and infrequent items that are not indicative of the Company’s ongoing operations. Such items include, but are not limited to, NPL operations, Merger and transaction related expenses, share-based compensation and other items not reflective of the Company's ongoing operations.

This outlook is based on a number of assumptions, many of which are outside the Company’s control and all of which are subject to change. This outlook reflects the Company’s expectations on (1) existing investments and (2) yield on incremental investments inclusive of the Company’s existing pipeline. All guidance is based on current expectations of future economic conditions and the judgment of the Company’s management team.

Earnings Release (Continued)

Second Quarter 2016 Conference Call

A conference call is scheduled on Tuesday, August 9, 2016, at 11:00 a.m. Eastern Time to discuss the Company’s financial results for the three months and six months ended June 30, 2016. The domestic dial-in number is 1-877-407-9039 (for U.S. and Canada) and the international dial-in number is 1-201-689-8470 (passcode not required). An audio webcast may be accessed at www.colonystarwood.com, in the investor relations section. A replay of the call will be available through September 9, 2016, and can be accessed by calling 1-877-870-5176 (U.S. and Canada) or 1-858-384-5517 (international), replay pin number 13641395, or by using the link at www.colonystarwood.com, in the investor relations section. 

About Colony Starwood Homes

Colony Starwood Homes (NYSE: SFR) is one of the largest publicly traded owners and operators of single-family rental homes in the United States. Colony Starwood Homes acquires, renovates, leases, maintains and manages single- family homes in markets that exhibit favorable demographics and long-term economic trends, as well as strengthening demand for rental properties. Colony Starwood Homes is building its business upon a foundation of respect for its residents and the communities in which it operates. Additional information can be found at www.colonystarwood.com.

Additional information 

A copy of the Second Quarter 2016 Supplemental Information Package (“Q2 2016 Supplement”) and this press release are available on the Company’s website at www.colonystarwood.com.  

Notice Regarding Non-GAAP Financial Measures

This press release and the Q2 2016 Supplement contain and may refer to certain Non-GAAP financial measures and terms that management believes are helpful in understanding our business, as further set forth in the definitions, explanations and reconciliations of the non-GAAP financial measure to their most comparable GAAP financial measures included in the Appendix. These measures and terms are in addition to, not a substitute for or superior to measures of financial performance prepared in accordance with GAAP, and should be read together with the most comparable GAAP measures.

Earnings Release (Continued)

Forward-Looking Statements

Certain statements in this press release and the Q2 2016 supplement are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Although the Company believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, the Company’s actual results and performance could differ materially from those set forth in, or implied by, the forward-looking statements due to a variety of risks, uncertainties and other factors. Factors that could materially and adversely affect the Company’s business, financial condition, liquidity, results of operations and prospects, as well as the Company’s ability to make distributions to its shareholders, include, but are not limited to:  failure to plan and manage the Merger and associated transitions effectively and efficiently; the possibility that the anticipated benefits from the Merger may not be realized or may take longer to realize than expected;  unexpected costs or unexpected liabilities that may arise from the Merger; the outcome of any legal proceedings that have been or may be instituted against the Company, CAH or others following the announcement or the completion of the Merger and associated transitions; changes in the Company’s business and growth strategies; volatility in the real estate industry, interest rates and spreads, the debt or equity markets, the economy generally or the rental home market specifically; declines in the value of homes, and macroeconomic shifts in demand for, and competition in the supply of, rental homes; the availability of attractive investment opportunities in homes that satisfy the Company’s investment objectives and business and growth strategies; the Company’s ability to wind-down its NPL business in the anticipated time period and to re-deploy net cash proceeds therefrom; the Company’s ability to lease or re-lease its rental homes to qualified residents on attractive terms or at all; the availability, terms and deployment of short-term and long-term capital; the adequacy of the Company’s cash reserves and working capital; potential conflicts of interest with Starwood Capital Group Global, L.P., Colony Capital, Inc. and their affiliates; effects of derivative and hedging transactions; the Company’s ability to maintain its exemption from registration as an investment company under the Investment Company Act of 1940, as amended; changes in governmental regulations, tax laws and rates, and similar matters; limitations imposed on the Company’s business and its ability to satisfy complex rules in order for the Company and, if applicable, certain of the Company’s subsidiaries to qualify as a REIT for U.S. federal income tax purposes, and the Company’s ability and the ability of its subsidiaries to operate effectively within the limitations imposed by these rules.  You should not place undue reliance on any forward-looking statement and should consider all of the uncertainties and risks described above, as well as those more fully discussed in reports and other documents filed by the Company with the Securities and Exchange Commission from time to time. Except as required by law, the Company is under no duty to, and the Company does not intend to, update any of its forward-looking statements appearing herein, whether as a result of new information, future events or otherwise.

      II. Highlights

Quarterly Overview

Please see the Appendix at the back of this presentation for certain definitions, explanations and reconciliations of non-GAAP financial measures. All information is as of June 30, 2016 unless otherwise indicated.

      III. Consolidated Financials

Balance Sheet (Condensed)

As of June 30, 2016

Dollars in thousands

Please see the Appendix at the back of this presentation for certain definitions, explanations and reconciliations of non-GAAP financial measures. All information is as of June 30, 2016 unless otherwise indicated.

Statements of Operations

Dollars in thousands

Please see the Appendix at the back of this presentation for certain definitions, explanations and reconciliations of non-GAAP financial measures. All information is as of June 30, 2016 unless otherwise indicated.

Reconciliation to FFO and Core FFO

Dollars in thousands, except share and per share data

Please see the Appendix at the back of this presentation for certain definitions, explanations and reconciliations of non-GAAP financial measures. All information is as of June 30, 2016 unless otherwise indicated.

Income Statement Bridge

Quarter-to-date normalizations for Merger and transaction, integration and NPL costs

Dollars in thousand

Please see the Appendix at the back of this presentation for certain definitions, explanations and reconciliations of non-GAAP financial measures. All information is as of June 30, 2016 unless otherwise indicated.

Income Statement Bridge

Year-to-date normalizations for Merger and transaction, integration and NPL costs

Dollars in thousands

Please see the Appendix at the back of this presentation for certain definitions, explanations and reconciliations of non-GAAP financial measures. All information is as of June 30, 2016 unless otherwise indicated.

NOI by Segment

 Year-over-year comparison

Dollars in thousands